Odyssey Pictures Corporation
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 0000
Xxx Xxxxxxx, XX 00000
March 2, 1998
Xx. Xxxxxxx X. Xxxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxxxx:
Reference is made to your Agreement with Odyssey Pictures Corporation
(f/k/a Communications and Entertainment Corp.), dated March 6, 1996, as amended
by a letter agreement dated September 23, 1997, pursuant to which you agreed to
serve in the capacity of co-chairman in the Office of the Chairman of the
Company, and as Chief Executive Officer of the Company, through October 1, 2000
(the "Agreement"). All terms not otherwise defined herein shall have the
respective meanings ascribed to such terms as set forth in the Agreement. The
Agreement is hereby amended in the following respects:
(1) Section 1 of the Agreement, relating to the Term of the Agreement, is
hereby amended to provide that the Term of the Agreement shall expire on
December 31, 1999.
(2) Section 2 of the Agreement, relating to the services to be performed
under the Agreement, is hereby amended in the following respects:
(a) During the remainder of the Term of the Agreement (i.e.,
from the date hereof through December 31, 1999), you agree to serve in the
capacity of managing director of the Company, or in such other capacity as shall
reasonably be assigned to you by the Board of Directors of the Company from time
to time.
(b) You shall report directly to the Chief Executive Officer
of the Company and shall be responsible for such duties with respect to the
business, financial and legal affairs of the Company as shall be reasonably
assigned to you from time to time by the Chief Executive Officer of the Company.
You shall be required to devote such time to the performance of your duties as
may be reasonably required by the Board of Directors and Chief Executive Officer
of the Company from time to time, it being understood, however, that you will be
permitted to devote a portion of your time to other business interests and
activities.
(3) Commencing as of January 1, 1998, and continuing throughout the
remainder of the term of the Agreement (i.e., through December 31, 1999), you
shall be entitled to the following compensation and payments (in lieu of the
compensation set forth in Sections 5.1 and 5.2 of the Agreement):
(a) In consideration of serving as managing director of the
Company, you shall be entitled to compensation in the aggregate amount of
$130,000 for the period from January 1, 1998 through December 31, 1999, payable
at the rate of $2,500 per month during the four month period from January 1,
1998 through April 30, 1998, and at the rate of $6,000 per month during the
period from May 1, 1998 through December 31, 1999.
(b) In consideration of your executing this amendment to the
Agreement, thereby shortening the term of the Agreement and substantially
reducing your compensation under the Agreement, you shall be entitled to an
additional fee of $130,000, payable at the rate of $2,500 per month during the
four month period from January 1, 1998 through April 30, 1998, and at the rate
of $6,000 per month during the period from May 1, 1998 through December 31,
1999.
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(c) All installments due under subparagraphs (a) and (b) above
shall be paid on the fifteenth day of the respective month.
(d) In the event the Company defaults in the payment of any
installment due under subparagraphs (a) and (b) above (other than with respect
to the payments due during the four month period from January 1, 1998 through
April 30, 1998), and such default continues for a period of 30 days from the
date such payment was due, then (i) the provisions of Sections 5.1 and 5.2 of
the Agreement shall be reinstated retroactively to January 1, 1998, and you
shall be entitled to the compensation provided therein (together with any
conversion rights applicable thereto) as if said provisions of the Agreement
were never superseded by the provisions of this letter agreement, and (ii) the
Company shall assign to you all of its right, title and interest, both tangible
and intangible, in and to the movie project known as "King Xxxx", including all
rights, agreements, contracts, commitments and related undertakings in
connection therewith, and you shall grant to the Company a participation
interest therein equal to 50% of the producers' share of the net profits from
the film (net profits being equal to gross revenues of the film less all costs
of production and distribution and third party participations).
(4) Except as modified herein, the Agreement shall remain in full force
and effect in accordance with its terms.
If the foregoing is acceptable to you, please indicate your consent in
the space provided below.
Odyssey Pictures Corporation
By: /s/ Xxxxx Xxxxxxx
--------------------------
Xxxxx Xxxxxxx, CEO
Accepted and Agreed:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
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