Exhibit 10.3


                          OPTION TO PURCHASE AGREEMENT

THIS AGREEMENT, made effective this 2nd day of March, 2003

BETWEEN:

                                  FIDEL THOMAS,
                          a natural person residing at
                   8-534 Cambie Street, Vancouver, BC V6B 2N7

                                                                       ("Owner")

AND:
                             AMP PRODUCTIONS, LTD.,
               a British Columbia corporation having an office at
                  2708-939 Homer Street, Vancouver, BC V6B 2W6
                                                                   ("Purchaser")


WHEREAS,  Owner is the sole and exclusive  owner  throughout the universe of all
certain rights in and to that certain screenplay titled "CODE BLUE",  written by
the Owner (the "Literary Material");

AND WHEREAS,  Purchaser  desires to acquire the exclusive  option to acquire all
rights in and to the Literary  Material with  consideration and in reliance upon
the Owner's representations and warranties as set forth herein.

NOW THEREFORE,  in consideration of the mutual covenants and promises  contained
herein the parties agree as follows:

1.   OPTION

Owner hereby grants to Purchaser,  its  successors  and assigns an exclusive and
irrevocable option (the "Option")  effective for a period of one year commencing
on the  above-written  effective  date of this  Agreement  (the "Initial  Option
Period")  the option to acquire all right,  title and  interest  (including  all
copyrights, and renewals and extensions thereof) and all theatrical, television,
video and allied  rights  (the  "Rights")  as more  particularly  defined in the
Literary Purchase Agreement,  a true copy of which is attached hereto and marked
as Exhibit "A" to this Agreement (the "Purchase  Agreement").  The Option Period
may be  extended  for an  additional  period of one year by the  payment  of TWO
THOUSAND,  FIVE HUNDRED DOLLARS ($2,500) (the "Extension  Payment") to the Owner
on or before  the  expiration  of the  Initial  Option  Period  ("Second  Option
Period").

2.   AUTOMATIC EXTENSION OF OPTION PERIOD

The Option Period shall automatically be suspended and extended for the duration



of any period during which a claim (which if sustained would constitute a breach
of the  Owner's  warranties  and  representations  herein  or  would  in any way
diminish Purchaser's full exercise of the rights granted herein) with respect to
the Literary  Material or the Rights has been  asserted and remains  unresolved,
and  during  any period  during  which  Purchaser's  development  or  production
activities  based on the  Literary  Material  or the Rights are  interrupted  or
postponed  by any  occurrence  of an  event of force  majeure  (as this  term is
understood in the motion picture and television industries).

3.   FEE FOR OPTION

As full  consideration  for the Rights granted during the Initial Option Period,
Purchaser  agrees to pay Owner,  the sum of TWO THOUSAND,  FIVE HUNDRED  DOLLARS
($2,500).

4.   EXERCISE OF OPTION

Purchaser  may  exercise  the Option at any time  during  the  Option  Period by
delivery to Owner of:

(a)  notice of the exercise of the Option;

(b)  payment to Owner of the amount  described and set out in paragraph 6 of the
     Literary  Purchase  Agreement  (the "Purchase  Price"),  less the amount(s)
     previously paid to Owner for the Initial Option Period or the Second Option
     Period (if  applicable)  within five days of notice of the  exercise of the
     Option; and

(c)  a  fully-executed  original  of the  Purchase  Agreement  in the same  form
     attached as Exhibit "A",  dated as of the effective date of the exercise of
     the Option.

If Purchaser does not exercise the Option,  then the sums paid to Owner pursuant
to this Agreement shall be and remain the sole property of the Owner without any
further obligation owed to the Purchaser in respect thereof.

5.   RIGHTS DURING THE OPTION PERIOD

At any time  during  the Option  Period,  Purchaser  may enter into  conditional
agreements  relative to the financing or distribution of any production based on
the Literary  Material or any of the Rights.  Furthermore,  Purchaser shall have
the right, but not the obligation, to do any and all other acts normally done by
Purchasers  in the  entertainment  industry in relation to the  development  and
pre-production stages of a production.

