U.S. SECURITIES AND EXCHANGE COMMISSION
                  Washington, DC  20549

                           FORM 10-SB

           General Form For Registration of Securities
          of Small Business Issuers Under Section 12(b)
              or 12(g) of the Securities Act of 1934


                            TAMARAK, INC.
          (Name of Small Business Issuer in its Charter)


     Nevada,  U.S.A.                          95-4790148
(State or Other Jurisdiction   (IRS Employer Identification No.)
   of Incorporation or
   Organization)


7311 Van Nuys Boulevard, Suite 2, Van Nuys, California    91405
(Address of Principal Executive Offices)              (Zip Code)


                     Issuer's Telephone Number
                         (818) 780-2890


Securities to be registered under Section 12(b) of the Act:


Title of Each Class                Name of Each Exchange on Which
to be so Registered                Each Class is to be Registered
      None                              None

Securities to be registered under Section 12(g) of the Act:

Common Stock
(Title of Class)

     ITEM 1.   DESCRIPTION OF BUSINESS


     (a) History and Development of the Company

     Tamarak was duly incorporated in Nevada on March 16, 2000,
for the purpose of creating a vehicle to finance, produce and
distribute theatrical and television films in the United States
and abroad.

     (b) Business of the Company

     Tamarak is engaged in the business of production and
development of theatrical and television films.  For its first
project, the Company is producing a mini-series based upon the
life and exploits of Jacqueline Cochran, a world-renowned
aviatrix.  The Company anticipates that the program will be
aired on a major commercial television network, bringing
immediate recognition, visibility and credibility to the
Company.  Concurrently, the Company has acquired four
screenplays of different genres that will appeal to a wide
audience: 1. "System of Justice" (Suspense, murder mystery);
2. "Duster" (Heartwarming personal drama combined with exciting
action);  3. "Deadly Innocence" (Contemporary intrigue about
murder, greed, toxic waste and insurance fraud); 4. "King of
Diamonds" (Fast-paced international jewel caper).

     (c) Market and Industry Analysis

     Motion Picture Investments

     We believe the entire business of financing and making
motion pictures for the purpose of attaining the greatest
financial return  has changed substantially for the better.

     While this is not to imply that film making has become
risk-free, a major part of the risk can be removed and the
"upside potential" remains as great, or greater, than ever.

     First, in the area of production, we have learned that
significant economies can be effected through careful planning.
For example, a good deal of thought is given to the possibility
of making certain scenes in existing sets rather than building
expensive new sets.  Whenever possible, natural locations are
used, and on some occasions certain scenes will be eliminated
altogether because their cost is not justified and ways are
found to "shoot around" those scenes.

     Consideration is given to the film market before
recommendations are made.  For example, knowing that, according
to "Variety", nearly 70% of the film-going public is between 16
and 30 years of age, "youth-oriented" films meet with greater
enthusiasm and larger box office receipts than films which
overlook the younger markets.  Similarly, because this same
segment of the public is largely music oriented and comprise
the greater part of the record buying public, emphasis is
placed on the soundtrack of a youth film.  At the same time,
with the Nation's average age rising with each passing year,
the market for more "mature, adult" films continues to widen as
the earlier "youth market" patrons mature into young adulthood
and move toward middle-age.

     We know that, as a rule of thumb, a film must gross (take
in box office revenues) about 3 times its cost in order to
break even, given typical distribution arrangements.  Famous
name ("star") performers must be capable of attracting greater
box office and, by formula, the decision to hire or not to hire
a major name performer can be made by examining the probability
of that name attracting at least 2 or 3 times his salary in box
office gross.

     Other sources of revenue also exist and they are available
for exploitation.  The most obvious of these are domestic
television rights and rights for foreign distribution of the
film itself. Needless to say, certain films have greater or
lesser value in these markets.  Similar equations exist for
foreign sales.  It is important to carefully examine the
potential of a film for these markets in advance as a way of
predicting, to some degree, the probable revenue of the film
before committing to its manufacture.

     Returning back to theater exhibition, there are some
interesting statistics:

     1.   There are over 18,000 theaters in the United States.
More screens are being added each year.

     2.   Each type of theater has about a 500 "viewer unit"
capacity, on average.

     3.   Over 2,500 indoor theaters boast more than one
screen, with more 8-, 10- and 12-screen cineplex theaters
opening each year.

     4.   Including drive-ins, there are over 22,000 screens in
the United States.

     5.   During a recent year, as published in "Variety", the
eight major companies in the Motion Picture Association of
America distributed a total of fewer than 150 feature films.
Of these, just under 20% were re-issues.  Thus, the eight
majors released barely 120 new films in that year!

     6.   The twenty-one leading film distributors in the
United States (including the "big eight" referred to above)
distributed a total of fewer than 400 films per year ... to
play on over 22,000 screens.

     7.   The average U. S. theater enjoys average daily paid
admissions, at an average of about $6.00 per ticket, of just
under $1,000 per day.

     8.   Total U. S. motion picture theater admissions in
recent years have pushed beyond the $4 billion mark.

     Basically, there are six definable markets for any motion
picture. These are:

     1.   Domestic (U. S. and Canadian) theatrical exhibition.

     2.   Foreign theatrical exhibition.

     3.   Domestic (North American) television (commercial and
cable).

     4.   Foreign television.

     5.   Video tape sales and rentals, video discs and CDs.

     6.   Ancillary markets such as in-flight, shipboard,
hotels, military, etc.

     (d) Market and Profit Potential

     New Industry Developments

     With the decline in the power and financial strength of
the so-called "major" studios, a vacuum has been created in
film production centers throughout the world.  Without the
resources of the majors, there is insufficient capital to fill
the film production void.

     We believe, on the other hand, the demand for film
products has not slackened. Indeed, it has increased.  The
younger generation is firmly committed to film as the only
"relevant art."  Box office grosses continue to be impressive.

     With the tight money market now prevailing, the
traditional sources of financing for motion pictures (e.g.,
banks, distributors, studios, etc.) have been unable to provide
sufficient capital to maintain a healthy flow of product.  This
situation -- a healthy market, but weak sources of supply --
provides an opportunity for outsiders to enter the film
production and distribution market as never before.

     We believe that persons entering the film production or
distribution fields need no longer be concerned with huge
start-up costs or overhead. This has enabled new venture
capital to flow into motion picture production.  Companies
which have never been involved in motion pictures have rapidly
moved into the field.

     On the major industrial level, national companies in
unrelated areas such as Quaker Oats, Mattel Toys, Faberg ,
Bristol Myers, U.S. Steel, and even The Reader's Digest, have
entered the film production industry.

     (e) Distribution

     The commercial success of any film is dependent upon
distribution.  Many independent films never find a distributor.
as independent producers, we know that Independent producers
often feel that the risk of beginning a project without some
sort of distribution arrangement is simply too great.  Often,
their financing is dependent on their having a distribution
deal prior to production of the film.

     The revenue of a distributor is derived not just from the
theatrical exploitation of a film.  It also includes receipts
from television and cable sales, video cassettes, ancillary
rights, non-theatrical distribution rights, merchandising
rights and even sound track albums and music rights.

     The marketing department of the distributor determines how
a picture will be sold.  This includes the concept for the
campaign and the marketing strategy as to where to open the
picture and when.

     Normally, the distributor receives all funds from the
exploitation of a film.  Off the top comes the distributor's
fee.  Then all cost and expenses of distribution (prints,
promotion and advertising) are deducted.  It is not unusual for
a finance charge to be added to this amount.  The production
company then gets the balance.

     Domestic Distribution

     As reported in several trade publications, the United
States has been divided into thirty-two territories such as the
Chicago exchange, the New England exchange and the Philadelphia
exchange.  In each exchange there are several "states righters"
or sub-distributors (subs).  The distributor selects a sub from
this group to book films into the theaters in their exchange.
Subs are then paid a percentage of the box office.

     Today, because of the advances in communication and
shipping technology, distributors have sales offices only in
the principal exchanges.  In the remaining territories, they
operate sub-depots that function as shipping offices for their
films and related promotional materials.  Independent
distributors generally book directly with theaters only in
their home territories.  All national distributors work closely
with their subs to insure optimum release patterns for their
films.

     Foreign Distribution

     A domestic distribution deal usually refers to the
distribution of a film in the United States and Canada. Foreign
distribution refers to the rest of the world.

     It is common for a producer to make separate distribution
deals with different distributors for domestic and foreign
release.

     We believe the foreign market for motions pictures is
worth approximately 40% to 60% of the total world market.  The
relative worth of each territory will vary from picture to
picture.

     Sales to foreign countries are often initiated at film
festivals such as the Cannes Film Festival, the Milan Film
Festival and the American Film Market.  At each of these
festivals a great deal of attention is devoted to servicing the
needs of an aggressive "buying market."  Distributors come from
around the world to view films.  Foreign distributors will also
evaluate pre-production packages for possible foreign
pre-sales.

     (f) Demand for Product

     There is a shortage of good motion pictures.  The supply
comes nowhere near to matching the demand.  As we noted
earlier, there are over 22,000 theater screens in the United
States.  Therefore, 450 films per year does not begin to
furnish their needs.  The theaters are compelled to show any
type of film they can obtain to keep their doors open.

     To date, according to statistics published in "Variety"
and other trade magazines, independent producers are
responsible for 75% of all films made worldwide.  The
independent producer has three primary options regarding
distribution.  These include (1) the outright sale of the film
to a national distributor, (2) the merchandising of the film by
the production company itself, or (3) the use of smaller
regional sub-distributors who may promote the film in their
respective geographic areas.  Distribution of films often
relies on all three methods to one degree or another.

     Another market, television, can consume nearly every film
that has been or is presently being produced.  If each of the
three major commercial networks would show only one film per
night, they would need over 1,000 films per year.  In the Los
Angeles area alone, there are over 10,000 full-length features
aired each year.  Of course, many films are repeated several
times because there are no new films to replace them.

     Because of the great demand created by network, cable and
satellite television, these market outlets are often willing to
pay for films in advance, or as soon as they are completed in
order to guarantee themselves future product.  They will
contract with the producers to rent films, and then not show
them on the air until 18 months after theatrical distribution.
Besides the networks, there are hundreds of independent
television stations that rent through syndication outlets.

     Additionally, the world outside of the United States and
Canada now accounts for more than 50% of the distributor's
revenue for American films.  The most significant foreign
revenues come from Europe (including England).  A fair estimate
would place 50% of foreign receipts as emanating from this
source.

     Feature film production has hit all-time highs in recent
years. Production starts increase each year.  We believe most
of this enormous production surge is due to the increased
activity by independent producers, although the "majors" are
also increasing production beyond the capacity of their own
Hollywood facilities to accommodate these productions.

     (g) Estimated Projected Income

     Projected Income

     Not every picture is a financial success, and some are
even catastrophic failures.  This often has more to do with
poor planning and overspending than with a poor quality
picture.  Recalling the nearly 3-to-1 ratio of box office
dollars to production dollars to reach "break even,"  it is
easy to see that a picture that grosses $50 million at the box
office will be a rounding success if it cost only $10-15
million to produce, yet a dismal disappointment if its
production and marketing costs were over $50-million (as has
been the case with many pictures in recent years, with a few
production budgets even approaching the $200 million mark! See
"Ishtar" or "Waterworld").  With prudent planning and budgetary
controls, we believe investors can anticipate a return of their
entire capital participation.  The return on their capital
could begin within a period of twelve (12) months from
completion of principal photography.  A television network sale
may be completed, and revenue received prior to the picture
being released theatrically.  The music rights and royalties
can begin flowing back to investors within a few months after
music is published and released.

     Cash Outflows

     A.   General - Generally, the significant costs of
producing and distributing a film occur well in advance of the
related revenue flows.  This requires significant up-front
investment by motion picture producers and/or financing
organizations.

