TERMINATION AGREEMENT
This Termination Agreement ("Termination Agreement"), dated as of September
10, 1997, is between Cinergi Pictures Entertainment Inc. and Cinergi Productions
N.V. Inc. (collectively "Cinergi") on the one hand and Ixtlan Corporation,
Illusion Entertainment Group, Quetzalcoatl, Inc. and Oliver Stone ("Stone")
(collectively "Producer"), on the other hand.
Reference is made to the Theatrical Motion Picture First Look Deal, dated
as of February 10, 1995, between Cinergi and Producer (the "Agreement"), which
by its terms expires on February 10, 1998. The parties have agreed to an
earlier termination and expiration of obligations under the Agreement on the
terms set forth in this Termination Agreement. Unless set forth to the contrary
herein, all defined terms used in this Termination Agreement shall be defined as
set forth in the Agreement.
The parties hereto hereby agree as follows:
1. Overhead Payment. Cinergi shall concurrently herewith upon execution pay
Producer the sum of $91,098.87 in lieu of any further overhead payments due
under Paragraph 2 of the Agreement.
1
2. Termination. Producer and Cinergi hereby agree that effective as of
September 10, 1997 (the "Termination Date"), the Agreement is expired,
terminated, and inoperative in all respects, and none of the parties thereto
shall have any further obligations to the other in respect thereto, except as
set forth in this Termination Agreement. Without limiting the foregoing, the
parties specifically agree and acknowledge that as of the Termination Date:
a. Producer shall have no further obligation to provide Cinergi with a
First Look as to any properties or projects pursuant to Paragraph 3 of the
Agreement, or otherwise.
b. Excluding the payment made under Paragraph 1 of this Termination
Agreement, Cinergi will have no further obligation to fund or provide overhead
payments to Producer pursuant to Paragraph 2 of the Agreement, or otherwise;
c. Cinergi will have no further obligation to provide funds for
development of projects pursuant to Paragraph 4 of the Agreement under the
Development Fund, or projects approved by Cinergi outside the Development Fund,
or otherwise, except for the project "Scud - The Disposable Assassin" which is
governed by Paragraph 6 below; and
2
d. Stone will have no further obligation to direct and Producer will have
no further obligation to produce any project for Cinergi now or in the future
pursuant to Paragraph 5 and/or 6 of the Agreement, or otherwise.
e. Cinergi will have no further obligation to replenish the Development
Fund.
f. Cinergi will have no obligation to produce or finance production of
any future projects.
3. Development Projects. Attached hereto as Exhibit "A" is a list of all
projects which are in development at Cinergi under the Agreement, including all
approved and discretionary projects (the "Cinergi Development Projects"). The
actual development costs (plus interest) to date expended by Cinergi and daily
interest incurred after the Termination Date (the "Reimbursement Amount") and
all outstanding commitments and obligations for each of the Cinergi Development
Projects ("Commitments") are itemized in Exhibit "A". Other than with respect
to "Scud", Cinergi shall have no further responsibility for any Commitments or
otherwise to pay any monies with respect to the Cinergi Development Projects.
Cinergi warrants and represents that the Commitments itemized on Schedule "A"
set forth all outstanding obligations in respect of the Cinergi Development
Projects.
3
4. Quitclaim of Development Projects. Concurrently with the execution
hereof, Cinergi shall execute and deliver to Producer, a Quitclaim Agreement and
Short Form Assignment in substantially the forms attached hereto as Exhibit "B"
irrevocably conveying to Producer (specific company or individual to be
designated by Producer) all of Cinergi's right, title and interest in and to
each such Cinergi Development Project ("Quitclaim Agreement"), other than "Scud"
which will be governed by Paragraph 6 below.