6.   FURTHER INSTRUMENTS

At Purchaser's request,  Owner shall promptly sign or cause the signature of any
and  all  additional  documents,  including  without  limitation,  the  Purchase
Agreement,  a Short Form  Assignment and a Certificate of Authorship in the same
forms  attached to this Option to the Purchase  Agreement as Exhibits A, B and C



respectively,  and will perform or cause the performance of any other acts which
Purchaser may reasonably  deem necessary or desirable to effectuate the purposes
of this Agreement. Upon Owner's failure to do so promptly, Owner hereby appoints
Purchaser as Owner's  attorney-in-fact  for such purposes (it being acknowledged
that such appointment is irrevocable and shall be deemed a power coupled with an
interest),  with full power to sign and  deliver  such  documents  and with full
powers of substitution and delegation.

7.   REVERSION OF RIGHTS

If the Purchaser  does not timely  exercise the Option during the Initial Option
Period or the Second Option Period (if  applicable)  and timely pay the Purchase
Price,  the Option shall end and all rights  vested,  assigned or transferred to
the  Purchaser,  if any, in the Literary  Property or the Rights shall revert to
Owner.  Purchaser shall immediately execute and deliver to Owner any assignments
and documents required to effectuate any reversion to the Owner.

8.   OWNER'S WARRANTIES

Owner hereby warrants and represents that:

(a)  Owner has the full right,  power and authority to enter into this Agreement
     and to grant and assign to  Purchaser  the Rights and to grant to Purchaser
     all of the other rights granted to Purchaser  herein without the consent of
     any third party;

(b)  the Literary  Material is wholly original with Owner, and that with respect
     to any actual persons,  entities or events referred to therein, is true and
     accurate;

(c)  neither  the  Literary  Material,  nor any of the other  literary  material
     written or to be  written  or  furnished  by Owner in  connection  with any
     production based on the Literary  Material (the "Material") will not in any
     way infringe upon or violate the copyright,  right of privacy or publicity,
     or common law rights or literary or dramatic or motion  picture  rights of,
     or to the best of the Owner's  knowledge  constitutes a libel or defamation
     against,  or invasion  of the rights of privacy or any other  rights of any
     party whatsoever;

(d)  Owner  owns  all  of the  right,  title  and  interest  (including  without
     limitation,  the  copyright  throughout  the world) in and to the  Literary
     Material  free and clear of any liens,  encumbrances  and other third party
     interests  of any  kind,  and free of any  claims  or  litigation,  whether
     pending  or  threatened  which  might  in an way  prejudice,  interrupt  or
     interfere  with the use by Purchaser of any of the rights granted herein to
     Purchaser;

(e)  Owner has not entered into and will not enter into any  agreement  selling,
     assigning, transferring,  licensing, granting, encumbering, derogating from
     or otherwise  affecting the Rights or any of the rights  granted  herein to
     Purchaser;

(f)  the Literary  Material  has not  previously  been  exploited in any manner,
     whether as a motion picture,  television production, play or otherwise, and
     no rights have been granted to third parties to do so; and



(g)  The  Literary  Material  may be  validly  copyrighted  and  registered  for
     copyright  in Canada and the United  States and may  similarly be protected
     elsewhere  so  far  as  the  laws  of  other  countries  provide  for  such
     protection,  and no party of the Literary  Material is in the public domain
     and Owner will take all steps  necessary  to prevent the work from  falling
     into the public domain.

9.   INDEMNIFICATION

Owner and  Purchaser  each agree to indemnify and hold harmless the other party,
its successors,  licensees and assigns, from any losses,  damages,  liabilities,
claims, costs and expenses, including reasonable legal fees, arising as a result
of any  breach  of any  warranty,  undertaking  or  representation  made in this
Agreement.

10.  ASSIGNMENT

Purchaser may at any time license,  assign or transfer this  Agreement or any of
the rights granted to Purchaser hereunder,  but no such assignment shall relieve
Purchaser of its obligations  hereunder  without Owner's prior written  consent,
which  shall not be  unreasonably  withheld.  Owner may not  license,  assign or
transfer this Agreement or any of the rights granted to Owner hereunder,  except
that Owner may assign the right to receive payments hereunder.

11.  NO OBLIGATION TO EXPLOIT

Nothing contained in this Agreement shall be construed as requiring Purchaser to
exercise  or exploit,  or to continue to exercise or exploit,  any of the Rights
granted hereunder.