     B.   Production Costs  - Production costs include the cost
of the story, salaries of cast, directors, producers, set
construction and operations, wardrobe, sound synchronization,
editing, production overhead and any other costs necessary to
create a finished film negative.  Generally, the complete
production process can take a year to 18 months.  We know from
experience that an illustrative cash outflow for a film having
a 12 month production process is as follows:

          1.   10% of total in first 3 months

          2.   65% of total in second 3 months

          3.   15% of total in third 3 months

          4.   10% of total in the fourth and final 3 months.

     C.   Distribution Fees - Typically, films are distributed
by organizations that specialize in this activity. Distributors
are generally paid a percentage of gross revenues (not box
office receipts) from the market into which the film is
distributed. Distribution fees can be as follows:

          1.   Domestic theatrical market - 20% to 35%

          2.   Foreign theatrical market - 35% to 45%

          3.   Pay television market - 20% to 25%

          4.   Network television market - 10% to 15%

          5.   Syndication television market - 30% to 45%

     D.   Advertising - Advertising expenditures frequently are
equal to or greater than the film's production cost.
Advertising costs are spent early in the film's distribution
plan as indicated by the following example:

          1.   20% of total before theatrical release

          2.   90% of total within 6 months of theatrical
release

          3.   95% of total within 12 months of theatrical
release.

     E.   Prints - "Prints" are films which are ready to show
to the viewing public.  Print costs are also incurred early in
a film's distribution plan.


     Cash Inflows

     A.   Films are usually exploited on a sequential
market-by-market basis.  An illustrative distribution plan is
as follows:


Market                   Timing (months from date of release)

Domestic Theatrical           1 - 15 months

Foreign Theatrical            7 - 24 months

Pay Television                19 - 24 months

Network Television            25 - 60 months

Worldwide Television
 Syndication                  61 - 96 months

All Other Markets:
 (Merchandising, cassettes/video
  disks, Video CDs,
  Soundtrack CDs, etc.)       throughout distribution





     B.   An illustrative cash receipts timing for these
markets is as follows:



                              Months of           Percentage of
                              Release             Cash Received

Domestic Theatrical           1 - 12              80%
                              13 - 18             20%

Foreign Theatrical            7 - 18              70%
                              19 - 24             30%

Pay Television                19 - 24             100%

Network Television            25 - 36             40%
                              37 - 48             40%
                              49 - 60             20%

Worldwide TV Syndication      61 - 72             42%
                              73 - 84             29%
                              85 - 96             29%

     (h) License -- Regulation

     The Company will conduct business in the United States
under the regulation of U.S. corporate laws and pertinent
business and professions codes.

     (i) Liquidity and Capital Resources

     Absent funds raised in any offerings, the Company is
relying on funds committed by the principals and a moderation
of its growth prospects to sustain operations for the next
twelve months.  The Company needs no additional funding to
continue its operations for the next 12 months.




ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION.

     For its first project, the Company will be producing a
mini-series based upon the life and exploits of Jacqueline
Cochran, a world-renowned aviatrix.  The Company anticipates
that the program will be aired on a major commercial television
network, bringing immediate recognition, visibility and
credibility to the Company.  Concurrently, the Company has
acquired four screenplays of different genres that will appeal
to a wide audience: 1. "System of Justice" (Suspense, murder
mystery);  2. "Duster" (Heartwarming personal drama combined
with exciting action);  3. "Deadly Innocence" (Contemporary
intrigue about murder, greed, toxic waste and insurance fraud);
4. "King of Diamonds" (Fast paced international jewel caper).

     The Company is relying on funds committed by the
principals and a moderation of its growth prospects to sustain
operations for the next twelve months.  If additional cash is
not raised, the Company can not achieve its goal of producing
the Jacqueline Cochran mini-series.  The production of the
aforementioned mini-series involves the purchase of the
necessary equipment to facilitate the production process.  Some
of these purchases could be quite significant.

     The Company plans to increase its manpower by hiring more
employees to help facilitate the production of the mini-series.
This hiring depends on the amount and timing of the funding
necessary to get this project started.  The Company will make
those decisions based on its financial capabilities.


ITEM 3.   DESCRIPTION OF PROPERTY.

     The Company presently maintains an office at 7311 Van Nuys
Blvd., Suite 2, Van Nuys, California 07054.  The term of this
lease is month to month.  The Company at present owns no
production equipment.


ITEM 4.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT.

     The table below identifies any individuals (including any
"group") who is known to the company to be the beneficial owner
of more than five percent of any class of our voting
securities:

Title of       Name and            Amount and      Percentage
of
class          Address of          Nature of       Class
               Beneficial          Beneficial
               Owner               Ownership


Common         AJ Leydton          15,861,500          73.39%
               7311 Van Nuys Blvd.
               Suite 2, Van Nuys CA

Common         Frank Stewart        2,513,500          11.63%
               7311 Van Nuys Blvd.
               Suite 2, Van Nuys CA


     The table below sets forth the ownership by all directors
and nominees, and each of the named executive officers of the
Company, and directors and executive officers as a group.

Title of       Name and            Amount and      Percentage
of
class          Address of          Nature of       Class
               Beneficial          Beneficial
               Owner               Ownership


Common         AJ Leydton          15,861,500          73.39%
               7311 Van Nuys Blvd.
               Suite 2, Van Nuys CA

Common         Frank Stewart        2,513,500          11.63%
               7311 Van Nuys Blvd.
               Suite 2, Van Nuys CA

Common         All officers as a   19,375,000          95.02%
               Group

There are no agreements between or among any of the
shareholders which would restrict the issuance of shares in a
manner that would cause any change of control of the Company.


ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS.

A.J. Leydton, 68, President, CEO and Director of Tamarak, was
born in New York City.  He attended St. John's University where
he majored in accounting.  Upon graduation he was awarded the
degree of Bachelor of Business Administration.  He went on to
law school and received a Juris Doctor degree from New York Law
School.

     In 1967 he joined the national C.P.A. firm of Seidman &
Seidman as the administrative principal of their Beverly Hills
tax department.  He was also the firm's leading tax advocate.
In 1974 he left Seidman & Seidman to form his own tax practice.
During his professional career he received many academic and
achievement awards.

     Mr. Leydton's introduction to the motion picture industry
came indirectly as a result of a tax case with which he was
involved.  In 1978 he left private practice to become president
of an independent motion picture production company, Suncrest
Cinema, Inc.

     His first production was The Last Word, directed by Roy
Bolting and featuring Richard Harris, Karen Black and Martin
Landau.  The following year he produced The Hungry Edge,
directed by Ted Post and featuring Rita Moreno.  Other films
include The Palermo Affair and Two Guys From Space with Chevy
Chase.  Leydton also wrote and produced the award-winning
documentary "We Served on behalf of The United Way."

     In 1981, Leydton left the production company (Suncrest
Cinema) and formed his own company, Tamarak Films, Inc.


Frank Stewart, 54, is the Vice President, Chief Operating
Officer and Director of Tamarak.  He brings to the Company his
many years of extensive experience in film, television and
theatrical writing, development and production.  From 1986 to
the present, Mr. Stewart has been involved in writing,
development and pre-production work for Tamarak Films
International.  From 1978 to 1988, he was involved in  writing,
development and pre-production consulting for independent
production companies in Texas, where his films included
Vanishing Breed, The Return Of The Virginian, On The Road
Again, Resurrection, The Big Brawl and Once Upon A Spy.  Prior
to that, Mr. Stewart taught screenwriting at USC and at the
University of Texas, Austin.

     Mr. Stewart's current feature film projects (in
development) include System of Justice, Duster, King Of
Diamonds and Deadly Innocence.  His current television projects
(in development) include The Jacqueline Cochran Story and The
Pittman Files.  Mr. Stewart has a published novel, River
Rising: A Cherokee Odyssey (Wohali Press: 1998).

     Mr. Stewart attended the University Of Southern California
School of Communications, where he received an M.F.A. degree in
Film Production (Writing and Directing).  Mr. Stewart also
attended St. Mary's University in San Antonio, Texas, where he
received a Master's degree in English Literature, as well as
Stephen F. Austin University in Nacogdoches, Texas, where he
received a B.A. degree in English and German and a B.F.A. in
art.

David Nagy, 46 , is the Secretary, General Counsel and
Compliance officer of Tamarak, Inc.  Mr. Nagy is an attorney
admitted to practice law in the State of California.  He
received his J.D. from Hastings College of the Law in 1993 and
became an associate at the firm of Keil & Weinkauf in
Washington, DC, the same year, focusing on intellectual
property law.  In 1996, he started his own practice
specializing in entertainment and intellectual property law,
representing production companies, music publishers, composers
and musicians.  Mr. Nagy is fluent in German and Danish.

None of the officers or directors has, in the last 10 years,
been involved in a bankruptcy, criminal conviction, or subject
to any order, judgment or decree, not subsequently reversed,
suspended or vacated of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business,
securities or banking activities, or has been found to be
guilty of any securities laws infractions.

(b)  There are no significant employees who are not described
as executives above, and there are no family relationships
among directors, executive officers or any nominees to these
positions.


ITEM 6.   EXECUTIVE COMPENSATION.





(Format change)
     EXECUTIVE COMPENSATION AND OTHER INFORMATION



Summary Compensation Table

     The following summarizes the aggregate compensation paid
during those fiscal years to our Executive Officers:

                                           
          
                                          Annual
     Long Term
                                       Compensation
    Compensation

- --------------------------------------------  ------------

     Securities
Name and                                               Other
Annual   Underlying
Principal Position     Year    Salary     Bonus
Compensation   Options
- ------------------     ----    ------     -----
- ------------   ----------

AJ Leydton     2001      0         0         0
     0         0
               2000      0         0         0
     0         0
               1999      0         0         0
     0         0

Frank Stewart  2001      0         0         0
     0         0
               2000      0         0         0
     0         0
               1999      0         0         0
     0         0

David Nagy     2001      0         0         0
     0         0
               2000      -         -         -
     -         -
               1999      -         -         -
     -         -


The existing officers and directors of the Company currently
serve on a non-compensated basis.



(format change)

ITEM 7.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company has not acquired any assets other than in the
ordinary course of business during its entire existence, and no
single asset has a value in excess of $100,000.

     Furthermore, other than the original incorporation in
March of 2000, there have been no transactions to which the
Company was a party, in which any director or executive officer
had a direct or indirect material interest.


ITEM 8.   DESCRIPTION OF SECURITIES.

     The following statements do not purport to be complete and
are qualified in their entirety by reference to the detailed
provisions of the Company's Articles of Incorporation and
Bylaws, copies of which are attached as exhibits to this
document.

Common Shares

     The Company's authorized capital stock consists of
50,000,000 shares of Common Stock with a $.001 par value.  As
of the date of this document, the Company has outstanding
21,612,000 shares of its Common Stock.

Outstanding Options to Purchase Common Stock

     There are no options held by anyone with respect to
purchase of the Company's common stock.

Dividend Policy

     Holders of the Company's Common Stock are entitled to
receive dividends when declared by the Board of Directors out
of funds legally available for distribution.  Dividends may be
paid in cash, property or shares of the Company common stock.
The Company has not paid any dividends since its inception, and
it is not likely that any dividends on its Common Stock will be
declared at any time in the foreseeable future.  Any dividends
will be subject to the discretion of the Company's Board of
Directors, and will depend upon, among other things, the
operating and financial condition of the Company, its capital
requirements and general business conditions.  Therefore, there
can be no assurance that any dividends on the Company's Common
Stock will be paid in the future.