5. Repayment of Reimbursement Amount For Development Projects. With
respect to each of the Cinergi Development Projects which is actually produced
(i.e. actually commences principal photography), if ever, in the future,
Producer shall cause Cinergi to be paid the Reimbursement Amount as itemized and
set forth on Exhibit "A" for each such project actually produced. The
Reimbursement Amount shall be payable only upon commencement of principal
photography, if ever, of the applicable Cinergi Development Project. Cinergi
shall have a lien and security interest to secure repayment of the Reimbursement
Amount in respect of each of the Cinergi Development Projects. Concurrently
with the execution hereof, Producer shall execute and deliver UCC-1's and an
Assignment and Mortgage of Copyright in the form annexed hereto as Exhibit "C"
to evidence the grant of such security interest. Upon payment of the
Reimbursement Amount for a Cinergi Development Project, Cinergi shall cause a
signed Termination Statement (UCC-2) and Release/Termination of Assignment and
Mortgage of Copyright,
4
to be filed with respect to such project and if Cinergi does not execute and
record such UCC-2 Termination Statement and/or Release/Termination of Assignment
and Mortgage of Copyright within five (5) days after Producer's request,
Producer may do so in Cinergi's name, and for such purpose, Cinergi irrevocably
appoints Producer as Cinergi's attorney-in-fact, which such appointment is
coupled with an interest. Producer does not warrant or represent in any way
that any of the Cinergi Development Projects will be actually produced in the
future.
6. "Scud" Development Project. The project "Scud - The Disposable
Assassin" will remain in development at Cinergi (with Cinergi responsible to pay
all costs and expenses relating thereto) until the earlier of (i) the date
Andrew Vajna ceases to be employed on a full-time basis in his current capacity
of the CEO of Cinergi or (ii) the date Vajna (or an entity owned and controlled
by Vajna) (collectively "Cinergi Newco") acquires and assumes all right, title
and interest to "Scud" (including the obligations reflected in Paragraph 6 or
elsewhere in this Agreement) from Cinergi. In the event that 6.(i) above is the
first to occur, then Paragraph 6.b. below applies. In the event that 6(ii)
above is the first to occur or 6(ii) occurs simultaneously with 6(i) above,
"Scud" remains with Cinergi Newco and Paragraph 6.a. applies.
a. Producer/Stone will remain under all circumstances attached to the
"Scud" project as producer and/or director, for so
5
long as they so elect, and Cinergi or Cinergi Newco (as the case may be) will
continue to develop such project in coordination with Producer. If at any
time, Cinergi or Cinergi Newco does not actively develop (i.e. proceeding
with writing, casting, and/or preproduction activities (e.g., budgeting and
scheduling) when requested by Producer without any significant delay or
interruption) or affirmatively abandons the project, then Producer shall have
the right for a period of 24 months to try and set the project up elsewhere
for development, subject to Cinergi's security interest and payment of
Cinergi and Cinergi Newco's actual costs plus interest ("Scud Reimbursement")
when the project is actually produced elsewhere. Even if Cinergi or Cinergi
Newco is actively developing "Scud", if Stone wants to either actually direct
"Scud" and/or Producer wants to produce "Scud", Cinergi or Cinergi Newco (as
applicable) must approve the project and finalize a deal for the rendition of
Stone's applicable services, (i.e., producing and/or directing services),
within 30 days. If Cinergi Newco does not approve the project and finalize a
deal for Stone's services, Producer/Stone will have the right to try and set
up the project elsewhere (provided that the deal for Stone's services is no
less favorable than the amounts Cinergi Newco offered) for a period of 24
months, subject to Cinergi's security interest and payment of the Scud
Reimbursement if and when the project is actually produced elsewhere.
Cinergi and Cinergi Newco will execute any necessary documents to accomplish
any assignment of rights to "Scud" as provided in this paragraph, upon
payment of the Scud Reimbursement
6
for the project. In the event Producer fails to set up "Scud" with a third
party, then the project stays with Cinergi or Cinergi Newco (as the case may be)
with Producer/Stone attached, for so long as Producer so elects. In the event
that Cinergi Newco does not approve the "Scud" project and finalize a deal for
Stone's services and Producer sets up "Scud" elsewhere, Producer will negotiate
in good faith for at least twenty (20) days the terms of a potential attachment
by Cinergi Newco for the services of Vajna with the third party as a producer on
the project, provided that if the parties are unable to reach complete agreement
as to Vajna's services for any reason within such period, Producer shall have no
other obligation of any kind to Cinergi Newco or Vajna in connection therewith
and Producer (and any third party) shall have the unencumbered right to proceed
with the project without Cinergi Newco's and Vajna's involvement as a producer
or otherwise, subject only to payment of the Scud Reimbursement when the picture
is actually produced elsewhere.