12.  NOTICES

All notices and payments hereunder shall be in writing and shall be given either
by personal delivery, telegram, telex (toll prepaid) or by registered, certified
or  Express  mail  (postage  prepaid),  or by  nationally  recognized  overnight
delivery service  (delivery fee prepaid) to the appropriate party at the address
listed  below,  or at such other  address as such party shall have  specified by
written  notice  hereunder,  and the date of such  personal  delivery,  mailing,
telegraphing,  telexing, or deposit for delivery shall be the date of the giving
of such notice.  All notices due Owner under this Agreement will be sent in care
of, and all moneys due Owner  under this  Agreement  will be paid to Owner or if
designated by the Owner,  the Owner's agent, and the receipt by said agents will
be a good and valid  discharge  of such  indebtedness.  All notices and payments
hereunder shall be made to the appropriate party at the following address:

if to the Owner:
- ----------------

8-534 Cambie Street
Vancouver, BC
V6B 2N7



if to the Purchaser:
- --------------------

AMP Productions, Ltd.
2708-939 Homer Street
Vancouver, B.C.
V6B 2W6

Attention: Thomas E. Mills


13.  JURISDICTION

This Agreement  shall be interpreted in accordance  with and subject to the laws
of the province of British Columbia  applicable to agreements fully executed and
performed  therein.  All sums  referred to herein shall refer to currency of the
United States of America.

14.  ENTIRE AGREEMEN1

This Agreement and the Purchase  Agreement set forth the complete  understanding
between the parties with respect to the Literary Material and the Rights and may
not be modified except by an instrument in writing signed by both parties.

IN WITNESS  WHEREOF,  the parties have executed this Agreement on the 2nd day of
March, 2003.


                                                      /s/ Fidel Thomas
                                                      Fidel Thomas


                                                       AMP PRODUCTIONS, LTD.


                                                       per:  /s/ Thomas Mills
                                                             Thomas E. Mills
                                                             President





                                   Exhibit "C"

                            CERTIFICATE OF AUTHORSHIP
                            -------------------------


To:  AMP Productions, Ltd.

For good and valuable  consideration,  the receipt and  sufficiency  of which is
hereby  acknowledged,  I the  undersigned,  Fidel Thomas,  hereby  certifies and
warrants,  subject to the terms of the Option to Purchase  Agreement dated March
2, 2003,  between Fidel Thomas and AMP  Productions,  Ltd.  ("AMP") and Literary
Purchase Agreement, as follows:

1.   I am the sole  author and the  original  copyright  holder of the  original
     literary and dramatic  work and original  screenplay  entitled  "CODE BLUE"
     (the "Property").

2.   As the sole author of the Property,  I am entitled to assign the copyrights
     (and all  extensions  and renewals of  copyright)  in and to the  Property,
     including  the right to make such  changes  and uses  thereof as I may from
     time to time determine.

3.   I wrote the  Property  by myself  and not in  collaboration  with any other
     party and I am the original  sole owner under  copyright,  of all rights to
     the Property.

4.   The Property is original and to the best of my knowledge  and belief,  does
     not defame,  infringe  upon or violate  the rights of any  person,  firm or
     corporation, and to the best of my knowledge and belief, is not the subject
     of any litigation or claim,  threatened,  pending or otherwise,  that might
     give rise to litigation.

5.   The option to acquire the Property was exercised by AMP in accordance  with
     the terms of the Option to Purchase Agreement.

6.   I  confirm  I  have  irrevocably   granted,   assigned  and  sold  to  AMP,
     exclusively,  in perpetuity and throughout the universe,  all right,  title
     and interest,  of every type and sort, now known or hereinafter devised, in
     the  Property,  except for the rights which I have reserved as set forth in
     paragraph 5 of the Literary Purchase Agreement.

7.   I  confirm  that  I have  received  all  payments  (except  for  Contingent
     Compensation)  in full owing to me by AMP pursuant to the Option  Agreement
     and Literary Purchase Agreement.

8.   I hereby  waive any and all  rights  anywhere  of  "Droit  Moral" or "Moral
     Rights of Authors" or any similar  rights or  principles of law which I may
     now or later have in the  Property or any where  derived  therefrom.  It is
     agreed  that my  consideration  for the  waiver  of  "Droit  Moral"  in the
     Property is included in the  compensation  which has been paid  pursuant to
     the Option to Purchase Agreement and the Literary Purchase Agreement.

9.   I agree to indemnify  AMP against any breach of any of the  representations
     and warranties  contained  herein.  I agree to execute any other  documents



     (paragraph  6 of the Option to  Purchase  Agreement)  which AMP  reasonably
     deems  necessary or desirable to  effectuate  the purposes of the Option to
     Purchase Agreement.