Shares Eligible for Future Sale

     1,612,000 shares of the Company's common stock are
unrestricted, having been purchased by investors in a recent
registered Rule 504 offering conducted under Nevada Revised
Statute section 90.490.  Of the 21,612,000 shares of common
stock currently outstanding, 20,000,000 are "restricted
securities" as that term is defined under Rule 144 promulgated
under the Securities Act of 1933, as amended, in that such
shares were issued and sold by the Company without
registration, as private transactions not involving a public
offering, or are securities held by affiliates.  Although
restricted and affiliated securities are not presently
tradeable in any public market which may develop for the common
stock, these securities may in the future be publicly sold into
the market, if a market should develop, in accordance with the
provisions of Rule 144.  In general, under Rule 144 as
currently in effect, a person (or group of persons whose shares
are aggregated), including affiliates of the Company, can sell,
within any three-month period, a number of shares of restricted
securities that does not exceed the greater of 1% of the total
number of outstanding shares of the same class, or (if the
Company's stock becomes quoted on NASDAQ or a stock exchange),
the reported average weekly trading volume during the four
calendar weeks preceding the sale, provided that at least one
year has elapsed since the restricted securities being sold
were acquired from the Company or any affiliate of the Company,
and provided further that certain other conditions are also
satisfied.  If at least two years have elapsed since the
restricted securities were acquired from the Company or an
affiliate of the Company, a person who has not been an
affiliate of the Company for at least three months is entitled
to sell these restricted shares under Rule 144 without regard
to any limitations on the amount.  Future sales by current
shareholders, especially of substantial amounts, could depress
the market price of the Common Stock in any market that may
develop.


PART II

ITEM 1.   MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
          COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

     The Company has never been listed on any exchange, nor has
it traded its shares in any private or "pink sheet" style of
marketplace.  At the date of this filing, the Company has 41
shareholders who acquired 1,612,000 shares in the Rule 504
offering, and approximately 20 shareholders who have held their
shares at least one year, and in most cases, for more than two
years since the date of issuance.  All of the shareholders
holding restricted shares would be eligible for transactions
under Rule 144, governed, however, by the volume limitations of
144(e) with respect to any existing or former shareholders that
are officers, directors or affiliates (or were at the time of
the issuance of the shares).  No dividends have been earned or
declared since the inception of the Company.


ITEM 2.   LEGAL PROCEEDINGS.

     To the knowledge of the officers and directors of the
Company, neither the Company nor any of its officers or
directors is a party to any material legal proceeding or
litigation and such persons know of no material legal
proceeding or litigation contemplated or threatened.  There are
no judgments against the Company or its officers or directors.
None of the officers or directors has been convicted of a
felony or misdemeanor relating to securities or performance in
corporate office.


ITEM 3.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.


ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES.

     In November 2001, the Company's Board of Directors passed
a resolution authorizing a private placement of the Company's
securities in order to raise capital.  Management was granted
authority to prepare a Private Placement Memorandum pursuant to
Rule 504 of Regulation D,  governing the Limited Offer and Sale
of Securities Without Registration Under the Securities Act of
1933 (as amended) and to register the securities in any state
or jurisdiction that management felt was required and
appropriate.  The Offering, elected under Nevada Rules, called
for the Company to offer for sale up to 5,000,000 shares of the
Company's common stock at $0.05 per share.  The Offering was
closed on February 20th, 2001, and resulted in 1,162,000 shares
of the Company's $0.0001 par value common stock being issued to
41 separate investors.  As a result of the Offering, the
Company raised an aggregate of $80,600, netting, after
commissions, accounting and legal expenses, a total of $53,470.


ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Articles VIII and IX of the Articles of Incorporation
provide that no director of the Company shall have personal
liability to the corporation or to its shareholders for damages
for any breach of duty in such capacity, provided, however,
that the provisions shall not eliminate or limit:

     (a) the liability of any director of the corporation if a
judgment or other final adjudication adverse to him establishes
that his acts or omissions were in bad faith or involved
intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage
to which he was not legally entitled or, with respect to any
director of the corporation, that his acts violated Section xxx
of the Nevada Revised Statutes or

     (b)  the liability of a director for any act or omission
prior to the final adoption of this article.





PART F/S  FINANCIAL.


                         TAMARAK, INC.

                      FINANCIAL STATEMENTS

              MARCH 16, 2000 to JANUARY 31, 2002


Accountants' Audit Report                                   1

Financial Statements

   Balance Sheet                                            2

   Income Statement                                         3

   Statement of stockholder's equity                        4

   Statement of changes in cash                             5

   Notes to financial statements                        6 - 9






     INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders of
Tamarak, Inc.


We have audited the accompanying balance sheet of Tamarak,
Inc., (A Nevada Corporation) as of January 31, 2002, and the
related statements of operations, stockholder's equity, and
cash flows for the year then ended.  These financial statements
are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Tamarak, Inc., as of January 31, 2002, and the
results of its operations and its cash flows for the year then
ended in conformity with accounting principles generally
accepted in the United States of America.


Gaytan, Kallman & Company, LLP, CPA's
Los Angeles, California
April 17, 2002












TAMARAK, INC.
BALANCE SHEET
For the Period from March 16, 2000 to January 31, 2002

Current Assets
 Cash                                               $    7,907

Property, Plant and Equipment (Note 2)
 Office furniture and equipment                            448
 Accumulated depreciation                              (    82)
                                                     $  -------

 Total Property, plant and equipment                       366

Other Assets (Note 4)
 Stories and scenarios                                 400,000

     Total Assets                                   $  408,273
                                                      ========

LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
 Loan Payable - Stock Advance (Note 9)              $    6,250
 Loan Payable - Officers (Note 3)                       19,623
                                                      --------

 Total current liabilities                          $   25,873
                                                      --------
Stockholder's Equity (Note 6)
 Common stock - authorized 50,000,000                   20,000
   shares, par value $.001; 20,000,000
   shares issued and outstanding

 Paid in capital                                       402,986
 Deficit accumulated during development stage         ( 40,586)
                                                       -------
      Total Liabilities and Shareholders' Equity     $ 408,273


     (See accompanying notes and accountants' report)


     TAMARAK, INC.
     STATEMENT OF OPERATIONS
     For the Period from March 16, 2000 to January 31, 2002

                                          Current
                                          Period
Cumulative

Revenue
 Revenues                                      0              0

Operating Expenses
 Administrative                          $ 5,000       $  6,402
 Auto Expense                                590            590
 Cable and Web Services                      415            810
 Depreciation                                 82             82
 Document Fees                             1,409          1,409
 Dues and Subscriptions                        0          5,257
 Entertainment                               467            467
 Insurance                                   512          1,085
 Legal Fees                               10,100         10,100
 Office Expense                              228            759
 Postage                                       0            187
 Printing                                    210          1,260
 Rent                                      3,761          8,396
 State Filing Fees                           305            305
 Telephone                                   577          1,876
 Transfer Agent                            1,000          1,601
                                          ------         ------
 Total Operating Expenses               $ 24,656       $ 40,586
                                          ------         ------
     Loss from Operations               $(24,656)     $(40,586)
                                          ======         ======






     (See accompanying notes and accountants' report)




(format change)

TAMARAK, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
For the Period from March 16, 2000 to January 31, 2002

                                            Per Share
                                              Value
                    Accumulated
                                           20,000,000
         Retained      Other
                               Amount        Shares    Common
Paid-in   Earnings Comprehensive
                           Contribution      Issued     Stock
Capital  (deficit)    Income     Total
                                             
                      
Contribution - Non-cash,
 March 16, 2000 (Note 4)     $ 400,000       $0.020   $20,000
$380,000        -          -   $400,000

Contribution - Cash,
 March 16, 2000                 22,986       $0.001
22,986        -          -     22,986
                               -------        -----   -------
- --------  --------     ------  --------
Total Value Per Share Based
 on Contributions                            $0.021
                             $  0.021

Balance - February 28, 2001                            20,000
402,986   (15,930)        -    407,056

     Net Loss
         (24,656)             (24,656)
                               -------        -----   -------
- -------  --------     ------  --------
Balance - January 31, 2002                            $20,000
$402,986  $(40,586)            $382,400
                               =======        =====   =======
=======  ========     ======  ========



     (See accompanying notes and accountants' report)



(format change)

TAMARAK, INC.
STATEMENT OF CASH FLOWS
For the Period from March 16, 2000 to January 31, 2002

                                            Current
                                            Period  Cumulative
                                            ------- ----------

Cash flows from operating activities
 Net Loss                               $ (24,856)   $(40,586)
 Adjustments to reconcile net loss to
   net cash used by operating activities
   Depreciation                                82          82
   Increase in other assets                     -     ( 6,609)
   Decrease in other assets                 6,608       6,609
                                           ------     --------

 Net cash used in operating activities  $ (17,966)   $(40,504)
                                           ------     --------

Cash flows from investing activities
 Purchase of equipment                          -     (   448)
                                           ------     -------
 Net cash used in investing activities          -     (   448)
                                           ------     -------

Cash flows from financing activities
 Proceeds from issuance of stock
    subscription receivable             $   6,250    $  6,250
 Proceeds from officer loan                19,623      19,623
 Contribution of capital                        -      22,986
                                           ------     -------
 Net cash provided by financing activities 25,873    $ 48,859
                                           ------     -------
Net increase in cash                        7,907       7,907
Cash, beginning of year                         -           -
                                           ------     -------
Cash, end of period                         7,907       7,907
                                           ======     =======


     (See accompanying notes and accountants' report)








     TAMARAK, INC.
     NOTES TO FINANCIAL STATEMENTS
     For the Period March 16, 2000 to January 31, 2002

1.   DEVELOPMENT STAGE COMPANY

Tamarak Inc., a development stage company that incorporated on
March 16, 2000, is engaged in the development of theatrical and
television films.  The Company has no significant revenues from
its principle operations.  The Company is currently engaged in
acquiring the necessary financing for the production of major
motion pictures and a network television mini-series.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingencies at
the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.

Cash

The Company maintains its cash balances in two financial
institutions located in Los Angeles, California.  The balances
are insured by the Federal Deposit Insurance Corporation up to
$100,000.  The Company has no cash balances at risk as of
January 31, 2002.

Property and Equipment

Property and equipment are stated at cost.  Depreciation is
calculated using the straight-line method for financial
statement purposes over the estimated useful lives of assets.


3.   RELATED PARTY TRANSACTIONS

As of January 31, 2002, A.J. Leydton, President and CEO of
Tamarak, Inc., had made a loan to the Company.  The loan is
unsecured, non-interest bearing and without a stated maturity
date.






4.   SCRIPTS

The principal assets of the company are four, major motion
picture screenplays  originally written by A.J. Leydton and
Frank Stewart.  They sold the scripts to Aquila Communications,
Inc. in 1992 for the price of $100,000 per script. Three of the
scripts have been registered with copyrights. The sales had
stipulations that provided for the rights to revert back to Mr.
Leydton and Mr. Stewart if Aquila Communications failed to
produce the scripts within five years.  In 1997, these script
rights reverted back to Mr. Leydton and Mr. Stewart.  In March
of 2000, the scripts were contributed to Tamarak, Inc. for the
purpose of producing them into full feature length movies.



     Title                                             Value


    "Duster"                                          $100,000

    "King of Diamonds"                                $100,000

    "Deadly Innocence"                                $100,000

    "System of Justice"                               $100,000


                           Total                      $400,000

5.   JACQUELINE COCHRANE STORY

The principal members of management have been developing a
mini-series entitled the "Jacqueline Cochrane Story" for
several years.  They have incurred approximately $150,000 in
costs researching and developing the project.  Although
management believes the project remains viable and production
will commence once financing has been secured.


6.   EQUITY

The Company's authorized capital stock consists of 50,000,000
shares of Common Stock with a $.001 par value.  As of January
31, 2002, the Company has outstanding 20,000,000 shares of its
Common Stock.  Holders of the Company's Common Stock are
entitled to receive dividends when declared by the Board of
Directors out of funds legally available for distribution.  Any
such dividends may be paid in cash, property or shares of the
Company common stock.  No such dividends have been paid during
the company's operating history.  Of the 20,000,000 shares of
common stock currently outstanding, 20,000,000 are considered
"restricted securities" as that term is defined under Rule 144
promulgated under the Securities Act of 1933, as amended, in
that such shares were issued and sold by the Company without
registration, as private transactions not involving a public
offering.


7.   INCOME TAXES

The Company has incurred no income tax expenses since
inception.  Presently, the Company has a $15,929 Tax Net
Operating Loss Carry-Forward available from its initial year of
operation.  The Net Operating Loss was generated during the
operating period from March 16, 2000 to February 28, 2001.  The
Carry forward is available to offset future income for a period
of time not to exceed twenty years.

