0001047469-04-016650 Sample Contracts

AMENDED AND RESTATED OPERATING AGREEMENT OF OUT OF THE BLUE PRODUCTIONS, LLC
Graymark Productions Inc • May 10th, 2004 • Services-motion picture & video tape production

This amended and restated operating agreement dated this 23 day of April 2004 shall be effective as of the 22nd day of December, 2003, by and among Graymark Productions, Inc., A & A Productions, LLC ("A&A") and Frozen Television, Inc. ("Frozen") (herein individually referred to as "Member" and collectively referred to as "Members").

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As of January 19, 2004
Graymark Productions Inc • May 10th, 2004 • Services-motion picture & video tape production

As an inducement to you to enter into the agreement executed concurrently herewith (the "Loanout Contract") between Genco Olive Oil, Inc. ("Lender") and you with respect to my directing services in connection with the above-referenced television mini-series (the "Photoplay"), I represent, warrant and agree that:

FREELANCE DIRECTOR'S LOANOUT CONTRACT THEATRICAL MOTION PICTURE PHOTOPLAY
Graymark Productions Inc • May 10th, 2004 • Services-motion picture & video tape production • California

Agreement ("Agreement"), dated as of January 19, 2004, between OUT OF THE BLUE PRODUCTIONS, LLC ("Producer"), c/o A&A Productions, LLC, 9300 Wilshire Boulevard, Suite 508, Beverly Hills, California 90212, Attention: Gray Frederickson, and GENCO OLIVE OIL, INC. (Federal I.D. #95-4334636) ("Lender"), 4525 Libbit Avenue, Encino, California 91436, for the services of HARRY BASIL ("Director").

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