10.  AMP's rights in the Property may be assigned,  transferred  and/or licensed
     and its rights and obligations will be binding upon myself and enure to the
     benefit of my assignees, transferees, successors, heirs and licensees.

11.  I agree, at the request and expense of AMP, to execute any documents and to
     do any other acts  reasonably  deemed  necessary by AMP or its assignees or
     licensees to further  evidence or  effectuate  AMP's rights as set forth in
     this Certificate of Authorship, the Option to Purchase Agreement and/or the
     Literary  Purchase  Agreement.  Upon my failure promptly to do so, I hereby
     appoint AMP as  attorney-in-fact  for such purposes (it being  acknowledged
     that such  appointment  is  irrevocable  and coupled with an interest) with
     full power of substitution and delegation.

12.  Any remedies which I may have, against AMP arising out of any breach of any
     agreement,  including, but not limited to, the Option to Purchase Agreement
     and/or the Literary Purchase Agreement, in connection with the Property and
     the Picture based thereon shall be limited to the right to recover damages,
     if any,  in an  action at law,  and I hereby,  waive any right or remedy in
     equity,  including any right to terminate the Option to Purchase  Agreement
     and/or the Literary Purchase Agreement or to rescind AMP's right, title and
     interest in and to the  Property or the results and proceeds of my services
     or to enjoin,  restrain or otherwise  impair in any manner the  production,
     distribution,  advertising or any other  exploitation of the Picture or any
     parts or elements thereof.

     I have  caused  this  document  to be  executed  as of this  ______  day of
     ________________, 200__.



                                                        ------------------------
                                                        FIDEL THOMAS





                                   Exhibit "B"

                         SHORT FORM ASSIGNMENT OF RIGHTS

KNOW ALL MEN BY THESE  PRESENTS  that in  consideration  of the  payment  of One
Dollar  ($1.00)  and other good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged, that Fidel Thomas ("Assignor") does
hereby sell,  license,  grant,  assign,  convey,  transfer and set over unto AMP
Productions,  Ltd.  ("Assignee")  its  successors,  licensees,  transferees  and
assignees forever under copyright, the sole and exclusive motion picture rights,
television motion picture and other television  rights,  all radio  broadcasting
rights,  all dramatic  rights on the  legitimate  stage and  publication  rights
limited to 10,000 words for  advertisement,  publicity and rights throughout the
world in  perpetuity  in and to that certain  original  screenplay  described as
follows:

Title: "CODE BLUE"
Written by: FIDEL THOMAS

including  all titles,  elements,  themes,  stories,  plots,  incidents,  music,
lyrics,  arrangements,  choreography,  dialogue,  characters,  character  names,
action  revisions,  dramatizations,  sequels  and  their  parts  and  components
contained therein,  now or hereafter in existence,  as well as all copies of any
and all manuscripts  thereof,  and all versions and translations  thereof and in
and  to  the  copyrights  thereof  and  all  renewals  and  extensions  of  such
copyrights.

The  Assignor and the Assignee  have  entered into a certain  Literary  Purchase
Agreement dated the 2nd day of March, 2003 between Assignor and Assignee wherein
the  rights  so  assigned  are more  fully  described.  This  agreement  is made
expressly subject to the terms and conditions of the said agreement.

IN WITNESS  WHEREOF the undersigned has executed this assignment this 2nd day of
March, 2003.


                                                   --------------------
                                                   FIDEL THOMAS


On this ____ day of ____________,  2003,  before me, the  undersigned,  a Notary
Public in the Province of British Columbia,  appeared before me Fidel Thomas and
he then  demonstrated to me that he is the person whose name is subscribed to in
the within instrument and he acknowledged to me that he had executed the same in
his own capacity.

WITNESS by hand and an official seal.


                                                   -----------------------------
                                                   Notary Public





                                   Exhibit "A"

                           LITERARY PURCHASE AGREEMENT

This  Agreement  made  effective  the 2nd day of March,  2003, is by and between
Fidel Thomas,  a writer  presently  residing at 8-534 Cambie Street,  Vancouver,
British   Columbia  V6B  2N7  ("Owner")  and  AMP  Productions  Ltd.  a  company
incorporated  pursuant to the law of the province of British  Columbia  having a
place of  business  located at  2708-939  Homer  Street,  Vancouver,  BC V6B 2W6
("Purchaser").

WHEREAS:

A.   Owner is the sole and exclusive owner throughout the world of all rights in
     and to the original screenplay titled "CODE BLUE" written by the Owner (the
     "Literary Material").