8.   LEASES

The Company currently rents office space in Van Nuys,
California.  The monthly rental payments are currently $500 per
month.  The term of the lease is currently month-to-month, as
Tamarak, Inc., has an oral agreement to make monthly rental
payments for an indefinite period of time.


9.   STOCK SUBSCRIPTION

During the current operating period, Howard Hamada, an
individual, advanced the company $6,250.  The loan is currently
classified as a liability on the balance.  On February 2, 2002,
Mr. Hamada executed a subscription agreement purchasing 125,000
shares of the company's stock.  The full amount of the advance
was applied to the purchase price.  Certificate #0012 was
issued for 125,000 shares on March 7, 2002.


10.  SUBSEQUENT EQUITY TRANSACTIONS

In February and March of 2002 the Company sold 1,612,000 shares
of its common stock for gross proceeds of $80,600.  The company
intends to use the proceeds of this sale to help finance the
production of its scripts into full feature length movies.






PART III  EXHIBITS

     3.1  Articles of Incorporation, dated March 16, 2000

     3.2  Bylaws, adopted on March 27, 2000

     3.3  Amendments to Articles Increasing Total Number of
shares Authorized, dated March 30, 2000.

     10.1 Literary Purchase Agreement, dated March 16, 2000,
between Leydton, Steward and Aquila Communications re 4
screenplays plus Jackie Cochran story

     10.2 Literary Purchase Agreement, dated March 28, 1992,
between Leydton, Stewart and Aquila Communications re "Deadly
Innocence"

     10.3 Literary Purchase Agreement, dated March 28, 1992,
between Leydton, Steward and Aquila Communications re "Duster"

     10.4 Literary Purchase Agreement, dated March 28, 1992,
between Leydton, Steward and Aquila Communications re "King of
Diamonds"

     10.5 Literary Purchase Agreement, dated March 28, 1992,
between Leydton, Stewart and Aquila Communications re "System
of Justice"

     10.6 Affirmation of Reversion of Rights

     10.7 Employment Contract of David Nagy, dated November 15,
2001

     10.8 Employment Contract of AJ Leydton, dated October 1,
2000

     10.9 Employment Contract of Frank Stewart, dated October
1, 2000



     SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, hereunto duly
authorized.

TAMARAK, INC.

Date: April 29, 2002

By: /s/ A.J. Leydton
A.J. Leydton, President
Chairman

By: /s/ Frank Stewart
Frank Stewart
Secretary and
Director

By: /a/ David Nagy
David Nagy
Director


Exhibit 3.1

Filed # C7255-00

     ARTICLES OF INCORPORATION
     OF
     TAMARAK, INC.
a Nevada Corporation

     I, the undersigned, being the original incorporator herein
named, for the purpose fo forming a Corporation under the
General Corporation Laws of the State of Nevada, to do business
both within and without the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true:

     ARTICLE l

NAME

The name of the Corporation is TAMARAK, INC.

     ARTICLE ll

RESIDENT AGENT & REGISTERED OFFICE

     Section 2.01.  Resident Agent.  The name and address of
the Resident Agent for service of process is Nevada Corporate
Headquarters, Inc., 5300 West Sahara 101, Las Vegas, Nevada
89146.

     Section 2.02.  Registered Office.  The address of its
Registered Office is 5300 West Sahara, Suite 101, Las Vegas,
Nevada 89146.

     Section 2.03.  Other Offices.  The Corporation may also
maintain offices for the transaction of any business at such
other places within or without the State of Nevada as it may
from time to time determine.  Corporate business of every kind
and nature may be conducted, and meetings of Directors and
Stockholders held outside the State of Nevada with the same
effect as if in the State of Nevada.

     ARTICLE lll

PURPOSE

     The Corporation is organized for the purpose of engaging
in any lawful activity, within or without the State of Nevada.

     ARTICLE lV

SHARES OF STOCK

     Section 4.01.  Number and Class.  The Corporation shall
authorize the issuance of a single class of Capital Stock in
the amount of twenty-five million (25,000,000) shares of Common
Stock, at $.001 par value.

     Notwithstanding the foregoing these Articles hereby vest
the Board of Directors of the Corporation with such authority
as may be necessary to prescribe such classes, series and
numbers of each class or series of Stock.  In addition the
Board is hereby vested with such authority as may be necessary
to prescribe the voting powers, designations, preferences,
limitations, restrictions and relative rights of each class or
series of Stock created.  All classes of Stock may be issued
from time to time without action by the Stockholders.

     Section 4.02.  No Preemptive Rights.  Unless otherwise
determined by the Board of Directors, holders of the Stock of
the Corporation shall not have any preference, preemptive
right, or right of subscription to acquire any shares of the
Corporation authorized, issued or sold, or to be authorized,
issued or sold, and convertible into shares of the Corporation,
nor to any right of subscription thereto.

     Section 4.03.  Non-Assessability of Shares.  The Shares of
the Corporation, after the amount of the subscription price has
been paid, in money, property or services, as the Directors
shall determine, shall not be subject to assessment to pay the
debts of the Corporation, nor of any other purpose, and no
Stock issued as fully paid shall ever be assessable or
assessed, and the Articles of Incorporation shall not be
amended in this particular.

     ARTICLE V

DIRECTORS

     Section 5.01.  Governing Board.  The members of the
Governing Board of the Corporation shall be styled as
Directors.

     Section 5.02.  Initial Board of Directors.  The initial
Board of Directors shall consist of not less than one (1), and
not more than seven (7) members.  The name and address of an
initial member of the Board of Directors is as follows:

NAME                             ADDRESS

Cort W. Christie                 P.O. Box 27740
                                 Las Vegas, Nevada 89146

This individual shall serve as Director until the first annual
meeting of the Stockholders or until his successor(s) shall
have been elected and qualified.

     Section 5.03.  Change in Number of Directors.  The number
of Directors may be increased or decreased by a duly adopted
amendment to the Bylaws of the Corporation.

     ARTICLE Vl

INCORPORATOR

     The name and address of the incorporator is Nevada
Corporate Headquarters, Inc., P.O. Box 27740, Las Vegas, Nevada
89146.

     ARTICLE Vll

PERIOD OF DURATION

     The Corporation is to have a perpetual existence.


     ARTICLE Vlll

DIRECTORS' AND OFFICERS' LIABILITY

     A Director of Officer of the Corporation shall not be
personally liable to this Corporation or its Stockholders for
damages for breach of fiduciary duty as a Director or Officer,
but this Article shall not eliminate or limit the liability of
a Director or Officer for (i) or (ii) the unlawful payment of
distributions.  Any repeal or modification of this Article by
the Stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal
liability of a Director or Officer of the Corporation for acts
or omissions prior to such repeal or modification.

     ARTICLE lX

INDEMNITY

     Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he, or a person of
whom he is the legal representative, is or was a Director or
Officer of the Corporation, or is or was serving at the request
of the Corporation as a Director or Officer of another
Corporation, or as its representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith.
Such right of indemnification shall be a contract right which
may be enforced in any manner desired by such person.  The
expenses of Officers and Directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by
the Corporation as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the Director or
Officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to by
indemnified by the Corporation.  Such right of indemnification
shall not be exclusive of any other right which such Directors,
Officers or representatives may have or hereafter acquire, and,
without limiting the generality of such statement, they shall
be entitled to their respective rights of indemnification under
any by-law, agreement, vote of Stockholders, provision of law,
or otherwise as well as their rights under this Article.

     Without limiting the application of the foregoing, the
Stockholders or Board of Directors may adopt by-laws from time
to time with respect to indemnification, to provide at all
times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the Corporation to purchase and
maintain insurance on behalf of any person who is or was a
Director or Officer of the Corporation, or is or was serving at
the request or the Corporation as Director or Officer of
another Corporation, or as its representative in a partnership,
joint venture, trust or other enterprises against any liability
asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the Corporation
would have the power to indemnify such person.

     The indemnification provided in this Article shall
continue as to a person who has ceased to be a Director,
Officer, Employee or Agent, and shall inure to the benefit or
the heirs, executors and administrators of such person.

     ARTICLE X

AMENDMENTS

     Subject at all times to the express provisions of Section
4.03 which cannot be amended, this Corporation reserves the
right to amend, alter, change, or repeal any prevision
contained in these Articles of Incorporation or its Bylaws, in
the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights
conferred upon the Stockholders are granted subject to this
reservation.

     ARTICLE Xl

POWERS OF DIRECTORS

     In furtherance and not in limitation of the powers
conferred by statute the Board of Directors is expressly
authorized:

  (1) Subject to the Bylaws, if any, adopted by the
Stockholders, to make, alter or repeal the Bylaws of the
Corporation;

  (2) To authorize and cause to be executed mortgages and
liens, with or without limit as to amount, upon the real and
personal property of the Corporation;

  (3) To authorize the guaranty by the Corporation of
securities, evidences of indebtedness and obligations of other
persons, Corporations and business entitles;

  (4) To set apart out of any of the funds of the Corporation
available for distributions a reserve or reserves for any
proper purpose and to abolish any such reserve;

  (5) By resolution, to designate one or more committees, each
committee to consist of at least one Director of the
Corporation, which, to the extent provided in the resolution or
in the Bylaws of the Corporation, shall have and may exercise
the powers of the Board of Directors in the management of he
business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may
require it.  Such committee or committees shall have such name
or names as may be stated in the Bylaws of the Corporation or
as may be determined from time to time by resolution adopted by
the Board of Directors; and

  (6) To authorize the Corporation by its Officers or agents to
exercise all such powers and to do all such acts and things as
may be exercised or done by the Corporation, except and to the
extent that any such statute shall require action by the
Stockholders of the Corporation with regard to the exercising
of any such power or the doing of any such act or thing.

  (7) In addition to the powers and authorities hereinbefore or
by statute expressly conferred upon them, the Board of
Directors may exercise all such powers and do all such acts and
things as may be exercised or done by the Corporation, except
as otherwise provided herein and by law.

     IN WITNESS WHEREOF, I have hereunto set my hand this 16th
day of March, 2000, hereby declaring and certifying that the
facts stated herein above are true.


__________________________________
Cort W. Christie
(For Nevada Corporate Headquarters, Inc.)


I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as
Resident Agent for the previously named Corporation on 16th day
of March, 2000.


On this 16th day of March, 2000.

Office Administrator

 Exhibit 3.2     Bylaws

BYLAWS OF
TAMARAK, INC.
A Nevada Corporation


     ARTICLE I

     Stockholders

Section 1.  Annual Meeting.  Annual meetings of the
stockholders, commencing with the year 2001, shall be held on
the 1st day of May each year if not a legal holiday and, if a
legal holiday, then on the next secular day following, or at
such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote a
Board of Directors and transact such other business as may
properly be brought before the meeting.

Section 2.  Special Meetings.  Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the Articles of Incorporation, may
be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose of the proposed
meeting.

Section 3.  Place of Meetings.  All annual meetings of the
stockholders shall be held at the registered office of the
corporation or at such other place within or without the State
of Nevada as the directors shall determine. Special meetings of
the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section 4.  Quorum; Adjourned Meetings.  The holders of a
majority of the stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute
or by the Articles of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present 'in person or represented by proxy, shall have the
power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified.

Section 5.  Voting. Each stockholder of record of the
corporation holding stock which is entitled to vote at this
meeting shall be entitled at each meeting of stockholders to
one vote for each share of stock standing in his name on the
books of the corporation. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before
the meeting shall be by ballot.

When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall be
sufficient to elect directors or to decide any question brought
before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such
question.

Section 6.  Proxies. At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing. In the event that any
such instrument in writing shall designate two or more persons
to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such
written instrument upon all of the persons so designated unless
the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary
of the meeting. All questions regarding the qualification of
voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by the inspectors of election who
shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer of the meeting.

Section 7.  Action Without Meeting.  Any action which may be
taken by the vote of the stockholders at a meeting may be taken
without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power,
unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of
written consents shall be required.