b. In the event that Vajna is no longer employed in his present capacity
on a full time basis with Cinergi and Cinergi Newco has not acquired Cinergi's
right, title and interest in or to "Scud" prior to said termination of Vajna's
services, then, upon Producer's election, all right, title and interest in and
to the project shall automatically and without further condition revert to
Producer, and the provisions of Paragraph 5 above shall apply as to any payment
of the Scud Reimbursement in respect of "Scud" to
7
Cinergi. In order to effect such reversion and conveyance of rights to
Producer, Cinergi shall execute and deliver to Producer a Quitclaim Agreement in
the form annexed hereto as Exhibit "B" for the project, and Producer shall
deliver a UCC-1 and Copyright Mortgage to Cinergi.
c. Cinergi Newco shall provide immediate written notice to Producer of
the acquisition and assumption by Cinergi Newco of all right, title and interest
in "Scud" (including the obligations reflected in this Paragraph 6), and Cinergi
and Cinergi Newco shall provide immediate written notice to Producer if Vajna
shall no longer be employed by Cinergi on a full time basis in his present
capacity.
7. Overhead Reimbursement/Deferments. The parties have agreed to the
following with respect to Adjusted Unreimbursed Overhead (as defined in
Paragraph 14 of the Agreement) and any other overhead payments of any kind to
Cinergi (the "Overhead"). The Overhead will be $6 million, inclusive of all
interest or other charges of any kind incurred now or in the future, subject to
reduction as provided in Paragraph 7.c.d.f. below. Cinergi will be reimbursed
the Overhead (or portions thereof), if any, solely in the manner specified below
and solely if (and only if) the terms and conditions applicable to such
reimbursement have been satisfied:
8
a. $3.5 MILLION ALLOCATION. A sum equal to $3.5 million of the Overhead,
as it may be reduced pursuant to Paragraph 7.c.d.f. below ("Special Projects
Overhead") shall be allocated to the projects "Alexander the Great", "Media
Project", "Cortez", "Patriots" a/k/a "A Few Good Nazis" and "Scud" (the "Special
Projects"). If (and only if) a Special Project is actually produced (i.e.,
commences principal photography), then, subject to the terms and monetary cap
set forth in Paragraph 7.f. below, as to such project actually produced,
Producer will cause Cinergi to receive (i) a cash payment of $175,000 upon
commencement of principal photography of the applicable Special Project, if
ever, and (ii) three contingent deferments in respect of the applicable Special
Project in the amount of $250,000 each, which deferments shall be contingent and
payable to Cinergi, if at all, at the points in time, if ever, that the
applicable Special Project actually reaches "First Cash Breakeven" ($250,000
paid), Second Cash Breakeven ($250,000 paid), and Third Cash Breakeven ($250,000
paid). For these purposes, "First Cash Breakeven" shall be defined as the end
of the accounting period in which "net profits" (or "net proceeds" or "defined
proceeds" or such other comparable term is first reached as defined by the
financier/distributor of the Special Project (if it is a "major motion picture
company") utilizing its standard and customary "net profits" definition,
provided that the distribution fees utilized in computing said "net profits" (or
comparable term) shall be 10% in lieu of any higher distribution fees; "Second
Cash Breakeven" shall be the same
9
definition, but utilizing a 12 1/2% distribution fee; and "Third Cash Breakeven"
shall be the same definition but utilizing a 15% distribution fee. In the event
the financier/distributor is not a "major", then the standard and customary
definition of "net profits" (or comparable term such as Defined Contingent
Proceeds) presently used by Walt Disney Pictures (utilizing 10%, 12 1/2%, and
15% distribution fees in the manner set forth in the foregoing) shall apply to
determine First, Second and Third Cash Breakeven and any obligation by Producer
to pay the contingent deferments in respect of an applicable Special Project.
Producer/Stone do not warrant or represent in any way or respect that any
Special Project will reach or attain First, Second or Third Cash Breakeven.