B.   The  Literary  Material  and the  plots,  themes,  titles,  characters  and
     copyright   thereof,   and  any  translations,   dramatizations  and  other
     adaptations  or  versions  thereof  now or  hereafter  created,  are herein
     collectively referred to as the "Property".

C.   Purchaser  wants to acquire the Rights in  consideration  for the  purchase
     price  provided  herein and in reliance  upon Owner's  representations  and
     warranties.

NOW,  THEREFORE,  in consideration of the mutual covenants  contained herein the
parties agree as follows:

1.   RIGHTS GRANTED

Owner hereby sells,  grants,  conveys and assigns to Purchaser  its  successors,
licensees and assigns exclusively and forever,  all right, title and interest of
any nature including,  but not limited to, all motion picture rights, all rights
for advertisement,  publicity and exploitation  purposes, and certain incidental
and allied rights,  throughout  the world,  in and to the Property and in and to
the copyright of the Property and all renewals and extensions of copyright.  The
rights  granted to  Purchaser  hereunder  (without  limiting the grant of rights
herein) are the following  exclusive  rights  throughout the world  (hereinafter
collectively referred to as the "Rights"):

(a)  All theatrical motion picture,  non-theatrical motion picture, all forms of
     the medium known as television,  radio, home video,  audio-visual  devices,
     remakes,  sequels,   publishing,   soundtrack,   music,  merchandizing  and
     legitimate stage rights,  all copyrights therein and thereto (including all
     renewals and  extensions)  and all other allied or ancillary uses including
     the right to produce,  distribute,  advertise  and  publicize the Property,
     exclusively and perpetually  throughout the world and in all forms of media
     known or hereinafter devised;

(b)  To  broadcast,  transmit or  reproduce  the Property or any  adaptation  or
     version of it (including  without  limitation any motion  picture  produced
     hereunder  and/or  any  script  or other  material  based  on or using  the



     Property  or any of the  characters,  themes  or plots of it),  by means of
     television or any process  analogous  thereto whether now known or from now
     on devised (including commercially  sponsored,  sustaining and subscription
     or pay-per-view  television),  by motion  pictures  produced on films or by
     means of magnetic tape,  wire,  disc,  audio-visual  cartridge or any other
     device  now known or from now on  devised  and  including  such  television
     productions  presented in series or serial form,  and the  exclusive  right
     generally to exercise  for  television  purposes all the Rights  granted to
     Purchaser hereunder for motion picture purposes.

(c)  To publish and  copyright or cause to be published and  copyrighted  in the
     name of Purchaser or its nominee in any languages  throughout the world, in
     any form or media, synopses, serializations,  dramatizations,  abridged and
     revised  versions of the  Property or adapted from the Property or from any
     motion picture or version of the Property for advertising,  publicizing and
     exploiting any such motion picture and/or other version.

(d)  For the  foregoing  purposes to use all or any part of the Property and any
     of the characters, plots, themes and ideas contained therein, and the title
     of the Property and any title or subtitle or any component of the Property,
     and to use said titles or subtitles for any motion picture or other version
     of adaptation  whether the same is based on or adapted from the Property or
     as the  title of any  musical  composition  contained  in any  such  motion
     picture or other version or adaptation.

(e)  To use and exploit commercial or merchandise  tie-ups and recordings of any
     sort and nature  arising  out of or  connected  with the  Property  and its
     motion  picture  or  other  versions  and the  title  or  titles  of it and
     characters of it and their names or characteristics.

     The  Rights  herein  granted  to the  Purchaser  shall  be  cumulative  and
     Purchaser may exercise or use any or all of the Rights  simultaneously with
     or in  connection  with or  separately  and apart from the  exercise of any
     other of said Rights.  The terms  "Picture"  and  "Pictures" as used herein
     shall be deemed to mean or include  any  present  or future  kind of motion
     picture production based upon the Property,  with or without sound recorded
     and reproduced  synchronously with it, whether the same is produced on film
     or by any other method or means now or from now on used for the production,
     exhibition or transmission of any kind of motion picture productions.

2.   RIGHT TO MAKE CHANGES

Owner agrees that Purchaser shall have the right to vary, change, alter, modify,
add to and delete from the Property, and to rearrange and transpose the Property
and  change  the  sequence  of it and the  characters  and  descriptions  of the
characters  contained in the  Property,  and to use a portion or portions of the
Property  or the  characters,  plots,  or theme of it with any  other  literary,
dramatic or other material of any kind.