ARTICLE 11

Directors

Section 1.  Management of Corporation.  The business of the
corporation shall be managed by its Board of Directors which
may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

Section 2.  Number, Tenure, and Qualifications. The number of
directors which shall constitute the whole board shall be at
least one. The number of directors may from time to time be
increased or decreased to not less than one nor more than
fifteen. The directors shall be elected at the annual meeting
of the stockholders and except as provided in Section 2 of this
Article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be
stockholders.

Section 3.  Vacancies. Vacancies in the Board of Directors
including those caused by an increase in the number of
directors, may be filled by a majority of the renaming
directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until
his successor is elected at an annual or a special meeting of
the stockholders. The holders of two-thirds of the outstanding
shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by
vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any
other officer. Such removal shall be effective immediately,
even if successors are not elected simultaneously.

A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of
any directors, or if the authorized number of directors be
increased, or if the stockholders fall at any annual or special
meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be
voted for at that meeting.

If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the
stockholders shall have power to elect a successor to take
office when the resignation is to become effective.

No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of
his term of office.

Section 4.  Annual and Regular Meetings.  Regular meetings of
the Board of Directors shall be held at any place within or
without the State which has been designated from time to time
by resolution of the Board or by written consent of all members
of the Board. In the absence of such designation regular
meetings shall be held at the registered office of the
corporation. Special meetings of the Board may be held either
at a place so designated or at the registered office.

Regular meetings of the Board of Directors may be held without
call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.

Section 5.  First Meeting. The first meeting of each newly
elected Board of Directors shall be held immediately following
the adjournment of the meeting of stockholders and at the place
thereof. No notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special
meetings of the Board of Directors.

Section 6.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairman or the President or by
any Vice-President or by any two directors.

Written notice of the time and place of special meetings shall
be delivered personally to each director, or sent to each
director by mail or by other form of written communication,
charges prepaid, addressed to him at his address as it is shown
upon the records or if such address is not readily
ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or
delivered to the telegraph company at least three (3) days
prior to the time of the holding of the meeting. In case such
notice is hand delivered as above provided, it shall be so
delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal
notice to such director.

Section 7. Business of Meetings.  The transactions of any
meeting of the Board of Directors, however called and noticed
or wherever held, shall be as valid as though had at a meeting
duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of
the directors not present signs a written waiver of notice, or
a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall
be filed with the corporate records or made a part of the
minutes of the meeting.

Section 8.  Quorum, Adjourned Meetings.  A majority of the
authorized number of directors shall be necessary to constitute
a quorum for the transaction of business, except to adjourn as
hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at
which a quorum is present shall be regarded as the act of the
Board of Directors, unless a greater number be required by law
or by the Articles of Incorporation. Any action of a majority,
although not at a regularly called meeting, and the record
thereof, if assented to in writing by all of the other members
of the Board shall be as valid and effective in all respects as
if passed by the Board in regular meeting.

A quorum of the directors may adjourn any directors meeting to
meet again at a stated day and hour; provided, however, that in
the absence of a quorum, a majority of the directors present at
any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next regular
meeting of the Board.

Notice of the time and place of holding an adjourned meeting
need not be given to the absent directors if the time and place
be fixed at the meeting adjourned.

Section 9.  Committees. The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate
one or more committees of the Board of Directors, each
committee to consist of at least one or more of the directors
of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board
of Directors in the management of the business and affairs of
the corporation and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it.
Such committee or committees shall have such name or names as
may be determined from time to time by the Board of Directors.
The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they
constitute a quorum, unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any
absent or disqualified member. At meetings of such committees,
a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a
majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.

The committees shall keep regular minutes of their proceedings
and report the same to the Board of Directors.

Section 10.  Action Without Meeting.  Any action required or
permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if a
written consent thereto is signed by all members of the Board
of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board or committee.

Section 11. Special Compensation.  The directors may be paid
their expenses of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like reimbursement and compensation
for attending committee meetings.


ARTICLE III

Notices

Section 1.  Notice of Meetings.  Notices of meetings shall be
in writing and signed by the President or a Vice-President or
the Secretary or an Assistant Secretary or by such other person
or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this
State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage
prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days
before such meeting. If mailed, it shall be directed to a
stockholder at his address as it appears upon the records of
the corporation and upon such mailing of any such notice, the
service thereof shall be complete and the time of the notice
shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder.
Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership
shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of
stock after delivery of such notice of and prior to the holding
of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

Section 2.  Effect of Irregularly Called Meetings.  Whenever
all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by
presence at such meeting and oral consent entered on the
minutes, or by taking part 'in the deliberations at such
meeting without objection, the doings of such meeting shall be
as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of
which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to
vote at such meeting; and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing.

Section 3. Waiver of Notice. Whenever any notice whatever is
required to be given under the provisions of the statutes, of
the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.


ARTICLE IV

Officers

Section 1. Section. The officers of the corporation shall be
chosen by the Board of Directors and shall be a President, a
Secretary and a Treasurer, none of whom need be directors. Any
person may hold two or more offices. The Board of Directors may
appoint a Chairman of the Board, Vice-Chairman of the Board,
one or more vice presidents, assistant treasurers and assistant
secretaries.

Section 2. Chairman of the Board.  The Chairman of the Board
shall preside at meetings of the stockholders and the Board of
Directors, and shall see that all orders and resolutions of the
Board of Directors are carried into effect.

Section 3. Vice-Chairman of the Board. The Vice-Chairman shall,
in the absence or disability of the Chairman of the Board,
perform the duties and exercise the powers of the Chairman of
the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.

Section 4. President. The President shall be the chief
executive officer of the corporation and shall have active
management of the business of the corporation. He shall execute
on behalf of the corporation all Instruments requiring such
execution except to the extent the signing and execution
thereof shall be expressly designated by the Board of Directors
to some other officer or agent of the corporation. In the
absence of the President the Vice President will assume all of
the President's responsibilities.

Section 5. Vice-President.  The Vice-President shall act under
the direction of the' President and in the absence or
disability of the President shall perform the duties and
exercise the powers of the President. They shall perform such
other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board
of Directors may designate one or more Executive
Vice-Presidents or may otherwise specify the order of seniority
of the Vice-Presidents. The duties and powers of the President
shall descend to the Vice-Presidents in such specified order of
seniority.

Section 6.  Secretary.  The Secretary shall act under the
direction of the President. Subject to the direction of the
President he shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings
of the Board of Directors, and shall perform such other duties
as may be prescribed by the President or the Board of
Directors. In the absence of the Secretary the Vice President
will assume all of the Secretary's responsibilities

Section 7.  Assistant Secretaries. The Assistant Secretaries
shall act under the direction of the President. In order of
their seniority, unless otherwise determined by the President
or the Board of Directors, they shall, in the absence or
disability of the Secretary, perform the duties and exercise
the powers of the Secretary. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.

Section 8.  Treasurer. The Treasurer shall act under the
direction of the President. Subject to the direction of the
President he shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as
may be ordered by the President or the Board of Directors,
taking proper vouchers for such disbursements, and shall render
to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the
financial condition of the corporation. In the absence of the
Treasurer the Vice President will assume all of the Treasurer's
responsibilities.

If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the
corporation.

Section 9.  Assistant Treasurers.  The Assistant Treasurers in
the order of their seniority, unless otherwise determined by
the President or the Board of Directors, shall, in the absence
or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.

Section 10. Compensation.  The salaries and compensation of all
officers of the corporation shall be fixed by the Board of
Directors.

Section 11.  Removal, Resignation . The officers of the
corporation shall hold office at the pleasure of the Board of
Directors. Any officer elected or appointed by the Board of
Directors may be removed at any time by the Board of Directors.
Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the
Board of Directors.


ARTICLE V

Capital Stock

Section 1. Certificates. Every stockholder shall be entitled to
have a certificate signed by the President or a Vice-President
and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other
special rights of the various classes of stock or series
thereof and the qualifications, limitations or restrictions of
such rights, shall be set forth in full or summarized on the
face or back of the certificate, which the corporation shall
issue to represent such stock.

If a certificate is signed (1) by a transfer agent other than
the corporation or its employees or (2) by a registrar other
than the corporation or its employees, the signatures of the
officers of the corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been
placed upon a certificate shall cease to be such officer before
such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such
officer. The seal of the corporation, or a facsimile thereof,
may, but need not be, affixed to certificates of stock.

Section 2. Surrendered; Lost or Destroyed Certificates. The
Board of Directors may direct a new certificate or certificates
to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost
or destroyed upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or
his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate
alleged to have been lost or destroyed.

Section 3. Replacement Certificates.  Upon surrender to the
corporation or the transfer agent of the corporation of a
certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have
been complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 4. Record Date.  The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten
(10) days preceding the date of any meeting of stockholders, or
the date for the payment of any distribution, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining the consent of
stockholders for any purpose, as a record date for the
determination of the stockholders entitled to notice of and to
vote at any such meeting, and any adjournment thereof, or
entitled to receive payment of any such distribution, or to
give such consent, and in such case, such stockholders, and
only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to notice of and to vote
at such meeting, or any adjournment thereof, or to receive
payment of such distribution, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed
as aforesaid.

Section 5. Registered Owner. The corporation shall be entitled
to recognize the person registered on its books as the owner of
shares to be the exclusive owner for all purposes including
voting and distribution, and the corporation shall not be bound
to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Nevada.

ARTICLE VI

General Provisions

Section 1.  Registered Office. The registered office of this
corporation shall be in the State of Nevada.

The corporation may also have offices at such other places both
within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of
the corporation may require.
     Section 2.  Distributions.  Distributions upon the capital
stock of the corporation, subject to the provisions of the
Articles of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting, pursuant to
law. Distributions may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the
Articles of Incorporation.

Section 3.  Reserves.  Before payment of any distribution,
there may be set aside out of any funds of the corporation
available for distributions such sum or sums as the directors
from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for
equalizing distributions or for repairing or maintaining any
property of the corporation or for such other purpose as the
directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.

Section 4.  Checks; Notes.  All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.

Section 5.  Fiscal Year.  The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

Section 6.  Corporate Seal. The corporation may or may not have
a corporate seal, as may from time to time be determined by
resolution of the Board of Directors. If a corporate seal is
adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

     ARTICLE VII

Indemnification

Section 1. Indemnification of Officers and Directors, Employees
and Other Persons.  Every person who was or is a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or
officer of the corporation or is or was serving at the request
of the corporation or for its benefit as a director or officer
of another corporation, or as its representative in a
partnership, Joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally
permissible under the general corporation law of the State of
Nevada from time to time against all expenses, liability and
loss (including attorneys' fees, judgments, fines and amounts
paid or to be paid "in settlement) reasonably incurred or
suffered by him in connection therewith. The expenses of
officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be
indemnified by the corporation. Such night of indemnification
shall be a contract right which may be enforced in any manner
desired by such person. Such right of indemnification shall not
be exclusive of any other right which such directors, officers
or representatives may have or hereafter acquire and, without
limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under
any bylaw, agreement, vote of stockholders, provision of law or
otherwise, as well as their rights under this Article.

Section 2.  Insurance. The Board of Directors may cause the
corporation to purchase and maintain' 'insurance on behalf of
any person who is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or
as its representative in a partnership, joint venture, trust or
other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such
status, whether or not the corporation would have the power to
indemnify such person.

Section 3.  Further Bylaws.  The Board of Directors may from
time to time adopt further Bylaws with respect to
indemnification and may amend these and such Bylaws to provide
at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.

ARTICLE VIII

Amendments

Section 1.  Amendments by Stockholders.  The Bylaws may be
amended by a majority vote of all the stock issued and
outstanding and entitled to vote for the election of directors
of the stockholders, provided notice of intention to amend
shall have been contained in the notice of the meeting.

Section 2.  Amendments by Board of Directors.  The Board of
Directors by a majority vote of the whole Board at any meeting
may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time
specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors.