b. $2.5 Million Allocation. $2.5 million of the Overhead, as it may be
reduced pursuant to Paragraph 7.c.d.f. below ("Director Overhead") shall be
allocated over the next five (5) pictures if, as, and when actually directed
by Stone ("Directed Pictures"). Producer and Stone shall have the sole and
absolute discretion to allocate any portion or amount of the Director
Overhead to a Directed Picture; provided however, that, subject to the terms
and monetary cap set forth in Paragraph 7.f. below, (i) the sum of $125,000
shall be paid to Cinergi by Producer upon commencement of principal
photography, if ever, of each of the Directed Pictures, unless "Mission
Impossible 2" is one of the Directed Pictures, in which case the cash payment
due upon commencement of principal photography shall be $200,000 for
10
"Mission", and $125,000, $100,000, $100,000, and $100,000 for the other four
Directing Pictures, respectively, (ii) Producer will allocate at least $250,000
as a contingent deferment to each Directed Picture, (iii) the aggregate and
total amount allocated by Producer as contingent deferments to all the Directed
Pictures shall not be less than $1,875,000, subject to reduction of this amount
as set forth in Paragraph 7.c.d.f. below. The amount, if any, allocated by
Producer to a particular Directed Picture as a contingent deferment shall be
payable only as a contingent deferment, payable to Cinergi, if (and only if) the
pertinent Directed Picture actually reaches "Second Cash Breakeven", if ever, as
defined and set forth in Paragraph 7.a. above. Producer/Stone do not warrant or
represent in any way or respect that any Directed Picture will reach or attain
"Second Cash Breakeven". Producer shall designate the amount allocable to a
particular Directed Picture as such a contingent deferment (which, subject to
the terms and monetary cap reflected in Paragraph 7.f. below, shall be at least
$250,000 for each Directing Picture) prior to commencement of principal
photography of the Directed Picture involved.
c. With respect to those theatrical motion picture projects set forth in
Exhibit "D" hereto, Producer will cause the amounts therein specified as to
each project to be paid to Cinergi if (and only if) such project is actually
produced (i.e. commences principal photography) by Producer prior to February
10, 1999. As to those projects commenced prior to February 10, 1998, the
parties
11
agree that 50% of any and all amounts so paid to Cinergi shall be applied
against and reduce the aggregate Director Overhead, and that 50% of any and all
amounts so paid to Cinergi shall be applied against and reduce the aggregate
Special Projects Overhead. Thus, for example, if Cinergi received a total of
$500,000 on those projects actually commencing principal photography prior to
February 10, 1998, then the aggregate Director Overhead would be reduced by
$250,000 to $2,250,000 and the Special Projects Overhead would be reduced by
$250,000 to $3,250,000. Producer does not warrant or represent in any way or
respect that any project listed on Exhibit "D" will actually be produced and
commence principal photography prior to February 10, 1999, or at any other time.
d. In the case of those projects listed on Exhibit "D" commencing
principal photography after February 10, 1998, and as to which Cinergi receives
any payments at any time, all (100%) of such amounts paid to Cinergi (if any)
shall be applied against and reduce the aggregate Director Overhead. It is
expressly understood and acknowledged that while Producer shall use good faith
attempts to cause reimbursement to Cinergi of the amounts set forth on Exhibit
"D" for projects which commence principal photography after February 10, 1999,
Producer/Stone shall not be in breach or violation of this Termination Agreement
for any failure for any reason to reimburse Cinergi in respect of such projects.
12
e. Amounts received by Cinergi under Paragraphs 7.c.d. above shall first
be applied against the contingent deferments portion of the Special Overhead
and the Director Overhead respectively and will not directly reduce the amounts
payable upon commencement of principal photography under Paragraphs 7.a.(i) and
7.b.(i) above, but amounts payable under such Paragraphs 7.a.(i) and 7.b.(i) may
be reduced or eliminated as a result of the monetary caps for the Special
Projects Overhead and the Director Overhead, as set forth under Paragraph 7.f.
below.
f. The total amounts paid to Cinergi pursuant to this Paragraph 7
(inclusive of all cash payments and deferments provided herein) shall in no
event exceed the Special Projects Overhead in respect of the Special Projects
and the Director Overhead in respect of the Directing Projects, as both the
Special Projects Overhead and the Director Overhead may be reduced under
Paragraph 7.c.d. above as a result of payments to Cinergi in respect of the
projects listed in Exhibit "D". Once the aggregate Special Projects Overhead
(as it may have been reduced) has been paid to Cinergi, if ever, in accordance
with this Termination Agreement, Producer shall have no further obligation to
allocate any sums to the Special Projects or to make or cause any further
payments of any kind or nature to Cinergi pursuant to Paragraphs 7.a.b.c.d.
above, or otherwise. Once the aggregate Director Overhead (as it may have been
reduced under Paragraph 7.c.d. above) has been paid to Cinergi, if ever, in
accordance with this Termination Agreement,
13
Producer shall have no further obligation to allocate any sums to the Directing
Projects or to make any further payments of any kind or nature to Cinergi in
accordance with Paragraphs 7.a.b.c.d. above, or otherwise.