3.   NO DROIT MORAL

Owner  hereby  waives the benefits of any  provisions  of law known as the moral
right of authors or "droit moral" or any similar law in any country of the world
and agrees not to permit or  prosecute  any action or lawsuit on the ground that
any Picture or other version of the Property produced or exhibited by Purchaser,
its assigns or licensees,  in any way  constitutes an infringement of any of the
Owner's  "droit  moral" is in any way a defamation or mutilation of the Property



or  any  part  of  it  or   contains   unauthorized   variations,   alterations,
modifications, changes or translations.

4.   DURATION AND EXTENT OF RIGHTS GRANTED

Purchaser shall enjoy, solely and exclusively,  all the Rights granted hereunder
throughout the universe,  in  perpetuity,  as long as any Rights in the Property
are  recognized  in law or equity.  All Rights  granted  herein to Purchaser are
irrevocable  and not subject to  rescission,  restraint or injunction  under any
circumstances.

5.   RIGHTS RESERVED

Owner  hereby  reserves  all rights of  novelization  of the Property as per the
existing  Independent  Production  Agreement  of the  Writer's  Guild of  Canada
currently in effect at the time of the execution of this Agreement.

6.   CONSIDERATION

As  consideration  for all Rights  granted  and  assigned to  Purchaser  and for
Owner's representations and warranties herein contained, Purchaser agrees to pay
to Owner,  and Owner agrees to accept the greater of: TWENTY THOUSAND  ($20,000)
approved and bonded.

The Payment of the Purchase Price shall be made to Owner within five days of the
commencement  of  principal  photography  for the  Picture  and upon  receipt by
Purchaser of all necessary  documentation to effect and evidence the transfer of
Rights granted herein.

7.   CONTINGENT COMPENSATION

(a)  In the event that a theatrical or television  motion picture is produced by
     Purchaser or its assigns,  based on the Property  (the  "Picture")  and the
     budget of the Picture as of the first day of principal  photography  and as
     allowed  by  all  entities  financing  or  guaranteeing  completion  of the
     Picture,  is not less  than One  Million,  Five  Hundred  Thousand  Dollars
     ($1,500,000.00),  Owner shall receive  additional  compensation to make the
     Purchase Price equivalent to the Script Fee payable to a writer pursuant to
     the most current Independent  Production Agreement of the Writer's Guild of
     Canada,  notwithstanding  that neither the Owner nor Purchaser are a member
     or subscriber thereof.

(b)  In  addition to the  amounts  set out above,  Purchaser  shall pay to Owner
     Three  percent  (3%) of One  Hundred  percent  (100%) of  Purchaser's  "Net
     Profits"   of  the   Picture,   or  any   television   series,   pilot   or
     movie-of-the-week (as that term is used in the entertainment industry) that
     derives  directly  from  the  Property.  "Net  Profits"  will  be  defined,
     computed,  accounted for and paid in accordance with  Purchaser's  standard
     Net Profits  definition based on the Purchaser's "break even" negative cost
     position after payment of all reasonable production expenses and receipt by
     the  Purchaser  of  all  distribution  advances  and  gross  receipts  from
     exploitation of the Picture and the Property.



8.   TURNAROUND RIGHT

In the event that Purchaser  does not produce a theatrical or television  motion
picture  based  on the  Property  within  five  (5)  years  from the date of the
execution  of this  Agreement,  Owner may  re-acquire  all of the Rights  herein
granted by payment to the  Purchaser of an amount  equivalent to one-half of any
sums paid to Owner by the Purchaser.

9.   TITLE

Owner acknowledges and agrees that included among the rights granted by Owner to
Purchaser hereunder is the right to use the current title of the Property or any
previous  title by which it was  known,  as the title of any  motion  picture or
other  project based upon the Property and in  connection  with the  production,
exhibition,  advertising  and other  exploitation of any motion picture or other
project based upon the Property and all subsidiary rights therein.