APPROVED AND ADOPTED March 17, 2000

A.J. Leydton
SECRETARY

CERTIFICATE OF SECRETARY

I hereby certify that I am the Secretary of Tamarak, Inc. and
that the foregoing Bylaws, consisting of 13 pages, constitute
the code of Bylaws of Tamarak as duly adopted at a regular
meeting of the Board of Directors of the corporation held March
17, 2000.

In witness whereof, I have hereunto subscribed my name this
17th day of March, 2000.

SECRETARY


A.J. Leydton




Exhibit 3.3

Dean Heller                              Telephone (775)
584-3708
Secretary of State                             Fax (775)
684-5725
Web site http://sos.djaslkdfjla
                                                  Filing fee:


STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE
101 N. CARSON ST., STE.3
CARSON CITY, NEVADA 89701-4786


CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
For Profit Nevada Corporations

(Pursuant to NRS 78.380   Before Insurance of Stock)
- - Remit in Duplicate-

     1. Name of Corporation: TAMARAK, INC.

     2. The article have been amended as follows (provide
article numbers, if available): IV. Article IV is hereby
amended to read as follows:

Section 4.02.  Number and Class.  The total number of shares of
authorized capital stock of the Corporation shall consist of
fifty million (50,000,000) shares of common stock at .001 per
value.

The Common Stock may be issued from time to time without action
by the stockholders.  The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors.

The Board of Directors may issue such shares of Common Stock in
one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be vested in the resolution or
resolutions adopted by them.

Section 4.02.  No Preemptive Rights.  Holders of the Common
Stock of the corporation shall not have any preference,
preemptive right, or right of subscription to acquire any
shares of the corporation authorized, issued or sold, or to be
authorized, issued or sold, and convertible into shares of the
Corporation, nor to any right of subscription thereto, other
than to the extent, if any, the Board of Directors may
determine from time to time.

Section 4.03.  Non-Assessability of Shares.  The Common Stock
of the corporation, after the amount of the subscription price
has been paid, in money, property or services, as the directors
shall determine, shall not be subject to agreement to pay the
debts of the corporation, nor for any other purpose, and no
stock issued as fully paid shall over be assessable or
assessed, and the Articles of Incorporation shall not be
amended in this particular.

3.  The undersigned declare that they constitute at least
two-thirds of the incorporators  (check) ____.  or the board of
directors (check) X .

4.  The date upon which the original articles of incorporation
were filled with the Secretary of State: 03/16/00.

5.  The undersigned affirmatively declare that to the date of
this certificate, no stock of the corporation has been issued.

6.  Signatures (all signatures must be acknowledged):


___________________
_____________________
     Signature                              Signature

State of:______________                  State
of:______________
County of:_____________                  County
of:_____________

This instrument was acknowledged        This instrument was
before me on                            Acknowledged before me
on

____________________, by                ___________________, by
________________(Name of Person)       __________________(Name
of
Person)

as _______________ (as designated to      as______________(as
                                                 designated to
sign this certificate)                    sign this
certificate)
of ______________________
of______________________

(name on behalf of whom
instrument was executed)       (name on behalf of whom
instrument                                                 was
executed)
___________________________
______________________________
  Notary Public Signature           Notary Public Signature




    Exhibit 10.1

LITERARY PURCHASE AGREEMENT

     This agreement (the "Agreement") is made and entered into
on March 16, 2000, by and between A.J. Leydton and Frank
Stewart (collectively "Seller") and Tamarak Inc., a Nevada
Corporation qualified to do business in California as Tamarak
Studios ("Buyer") at Los Angeles, California.

     RECITALS:Seller is the author of and sole owner of all
rights (the "Rights", as more specifically set forth
hereinafter in Clause 1) to the original screenplays currently
entitled "Duster", "King of Diamonds", "System of Justice", and
"Deadly Innocence" ("the Property").  These screenplays were
previously under a purchase option agreement for $100,000 each
to Aquila Communications, Inc., a Texas Corporation, but all
rights to them have reverted to Seller pursuant to a reversion
clause in that purchase option agreement.  Also included in the
Property are Seller's story rights to, expanded treatment of,
and accumulated research and pre-production for "The Jacqueline
Cochran Story", with an aggregate estimated value of $150,000.

     Buyer is in the business of producing motion pictures and
other forms of entertainment and desires, among other things,
to make, produce, adapt, copyright and exploit one or more
motion picture or television adaptations or versions based on
the Property.

     Subject to the mutual promises and representations made
herein, Seller hereby wishes to sell, grant, assign and convey
to Buyer specified Seller's Rights to the Property as more
particularly set forth at length in Clause below, and Buyer
wishes to acquire all of these specified Rights.

     NOW THEREFORE, in consideration of the mutual promises and
conditions contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.RIGHTS GRANTED:Seller hereby sells, grants, conveys and
assigns to Buyer, its successors, licensees and assigns
exclusively and forever, the following Rights, and the right to
use, enjoy and exploit same throughout the Universe.  The
Rights as set forth herein shall include all motion picture
rights (including all silent, sound dialogue and musical motion
Picture rights), all television motion picture and other
television rights, with limited radio broadcasting rights and
7,500 word publication rights for advertisement, publicity and
exploitation purposes, and all incidental and allied rights,
throughout the Universe, in and to the Property and in and to
the copyright thereof and all renewals and extensions of
copyright.  The Rights specifically include the following sole
and exclusive rights:

     (a)  To make, produce, adapt and copyright a motion
picture adaptation or version plus one or more sequels, based
in whole or in part on the Property or any of the characters,
themes or plots contained therein, whether such adaptations or
versions are fixed on film, tape, disc, wire, audio-visual
cartridge, cassette or through any other technical process
whether now known or from now on devised or conceived, of every
size, gauge, color or type, including, but not limited to,
musical motion pictures and sequels to any motion picture
produced hereunder and motion pictures in series or serial
form, and for such purposes to record and reproduce and license
others to record and reproduce, in synchronization with such
motion pictures, spoken words taken from or based upon the text
or theme of the Property and any kinds of music, musical
accompaniments and/or lyrics to be performed or sung by the
performers in any such motion picture and any other kinds of
sound and sound effects.

     (b)  To exhibit, perform, rent, lease and generally deal
in and with any motion picture produced hereunder:

(i)  by all means or technical processes whatsoever, whether
now known or from now on devised or conceived, including, by
way of example only, film, tape, disc, wire, audio-visual
cartridge, cassette, digital or other electronic device, or
television (including commercially sponsored, sustaining and
subscription or pay-per-view television, or any derivative of
it and any form or format thereof including so-called "high
definition" TV); and
(ii) anywhere whatsoever, including homes, theaters and
elsewhere, and whether a fee is charged, directly or
indirectly, for viewing any such motion picture or program.

     (c)  To broadcast, transmit or reproduce the Property or
any adaptation or version of it (including without limitations
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 film 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 Buyer hereunder for motion picture purposes.

     (d)  Without limiting any other Rights granted Buyer, to
broadcast and/or transmit by television or radio or any process
analogous thereto whether now known or from now on devised or
conceived, all or any part of the Property or any adaptation or
version of it including any motion picture or any other version
or versions of it, and announcements about said motion picture
or other version or versions, for advertising, publicizing or
exploiting such motion picture or other version or versions,
which broadcasts or transmissions may be accomplished with
living or "virtual" actors performing simultaneously with such
broadcast or transmission or by any other method or means
including the use of motion pictures (including trailers)
reproduced on film or by means of magnetic tape or wire or
through other recordings, transcriptions, digital or electronic
devices or media.

     (e)  To publish and copyright or cause to be published and
copyrighted in the name of Buyer or its nominee in any and all
languages throughout the world, in any form or media, synopses,
novelizations, serializations, dramatizations, abridged and/or
revised versions of the Property, not exceeding 7,500 words
each, adapted from the Property or from any motion picture
and/or other version of the Property for advertising,
publicizing and/or exploiting any such motion picture and/or
other version.

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

     (g)  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/or its motion picture or other
versions and/or the title or titles of it and/or the characters
of it and/or their names or characteristics.

     (h)  All merchandising rights.   "Merchandising" shall
include toys, games of any kind including video games, puzzles,
apparel, lunch boxes and any other merchandise using elements
licensed under rights in the Property

     All rights, licenses, privileges and property herein
granted Buyer shall be cumulative and Buyer may exercise or use
any or all said rights, licenses, privileges or property
simultaneously with or in connection with or separately and
apart from the exercise of any other of said rights, licenses,
privileges and property.  If Seller from now on makes or
publishes or permits to be made or published any revision,
adaptation, translation or dramatization or other versions of
the Property, then Buyer shall have and Seller hereby grants to
Buyer without payment therefore all of the same rights therein
as are herein granted Buyer, subject to the limitation of the
Reserved Rights listed in clause 2.  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 and/or transmission of any kind
of motion picture productions.

2.   RIGHT TO CHANGES: Buyer shall have the right to edit and
alter the Property as Buyer sees fit.

3.   DURATION AND EXTENT OF RIGHTS GRANTED:   Subject to the
Minimum Purchase Price payment obligation, and to the
turnaround rights of Seller all as hereinafter set forth, Buyer
shall enjoy, solely and exclusively, all the rights, licenses,
privileges and property granted hereunder throughout the
Universe, in perpetuity, as long as any rights in the Property
are recognized in law or equity, except as far as such period
of perpetuity may be shortened due to any law or legal
precedent affecting the now existing or future copyright by
Seller of the Property and/or any adaptations of it, in which
case Buyer shall enjoy its sole and exclusive rights, licenses,
privileges and property hereunder to the fullest extent
permissible under and for the full duration of such copyright
or copyrights, whether common law or statutory, and any
renewals and/or extensions of it, and shall after that enjoy
all such rights, licenses, privileges and property
non-exclusively in perpetuity throughout the world.  The rights
granted herein are in addition to and shall not be construed in
derogation of any rights which Buyer may have as a member of
the public or pursuant to any other agreement.  All rights,
licenses, privileges and property granted herein to Buyer are
irrevocable and not subject to rescission, restraint or
injunction under any circumstances.

4.   RESERVED RIGHTS:    Seller reserves no rights other than
as recited herein.

5.   SELLER'S COMPENSATION:   As consideration for all rights
granted and assigned to Buyer and for Seller's representations
and warranties, Buyer agrees to pay to Seller, and Seller
agrees to accept the payments set forth below.
     (a)  A total payment of twenty million (20,000,000) shares
of restricted stock in Tamarak Inc., receipt of which is hereby
acknowledged.
     (b)  For any subsequent mini-series, $10,000 per hour,
pro-rated for part hours, or the then-applicable WGA minimum,
whichever is greater.
     (c)  For any sequel of a theatrical or television motion
picture based on the Property, one-half and one-third,
respectively, of the amount paid for the initial motion
picture, or the or WGA minimum, whichever is greater.  The
writer is to be entitled to first refusal for writing first
draft, second draft and polish on all sequels and pilot TV
episodes, with compensation at no less that WGA minimum rates.
     (d)      For any television series produced, based on the
Property, Buyer will pay as royalties per initial production
upon completion of production of each program the
then-applicable WGA minimum.  In addition to the foregoing, as
a buy-out of all royalty obligations, one hundred percent
(100%) of the applicable initial royalty amount, in equal
installments over five (5) reruns, payable within thirty (30)
days after each such rerun.

6.   SELLER'S REPRESENTATIONS AND WARRANTIES:

     Seller expressly recognizes that Buyer relies upon the
representations and warranties hereinafter, and that Seller is
obligated by them:

     (a)  OWNERSHIP:     Seller represents and warrants to
Buyer that Seller is the author of and sole owner of all Rights
to the original screenplays written by Seller and currently
entitled "Duster", "King of Diamonds", "System of Justice", and
"Deadly Innocence".

     (b)  FACTS:     Seller represents and warrants to Buyer
that the following statements are true and correct in all
respects with respect to said Property:

     (i)  Seller is the sole author of the Property.

