0001169232-03-006196 Sample Contracts

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Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068
Billy Dead Inc • October 28th, 2003 • Services-motion picture & video tape production
EXHIBIT 1.1 900,000 Shares of Series A Preferred Stock FORM OF UNDERWRITING AGREEMENT
Billy Dead Inc • October 28th, 2003 • Services-motion picture & video tape production • California
As of October 15, 2003
Billy Dead Inc • October 28th, 2003 • Services-motion picture & video tape production
Billy Dead, Inc. 2312 Lorenzo Drive Los Angeles, CA 90068
Billy Dead Inc • October 28th, 2003 • Services-motion picture & video tape production

In consideration for your agreement to serve as a member of the Board of Directors of Billy Dead, Inc. (the "Company") and as a member of the Audit Committee and the Compensation Committee, we have consented to the transfer to you by Mr. Charles F. Ryan III of 6,000 shares and by Julie Lynn of 30,000 (the "Shares") of the Company's Common Stock, par value $0.001 per share, previously issued to him by the Company and subject to the terms of an agreement dated as of December 1, 2002 in form substantially similar to this Agreement.

Billy Dead, Inc. 2312 Lorenzo Dr. Los Angeles, California 90068 As of October 15, 2003
Billy Dead Inc • October 28th, 2003 • Services-motion picture & video tape production
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