10.  REPRESENTATIONS AND WARRANTIES

Owner  represents  and  warrants,   subject  to  the  following  warranties  and
representations of Owner to Purchaser,  Purchaser shall indemnify and hold Owner
harmless  from and against any claim  arising out of or in  connection  with the
development, production or distribution of any derivative work produced from the
Property pursuant to the Rights granted hereunder to Purchaser as follows:

(a)  Owner is the sole  author and creator of the  Property  and is the sole and
     exclusive  owner  throughout the world of all rights in and to the Literary
     Property,  the  Property is not in the public  domain in any country in the
     world where  copyright  protection is available and there is no outstanding
     claim or  litigation  pending  against or  involving  the title,  ownership
     and/or copyright in the Property,  or in any part thereof, or in any rights
     granted  herein and that all  appropriate  protection  of such  rights will
     continue to be maintained by Owner;

(b)  Owner  has the  full and sole  right  and  authority  to  enter  into  this
     Agreement  and to convey  the  Rights  and all  other  rights  conveyed  to
     Purchaser as herein set forth;

(c)  to the best of Owner's knowledge,  no motion picture or dramatic version of
     the Property, or any part of it, has been manufactured, produced, presented
     or authorized; no radio or television development, presentation, or program
     based on the Property, or any part of it, has been manufactured,  produced,
     presented, broadcast or authorized;

(d)  none of the  Rights  herein  granted or  assigned  to  Purchaser  have been
     granted or  assigned,  licensed  or  otherwise  encumbered,  diminished  or
     impaired,  except  with  respect  to  Purchaser  and to the best of Owner's
     knowledge Owner has not committed, omitted to perform any act by which such
     rights could or will be encumbered, diminished or impaired;

(e)  Owner has not adapted the  Property  from any other  literary,  dramatic or
     other material of any kind,  nature or  description,  nor,  except material
     which is in the public domain, has Owner copied or used in the Property the
     plot,  scenes,  sequence or story of any other literary,  dramatic or other



     material;  the Property  does not infringe upon any common law or statutory
     rights in any other literary,  dramatic or other  material;  to the best of
     Owner's knowledge,  no material contained in the Property is libelous or in
     violation  of the right of  privacy of any  person;  to the best of Owner's
     knowledge  that the full  utilization  of any and all  rights in and to the
     Property  granted by Owner  pursuant to this Agreement will not violate the
     rights of any person, firm or corporation.

11.  INDEMNIFICATION

(a)  The parties  hereto agree to  indemnify  the other  against all  judgments,
     liability,  damages,  penalties,  losses and expense (including  reasonable
     legal fees)  which may be  suffered  or assumed by or obtained  against the
     other party by reason of any breach or failure of any warranty or agreement
     herein made by the other party.

(b)  Neither party shall be liable to the other party for damages of any kind in
     connection with any Picture it may produce,  distribute or exhibit,  or for
     damages for any breach of this Agreement  (except  failure to pay the money
     consideration  herein  specified)  occurring  or accruing  before the other
     party has or had  reasonable  notice and  opportunity  to adjust or correct
     such matters.

(c)  All  rights,  licenses  and  privileges  herein  granted to  Purchaser  are
     irrevocable  and not subject to rescission,  restraint or injunction  under
     any circumstances.

12.  PROTECTION OF RIGHTS GRANTED

Owner  hereby  grants  to  Purchaser  the free and  unrestricted  right,  but at
Purchaser's  own cost and  expense,  to  institute  in the name and on behalf of
Owner, or Owner and Purchaser jointly, any and all legal proceedings,  to enjoin
and restrain any infringements of the Rights herein granted,  and hereby assigns
and sets over to  Purchaser  any and all causes of action  relative  to or based
upon any such infringement,  as well as any and all recoveries obtained thereon;
Owner  shall  not  compromise,  settle  or in any  manner  interfere  with  such
litigation if brought; and Purchaser agrees to indemnify and hold Owner harmless
from any costs,  expenses  or damages  which Owner may suffer as a result of any
such suit or proceeding.

Nothing in this  Agreement  will be construed as compelling  or  obligating  the
Purchaser  to  institute  legal  proceedings  on behalf  of Owner,  or Owner and
Purchaser jointly.

13.  COPYRIGHT

Owner  shall  execute  any  documentation  that will  evidence  the  transfer of
copyright in and to the Property of the Purchaser.

14.  CREDIT OBLIGATIONS

Purchaser shall have the right to publish,  advertise,  announce and use, in any
manner or medium,  the name,  approved  biography  and approved  photographs  or



approved  likenesses  (such  consent  not  unreasonably  withheld)  of  Owner in
connection with any exercise by Purchaser of the Rights hereunder, provided such
use shall not constitute an endorsement of any product or service.