     (ii) The Property was registered for copyright in the name
of Frank Stewart under copyright registration numbers PAu
249-807 ("Duster"), PAu 1-329-580 ("System of Justice") and PAu
2-482-621 ("Deadly Innocence") in the Office of the United
States Register of Copyrights, Washington, D.C.;  "King of
Diamonds" and the "Jacqueline Cochran" materials are not
registered.

     (iii)     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; and no written or oral agreements or commitments at
all with respect to the Property or with respect to any right
therein, have previously been made or entered into by or on
behalf of Seller (except with respect to the publication of the
Property as set forth above), save only for the now-lapsed
purchase option agreement with Aquila Communications, Inc., a
Texas Corporation; all rights under that purchase option
agreement have reverted to Seller pursuant to a reversion
clause in that purchase option agreement.

     (c)  NO INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS:
  The Property is wholly original with Seller and Seller has
not adapted the Property from any other literary, dramatic or
other material of any kind, nature or description, nor,
excepting for material which is in the public domain, has
Seller copied or used in the Property the plot, scenes,
sequence or story of any other literary, dramatic or other
material; that the Property does not infringe upon any common
law or statutory rights in any other literary, dramatic or
other material; that to the best of Seller's knowledge, no
material in the Property is libelous or violative of the right
of privacy of any person and the full use of the rights in the
Property which are covered by the within option would not
violate any rights of any person, firm or corporation; and that
the Property is not in the public domain in any country in the
world where copyright protection is available.

     (d)  NO IMPAIRMENT OF RIGHTS:     Seller represents and
warrants to Buyer that Seller is the exclusive proprietor,
throughout the world, of the rights in the Property which are
covered by the within option; that Seller has not assigned,
licensed nor in any manner encumbered, diminished or impaired
these rights; that Seller has not committed nor omitted to
perform any act by which these rights could or will be
encumbered, diminished or impaired; and that there is no
outstanding claim or litigation pending against or involving
the title, ownership and/or copyright in the Property, or in
any part of it, or in the rights which are covered by the
within option.  Seller further represents and warrants that no
attempt hereafter will be made to encumber, diminish or impair
any of the rights herein granted and that all appropriate
protections of such rights will continue to be maintained by
Seller.

7.   INDEMNIFICATION:

     (a)  Seller agrees to indemnify Buyer against all
judgments, liability, damages, penalties, losses and expense
(including reasonable attorneys' fees) which may be suffered or
assumed by or obtained against Buyer by reason of any breach or
failure of any warranty or agreement herein made by Seller.

     (b)  Buyer shall not be liable to Seller 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 Buyer has had
reasonable notice and opportunity to adjust or correct such
matters.

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

     (d)  Buyer shall be responsible for obtaining clearances
and releases from all parties depicted in or in connection with
the Picture and shall fully indemnify the Writer with respect
to any claims, including reasonable attorney's fees, in
connection with the Picture.  When Errors and Omissions
Insurance is obtained for the Picture, the Writer will be
specifically covered under the policy.

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

9.   COPYRIGHT:  Regarding the copyright in and to the
Property, Seller agrees that:

     (a)  Seller will prevent the Property and any
arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof, whether published or
unpublished and whether copyrighted or not copyrighted, from
vesting in the public domain, and will take or cause to be
taken any and all steps and proceedings required for copyright
or similar protection in any and all countries in which the
same may be published or offered for sale, insofar as such
countries now or hereafter provide for copyright or similar
protection.  Any contract or agreement entered into by Seller
authorizing or permitting the publication of the Property or
any arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof in any country will
contain appropriate provisions requiring such publisher to
comply with all the provisions of this clause.

     (b) Without limiting the generality of the foregoing, if
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof is published
in the United States or in any other country in which
registration is required for copyright or similar protection in
accordance with the laws and regulations of such country,
Seller agrees to affix or cause to be affixed to each copy of
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof which is
published or offered for sale such notice or notices as may be
required for copyright or similar protection in any country in
which such publication or sale occurs.

     (c)  At least 6 (six) months prior to the expiration of
any copyright required by this provision for the protection of
the Property, Seller will renew (or cause to be renewed) such
copyright, as permitted by applicable law, and any and all
rights granted Buyer hereunder shall be deemed granted to Buyer
throughout the full period of such renewed copyright, without
the payment of any additional consideration, it being agreed
that the consideration payable to Seller under this agreement
shall be deemed to include full consideration for the grant of
such rights to Buyer throughout the period of such renewed
copyright.

     (d)  If the Property, or any arrangement, revision,
translation, novelization, dramatization or new version
thereof, shall ever enter the public domain, then nothing
contained in this agreement shall impair any rights or
privileges that the Buyer might be entitled to as a member of
the public; thus, the Buyer may exercise any and all such
rights and privileges as though this agreement were not in
existence.  The rights granted herein by Seller to Buyer, and
the representations, warranties, undertakings and agreements
made hereunder by Seller shall endure in perpetuity and shall
be in addition to any rights, licenses, privileges or property
of Buyer referred to in this subclause (d).

10.  CREDIT OBLIGATIONS:     Buyer shall have the right to
publish, advertise, announce and use, in any manner or medium,
the name, biography and photographs or likenesses of Seller in
connection with any exercise by Buyer of its rights hereunder,
provided such use shall not constitute an endorsement of any
product or service.

     During the term of the Writer's Guild of America Minimum
Basic Agreement ("WGA Agreement"), as it may be amended, the
credit provisions of the WGA Agreement shall govern the
determination of credits, if any, which the Buyer shall accord
the Seller hereunder in connection with photoplays.

     Subject to the foregoing, Seller shall be accorded the
following credit on a single card on screen and in paid ads
controlled by Buyer and in which any producer and/or director
is accorded credit, and in size of type (as to height, width,
thickness and boldness) equal to the largest size of type in
which any producer and/or director is accorded credit:

     "Written by A.J. Leydton and Frank Stewart".

     Additionally, if Buyer shall exploit any other rights in
and to the Property, then Buyer agrees to give appropriate
source material credit 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 Buyer.  Seller 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 Seller thereby is not irreparable or sufficient to
entitle Seller to injunctive or other equitable relief.
Consequently, Seller's rights and remedies in the event of such
breach shall be limited to the right to recover damages in an
action at law.  Buyer agrees to provide in its contracts with
distributors of the Picture that such distributors shall honor
Buyer's contractual credit commitments and agrees to inform
such distributors of the credit provisions herein.

11.  RIGHT OF FIRST NEGOTIATION:     The term "Right of First
Negotiation" means that if, after the expiration of an
applicable time limitation, Seller desires to dispose of or
exercise a particular right reserved to Seller herein
("Reserved Right"), whether directly or Indirectly, then Seller
shall notify Buyer in writing and immediately negotiate with
Buyer regarding such Reserved Right.  If, after the expiration
of 15 (fifteen) days following the receipt of such notice, no
agreement has been reached, then Seller may negotiate with
third parties regarding such Reserved Right subject to Clause
12 infra.

12.  RIGHT OF LAST REFUSAL:     The term "Right of Last
Refusal" means that if Buyer and Seller fail to reach an
agreement pursuant to Buyer's right of first negotiation, and
Seller makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any
interest therein ("Third Party Offer"), and if the proposed
purchase price and other material terms of a Third Party Offer
are no more favorable to Seller than the terms which were
acceptable to Buyer during the first negotiation period, Seller
shall notify Buyer, by registered mail or telegram, if Seller
proposes to accept such Third Party Offer, the name of the
offeror, the proposed purchase price, and other terms of such
Third Party Offer.   During the period of 15 (fifteen) days
after Buyer's receipt of such notice, Buyer shall have the
exclusive option to license, lease and/or purchase, as the case
may be, the particular Reserved Right or interest referred to
in such Third Party Offer, at the same purchase price and upon
the same terms and conditions as set forth in such notice.  If
Buyer elects to exercise thereof by registered mail or telegram
within such 15 (fifteen) day period, failing which Seller shall
be free to accept such Third Party Offer; provided that if any
such proposed license, lease and/or sale is not consummated
with a third party within 30 (thirty) days following the
expiration of the aforesaid 15 (fifteen) day period, Buyer's
Right of last refusal shall revive and shall apply to each and
every further offer or offers at any time received by Seller
relating to the particular Reserved Right or any interest
therein; provided, further, that Buyer's option shall continue
in full force and effect, upon all of the terms and conditions
of this paragraph, so long as Seller retains any rights, title
or interests in or to the particular Reserved Right, Buyer's
Right of Last Refusal shall inure to the benefit of Buyer, its
successors and assigns, and shall bind Seller and Seller's
heirs, successors and assigns.

13.  NO OBLIGATION TO PRODUCE:     Nothing herein shall be
construed to obligate Buyer to produce, distribute, release,
perform or exhibit any motion picture, television, theatrical
or other production based upon, adapted from or suggested by
the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or
property granted herein to Buyer.

14.       ASSIGNMENT:     Buyer may freely assign and transfer
this agreement or all or any part of its rights hereunder to
any person, firm or corporation without limitation, and this
agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, representatives and
assigns forever.

15.  NO PUBLICITY:      Seller will not, without Buyer's prior
written consent in each instance, issue or authorize the
issuance or publication of any news story or publicity relating
to (i) this Agreement, (ii) the subject matter or terms hereof.

16.       AGENT COMMISSIONS:     Buyer shall not be liable for
any compensation or fee to any agent of Seller in connection
with this Agreement.

17.       ADDITIONAL DOCUMENTATION:     Seller agrees to
execute and procure any other and further instruments necessary
to transfer, convey, assign and copyright all rights in the
Property granted herein by Seller to Buyer in any country
throughout the world. If it shall be necessary under the laws
of any country that copyright registration be acquired in the
name of Seller, Buyer is hereby authorized by Seller to apply
for said copyright registration thereof; and, in such event,
Seller shall and does hereby assign and transfer the same unto
Buyer, subject to the rights in the Property reserved hereunder
by Seller.  Seller further agrees, upon request, to duty
execute, acknowledge, procure and deliver to Buyer such short
form assignments as may be requested by Buyer for the purpose
of copyright recordation in any country, or otherwise. If
Seller shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments
herein referred to, Buyer is hereby irrevocably granted the
power coupled with an interest to execute such assignments and
instruments in the name of Seller and as Seller's
attorney-in-fact.

18.        NOTICES:     All notices to Buyer under this
agreement shall be sent by United States registered mail,
postage prepaid, or by telegram addressed to Buyer at: Tamarak
Inc., 7311 Van Nuys Blvd., Suite 2, Van Nuys, CA 91405;  and
all notices to Seller under this agreement shall be sent by
United States registered mail, postage prepaid, or by telegrams
addressed to Seller at: A.J. Leydton, 7358 Vista del Monte,
Suite 5, Van Nuys, CA 91405.  The deposit of such notice in the
United States mail or the delivery of the telegram message to
the telegraph office shall constitute service thereof, and the
date of such deposit shall be defined to be the date of service
of such notice.

19.  ARBITRATION:      Any controversy or claim arising out of
or relating to this agreement or any breach thereof shall be
settled by arbitration in accordance with the Judicial
Arbitration and Mediation Services available in Los Angeles;
and judgment upon the award tendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.  The
prevailing party shall be entitled to reimbursement for costs
and reasonable attorney's fees.  The determination of the
arbitrator in such proceeding shall be final, binding and
non-appealable.

     20.  MISCELLANEOUS:

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

     (b)  CUMULATIVE RIGHTS AND REMEDIES:  All rights,
remedies, licenses, undertakings, obligations, covenants,
privileges and other property granted herein shall be
cumulative, and Buyer may exercise or use any of them
separately or in conjunction with any one or more of the
others.

     (c)       WAIVER:  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.

     (d)  SEVERABILITY:  If any provision of this agreement as
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.

     (e)  GOVERNING LAW:  This agreement shall be construed in
accordance with the laws of the State of California applicable
to agreements which are executed and fully performed within
said State.

     (f)  CAPTIONS:  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.

     (g)  ENTIRE UNDERSTANDING:  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 and year first above written.