8. Release.
a. Except for the obligations of the parties under this Termination
Agreement, Cinergi and its employees, officers, directors, successors, and
assigns, and anyone acting on its behalf, hereby release and forever discharge
Producer and all of its employees, shareholders, officers, directors, parents,
agents, predecessors, successors, accountants, attorneys and other
representatives, from any and all claims, demands, actions, causes of action,
and damages, suspected or unsuspected, whether known or not known, based on any
fact, action, transaction, practice, conduct, or omission pertaining to
performance or operation of the Agreement that occurred prior to the date of
this Termination Agreement.
b. Except for the obligations of the parties under this Termination
Agreement, Producer and its employees, officers, directors, successors, and
assigns, and anyone acting on its behalf, hereby release and forever discharge
Cinergi and all of its employees, shareholders, officers, directors, parents,
agents, predecessors, successors, accountants, attorneys and other
14
representatives, from any and all claims, demands, actions, causes of action,
and damages, suspected or unsuspected, whether known or not known, based on any
fact, action, transaction, practice, conduct, or omission pertaining to
performance or operation of the Agreement that occurred prior to the date of
this Termination Agreement (hereinafter collectively referred to as "Released
Claims").
9. With respect to the Released Claims, all rights under California Civil Code
Section 1542 and any similar rights under any similar federal, state or local
statute, rule or regulation, are hereby expressly waived by the parties, and
each of them, notwithstanding any provision to the contrary. California Civil
Code Section 1542 provides as follows:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the Release,
which if known by him, must have materially affected his settlement with the
debtor."
10. The parties, and each of them, and their representatives, heirs,
successors, and assigns expressly waive and release any right or benefit which
they have or may have under Section 1542 of the Civil Code of the State of the
California, to the fullest extent that they may waive all such rights and
benefits pertaining to the matters released herein. It is the intention of the
parties, and
15
each of them, through this Termination Agreement, and with the advice of
counsel, to fully, finally, and forever settle and release all matters in
respect of the Agreement, and all claims relative thereto, in furtherance of
such intention.
11. General Provisions.
a. This Termination Agreement and any controversy which might arise
therefrom shall in all respects be interpreted, enforced and governed by the
laws of the State of California. The parties agree that this Termination
Agreement shall be construed as a whole according to its fair meaning and is not
to be strictly construed for or against either of the parties hereto.
b. This Termination Agreement and the obligations and rights hereunder
may be assigned by Cinergi in whole or in part to the Walt Disney Company or
another financially responsible entity or Cinergi Newco, and by Producer, and
shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and assigns and each and every
entity which is now or ever was a division, parent, successor, predecessor or
subsidiary for each party and its respective legal successors and assigns.
Cinergi hereby directs and instructs that any and all payments due under
Paragraph 7 hereunder shall be paid directly to the Walt Disney Company instead
of Cinergi.
16
c. The parties acknowledge that each of them have not assigned all or any
portion of any claim pertaining to the Released Claims to any person or entity.
In the event any claims are made by any third persons or entities based upon any
purported assignment of any claims asserted in connection with the Released
Claims, then the party who has breached his representation of warranty contained
herein agrees to defend, indemnify and hold harmless the other party from any
said claims being made. In addition, in the event any claims are made by any
third persons or entities based upon the conduct of the other party hereto in
respect of the Agreement or the Cinergi Development Projects, the party whose
conduct gave rise to such claims agrees to indemnify and hold harmless the other
party from any said claims being made.
d. In the event that any covenant, condition or other provision contained
in this Termination Agreement is held to be invalid, void or illegal by any
court of competent jurisdiction, the covenant, condition or other provision
shall be deemed severable from the remainder of this Termination Agreement and
shall in no way affect, impair or invalidate any other covenant, condition or
other provision. If any covenant, condition or other provision shall be deemed
invalid due to its scope or breadth, the covenant, condition or other provision
shall be deemed valid to the extent of the scope or breadth permitted by law.
17
e. No breach of any provision hereof can be waived unless in writing.