Subject to the  foregoing,  Owner shall be accorded the  following  credits on a
single card on screen and in paid ads  controlled  by  Purchaser  and in size of
type (as to height, width,  thickness and boldness) equal to the largest size of
type in which any other person  (other than a performer)  is accorded  credit in
third to last  position and size  according  to  Purchaser's  discretion  in the
following form:

                  "Screenplay by Fidel Thomas"

Alternatively,  Owner has the right to  designate a pseudonym to be used subject
to the  reasonable  approval of the Purchaser  over the  pseudonym  chosen (such
approval not to be unreasonably withheld).

Subject  to the  foregoing,  the  writers  of the Story  shall be  accorded  the
following  credits  on a single  card on screen  and in paid ads  controlled  by
Purchaser  and in size of type (as to height,  width,  thickness  and  boldness)
equal  to the  largest  size of type in  which  any  other  person  (other  than
performer's)  is  accorded  credit  in  second  to  last  position  and  size of
Purchaser's discretion in the following form:

                  "Story by Fidel Thomas"

No other "written by",  "story by" or "screenplay  by" or similar writing credit
shall be given to any other party.

If  Purchaser  shall  exploit  any  other  rights in and to the  Property,  then
Purchaser agrees to give  appropriate  source material credit (as set out above)
to the Property, to the extent that such source material credits are customarily
given in connection with the exploitation of such rights.

No casual or  inadvertent  failure to comply with any of the  provisions of this
clause shall be deemed a breach of this Agreement by the Purchaser. Owner hereby
expressly acknowledges that in the event of a failure or omission constituting a
breach of the  provisions  of this  paragraph,  the damage (if any) caused Owner
thereby is not irreparable or sufficient to entitle Owner to injunctive or other
equitable relief. Consequently, Owner's rights and remedies in the event of such
breach  shall be limited  to the right to  recover  damages in an action at law.
Purchaser  agrees to provide in its contracts with  distributors  of the Picture
that such distributors shall honour  Purchaser's  contractual credit commitments
and agrees to inform such distributors of the credit provisions herein.

15.  INSURANCE

Purchaser  agrees  to add  Owner  as an  additional  insured  to an  Errors  and
Omissions  policy  obtained  for the  production  of any  Picture  based  on the
Property.

16.  NOTICES AND PAYMENTS



All notices and payments hereunder shall be made to the appropriate party at the
following address:

if to the Owner:
- ----------------

8-534 Cambie Street
Vancouver, BC
V6B 2N7


if to the Purchaser:
- --------------------

AMP Productions, Ltd.
2708-939 Homer Street
Vancouver, B.C.
V6B 2W6

Attention: Thomas E. Mills


17.  MISCELLANEOUS

(a)  This  Agreement  between the parties does not constitute a joint venture or
     partnership of any kind.

(b)  All amounts  referred to in this  Agreement  shall refer to currency of the
     United States of America, unless otherwise indicated.

(c)  All  rights,  remedies,  licences,  undertakings,  obligations,  covenants,
     privileges  and other  property  granted  herein shall be  cumulative,  and
     Purchaser may exercise or use any of them separately or in conjunction with
     any one or more of the others.

(d)  A waiver by either party of any term or condition of this  Agreement in any
     instance  shall not be deemed or  construed  to be a waiver of such term or
     condition for the future, or any subsequent breach thereof.

(e)  If any  provision  of this  agreement  is  applied  to either  party or any
     circumstances  shall be adjudged  by a court to be void and  unenforceable,
     such shall in no way  affect any other  provision  of this  Agreement,  the
     application of such provision in any other circumstance, or the validity or
     enforceability of this Agreement.

(f)  The Parties  shall do any and all acts and execute any and all documents as
     may  reasonably be required to give effect to and in  accordance  with this
     Agreement.

(g)  This  Agreement  shall  be  construed  in  accordance  with the laws of the



     Province of British Columbia and Canada.

(h)  Captions are  inserted for  reference  and  convenience  only and in no way
     define,  limit or  describe  the scope of this  Agreement  or intent of any
     provision.

(i)  This Agreement contains the entire understanding of the parties relating to
     the subject matter,  and this Agreement cannot be changed except by written
     Agreement executed by the party to be bound.


IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the ___
day of ______________, 2003.



                                                 ---------------------
                                                 Fidel Thomas


                                                 AMP PRODUCTIONS, LTD.


                                                 per:
                                                      --------------------------
                                                      Thomas E. Mills
                                                      President