Waiver of any one breach of any provision hereof shall not be deemed to be a
waiver of any other breach of the same or any other provision hereof. This
Termination Agreement may be amended only by a written agreement executed by
each of the parties hereto.
f. The parties hereto, and each of them, further represent and warrant
that they have carefully read this Termination Agreement and know the contents
hereof and that they have signed this Termination Agreement with the advice and
recommendation of independent legal counsel.
g. The captions appearing at the commencement of certain paragraphs hereof
are descriptive only and for convenience of reference. Should there by any
conflict between any such caption and the paragraph at the head of which it
appears, the paragraph, and not such caption, shall control and govern in the
construction of this Termination Agreement.
h. The parties agreed to execute such additional documents and perform
such other acts as may be reasonably necessary to effectuate the purposes of
this Termination Agreement.
i. This Termination Agreement constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof, and there are no
terms other than those contained
18
herein. No supplement, modification or termination of this Termination
Agreement shall be deemed valid unless executed in writing by the parties
hereto.
j. This Termination Agreement shall be governed and construed in
accordance with the laws of the State of California and the United States of
America applicable to agreements entered into and fully performed in said State.
Only the California courts (state and federal) shall have jurisdiction over
controversies regarding the obligations of the parties under this Termination
Agreement, and the parties submit to the jurisdiction of such courts in
connection with any such controversies.
k. For no reason or cause whatsoever, including, without limitation a
material breach by Producer and/or Stone, shall Cinergi be entitled to any
remedy other than an action at law for damages, all other rights and remedies
being expressly waived. Without limiting the foregoing, Cinergi understands and
agrees that under no circumstances and for no reason whatsoever shall Cinergi be
entitled or have the right to terminate, stop, enjoin or otherwise interfere
with the development, production or distribution of any Cinergi Development
Project or any other production produced and/or directed by Producer/Stone.
l. Any notice which either party is required or may desire to give to the
other party hereunder shall be in writing and may be
19
served by delivering it to such other party, or by sending it to such other
party by regular U.S. mail and by telecopier (fax), at the following addresses:
Cinergi Pictures Entertainment Inc., 2308 Broadway, Santa Monica, California
90401, Producer, Illusion Entertainment Group, 201 Santa Monica Boulevard, Suite
625, Santa Monica, California 90401, or such substitute address as either party
may from time to time designate by notice to the other party. Copies of notices
to Producer shall be sent concurrently to Greenberg Glusker Fields Claman &
Machtinger LLP, Attention: Robert F. Marshall, Esq., 1900 Avenue of the Stars,
Suite 2100, Los Angeles, California 90067; Facsimile Number: 310/553-0687.
m. Nothing herein contained shall constitute a partnership between or
joint venture by the parties hereto or appoint any party the agent of any other
party. No party shall hold itself out contrary to the terms of this Paragraph
and, except as otherwise specifically provided herein, no party shall become
liable for the representation, act or omission of any other party. This
Agreement is not for the benefit of any third party who is not referred to
herein and shall not be deemed to give any right or remedy to any such third
party.
n. This Termination Agreement may be executed in counterparts and when
each party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and all counterparts taken together
shall constitute one and the
20
same Agreement, which shall be binding and effective as to all parties.
IN WITNESS WHEREOF, the parties have executed this Termination Agreement as
of the date first above written.
DATED: September 30, 1997 IXTLAN CORPORATION
By: /s/ Oliver Stone
-------------------------------------
Its: President
------------------------------------
DATED: September 30, 1997 QUETZALCOATL, INC.
By: /s/ Oliver Stone
-------------------------------------
Its: President
------------------------------------
DATED: September 30, 1997 ILLUSION ENTERTAINMENT GROUP
By: /s/ Oliver Stone
-------------------------------------
Its: President
------------------------------------
DATED: September 30, 1997 /s/ Oliver Stone
-----------------------------------------
Oliver Stone
DATED: September 30, 1997 CINERGI PICTURES ENTERTAINMENT, INC.
By: /s/ Randolph M. Paul
-------------------------------------
Its: Senior Vice President
------------------------------------
DATED: September 30, 1997 CINERGI PRODUCTIONS, N.W., INC.
By: /s/ Randolph M. Paul
-------------------------------------
Its: Senior Vice President
------------------------------------
21
APPROVED AND ACCEPTED WITH REGARD TO PARAGRAPH 6:
DATED: October 9, 1997 /s/ Andrew Vajna
-----------------------------------------
ANDREW VAJNA individually and on behalf of
any entity that he owns and controls which
acquires rights under Paragraph 6 hereof.
22