/s/ A.J. Leydton
A.J. Leydton ("Seller")


/s/ Frank Stewart
Frank Stewart ("Seller")


/s/ A.J. Leydton
for Tamarak Inc. ("Buyer")






Exhibit 10.2

LITERARY PURCHASE AGREEMENT

     This agreement (the "Agreement") is made and entered into
on March 28, 1992, by and between A.J. Leydton and Frank
Stewart (collectively "Seller") and Aquila Communications, Inc.
a Texas Corporation ("Buyer") at Los Angeles, California.

RECITALS: Seller is the author of and sole owner of all rights
(the "Rights", as more specifically set forth hereinafter in
Clause 1) to the original literary material proffered by Seller
and currently entitled "Deadly Innocence"("the Property");

     Buyer is in the business of producing motion pictures and
other forms of entertainment and desires, among other things,
to make, produce, adapt, copyright and exploit one or more
motion picture or television adaptations or versions based on
the Property.

     Subject to the mutual promises and representations made
herein, Seller hereby wishes to sell, grant, assign and convey
to Buyer specified Seller's Rights to the Property as more
particularly set forth at length in Clause below, and Buyer
wishes to acquire all of these specified Rights.

     NOW THEREFORE, in consideration of the mutual promises and
conditions contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

1.   RIGHTS GRANTED:     Seller hereby sells, grants, conveys
and assigns to Buyer, its successors, licensees and assigns
exclusively and forever, the following Rights, and the right to
use, enjoy and exploit same throughout the Universe.  The
Rights as set forth herein shall include all motion picture
rights (including all silent, sound dialogue and musical motion
Picture rights), all television motion picture and other
television rights, with limited radio broadcasting rights and
7,500 word publication rights for advertisement, publicity and
exploitation purposes, and all incidental and allied rights,
throughout the Universe, in and to the Property and in and to
the copyright thereof and all renewals and extensions of
copyright.  The Rights specifically include the following sole
and exclusive rights:

     (a)  To make, produce, adapt and copyright a motion
picture adaptation or version plus one or more sequels, based
in whole or in part on the Property or any of the characters,
themes or plots contained therein, whether such adaptations or
versions are fixed on film, tape, disc, wire, audio-visual
cartridge, cassette or through any other technical process
whether now known or from now on devised or conceived, of every
size, gauge, color or type, including, but not limited to,
musical motion pictures and sequels to any motion picture
produced hereunder and motion pictures in series or serial
form, and for such purposes to record and reproduce and license
others to record and reproduce, in synchronization with such
motion pictures, spoken words taken from or based upon the text
or theme of the Property and any kinds of music, musical
accompaniments and/or lyrics to be performed or sung by the
performers in any such motion picture and any other kinds of
sound and sound effects.

     (b)  To exhibit, perform, rent, lease and generally deal
in and with any motion picture produced hereunder:

(i)  by all means or technical processes whatsoever, whether
now known or from now on devised or conceived, including, by
way of example only, film, tape, disc, wire, audio-visual
cartridge, cassette, digital or other electronic device, or
television (including commercially sponsored, sustaining and
subscription or pay-per-view television, or any derivative of
it and any form or format thereof including so-called "high
definition" TV); and

(ii) anywhere whatsoever, including homes, theaters and
elsewhere, and whether a fee is charged, directly or
indirectly, for viewing any such motion picture or program.

     (c)  To broadcast, transmit or reproduce the Property or
any adaptation or version of it (including without limitations
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 film 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 Buyer hereunder for motion picture purposes.

     (d)  Without limiting any other Rights granted Buyer, to
broadcast and/or transmit by television or radio or any process
analogous thereto whether now known or from now on devised or
conceived, all or any part of the Property or any adaptation or
version of it including any motion picture or any other version
or versions of it, and announcements about said motion picture
or other version or versions, for advertising, publicizing or
exploiting such motion picture or other version or versions,
which broadcasts or transmissions may be accomplished with
living or "virtual" actors performing simultaneously with such
broadcast or transmission or by any other method or means
including the use of motion pictures (including trailers)
reproduced on film or by means of magnetic tape or wire or
through other recordings, transcriptions, digital or electronic
devices or media.

     (e)  To publish and copyright or cause to be published and
copyrighted in the name of Buyer or its nominee in any and all
languages throughout the world, in any form or media, synopses,
novelizations, serializations, dramatizations, abridged and/or
revised versions of the Property, not exceeding 7,500 words
each, adapted from the Property or from any motion picture
and/or other version of the Property for advertising,
publicizing and/or exploiting any such motion picture and/or
other version.

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

     (g)  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/or its motion picture or other
versions and/or the title or titles of it and/or the characters
of it and/or their names or characteristics.

     (h)  All merchandising rights.   "Merchandising" shall
include toys, games of any kind including video games, puzzles,
apparel, lunch boxes and any other merchandise using elements
licensed under rights in the Property

     All rights, licenses, privileges and property herein
granted Buyer shall be cumulative and Buyer may exercise or use
any or all said rights, licenses, privileges or property
simultaneously with or in connection with or separately and
apart from the exercise of any other of said rights, licenses,
privileges and property.  If Seller from now on makes or
publishes or permits to be made or published any revision,
adaptation, translation or dramatization or other versions of
the Property, then Buyer shall have and Seller hereby grants to
Buyer without payment therefore all of the same rights therein
as are herein granted Buyer, subject to the limitation of the
Reserved Rights listed in clause 2.  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 and/or transmission of any kind
of motion picture productions.

2.   RIGHT TO CHANGES: Buyer shall have the right to edit and
alter the Property as Buyer sees fit.

3.   DURATION AND EXTENT OF RIGHTS GRANTED:   Subject to the
Minimum Purchase Price payment obligation, and to the
turnaround rights of Seller all as hereinafter set forth, Buyer
shall enjoy, solely and exclusively, all the rights, licenses,
privileges and property granted hereunder throughout the
Universe, in perpetuity, as long as any rights in the Property
are recognized in law or equity, except as far as such period
of perpetuity may be shortened due to any law or legal
precedent affecting the now existing or future copyright by
Seller of the Property and/or any adaptations of it, in which
case Buyer shall enjoy its sole and exclusive rights, licenses,
privileges and property hereunder to the fullest extent
permissible under and for the full duration of such copyright
or copyrights, whether common law or statutory, and any
renewals and/or extensions of it, and shall after that enjoy
all such rights, licenses, privileges and property
non-exclusively in perpetuity throughout the world.  The rights
granted herein are in addition to and shall not be construed in
derogation of any rights which Buyer may have as a member of
the public or pursuant to any other agreement.  All rights,
licenses, privileges and property granted herein to Buyer are
irrevocable and not subject to rescission, restraint or
injunction under any circumstances.

4.   REVERSION RIGHTS:   All rights granted revert back to
Seller if principle photography for a motion picture based upon
the Property has not commenced within 5 (five) years of the
signing of this agreement.

5.   SELLER'S COMPENSATION:   As consideration for all rights
granted and assigned to Buyer and for Seller's representations
and warranties, Buyer agrees to pay to Seller, and Seller
agrees to accept, the applicable payments as set forth below.

     (a)  A total payment of $100,000, receipt of which is
hereby acknowledged.  If principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, all rights
revert back to Seller, and no further compensation shall be due
from or to either party.

     (b)  For any subsequent mini-series, $10,000 per hour,
pro-rated for part hours, or the then-applicable WGA minimum,
whichever is greater.

     (c)  For any sequel of a theatrical or television motion
picture based on the Property, one-half and one-third,
respectively, of the amount paid for the initial motion
picture, or the or WGA minimum, whichever is greater.  The
writer is to be entitled to first refusal for writing first
draft, second draft and polish on all sequels and pilot TV
episodes, with compensation at no less that WGA minimum rates.

     (d)      For any television series produced, based on the
Property, Buyer will pay as royalties per initial production
upon completion of production of each program the
then-applicable WGA minimum.  In addition to the foregoing, as
a buy-out of all royalty obligations, one hundred percent
(100%) of the applicable initial royalty amount, in equal
installments over five (5) reruns, payable within thirty (30)
days after each such rerun.

6.   SELLER'S REPRESENTATIONS AND WARRANTIES:

     Seller expressly recognizes that Buyer relies upon the
representations and warranties hereinafter, and that Seller is
obligated by them:

     (a)  OWNERSHIP:     Seller represents and warrants to
Buyer that Seller is the author and sole owner of all Rights to
the original literary material written by Seller and currently
entitled "Deadly Innocence".

     (b)  FACTS:     Seller represents and warrants to Buyer
that the following statements are true and correct in all
respects with respect to said Property:

     (i)  Seller is the sole author of the Property.

     (ii) The Property was registered for copyright in the name
of Frank Stewart under copyright registration number PAu
2-482-621 in the Office of the United States Register of
Copyrights, Washington, D.C.

     (iii)     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; and no written or oral agreements or commitments at
all with respect to the Property or with respect to any right
therein, have previously been made or entered into by or on
behalf of Seller (except with respect to the publication of the
Property as set forth above).

     (c)  NO INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS:
  The Property is wholly original with Seller and Seller has
not adapted the Property from any other literary, dramatic or
other material of any kind, nature or description, nor,
excepting for material which is in the public domain, has
Seller copied or used in the Property the plot, scenes,
sequence or story of any other literary, dramatic or other
material; that the Property does not infringe upon any common
law or statutory rights in any other literary, dramatic or
other material; that to the best of Seller's knowledge, no
material in the Property is libelous or violative of the right
of privacy of any person and the full use of the rights in the
Property which are covered by the within option would not
violate any rights of any person, firm or corporation; and that
the Property is not in the public domain in any country in the
world where copyright protection is available.

     (d)  NO IMPAIRMENT OF RIGHTS:     Seller represents and
warrants to Buyer that Seller is the exclusive proprietor,
throughout the world, of the rights in the Property which are
covered by the within option; that Seller has not assigned,
licensed nor in any manner encumbered, diminished or impaired
these rights; that Seller has not committed nor omitted to
perform any act by which these rights could or will be
encumbered, diminished or impaired; and that there is no
outstanding claim or litigation pending against or involving
the title, ownership and/or copyright in the Literary Property,
or in any part of it, or in the rights which are covered by the
within option.  Seller further represents and warrants that no
attempt hereafter will be made to encumber, diminish or impair
any of the rights herein granted and that all appropriate
protections of such rights will continue to be maintained by
Seller.

     Without limiting any other rights Buyer may have in the
premises, Seller agrees that if there is any claim and/or
litigation involving any breach or alleged breach of any such
representations and warranties of Seller, the period before
which Buyer must commence principal photography to avoid losing
its rights in the Property (i.e., 3/28/1997)  shall
automatically be extended until no claim and/or litigation
involving any breach or alleged breach of any such
representation and warranties of seller is outstanding, but in
any event for a period not more than one (1) additional year.
Any time after the occurrence of such a claim and/or litigation
until the expiration of the option period, as extended, Buyer
may, besides any other rights and remedies Buyer may have,
rescind this agreement and in such event, despite anything else
to the contrary contained herein, Seller agrees to repay Buyer
any monies paid by Buyer to Seller hereunder concerning the
Property.  Without limiting the generality of the foregoing,
Seller agrees that Seller will not, any time during the option
period, exercise or authorize or permit the exercise by others
of any of the rights covered by the option or any of the rights
reserved by Seller under the provisions of Exhibit A which are
not to be exercised or licensed to others during any period
therein specified.

7.   INDEMNIFICATION:

     (a)  Seller agrees to indemnify Buyer against all
judgments, liability, damages, penalties, losses and expense
(including reasonable attorneys' fees) which may be suffered or
assumed by or obtained against Buyer by reason of any breach or
failure of any warranty or agreement herein made by Seller.

     (b)  Buyer shall not be liable to Seller 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 Buyer has had
reasonable notice and opportunity to adjust or correct such
matters.

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

     (d)  Buyer shall be responsible for obtaining clearances
and releases from all parties depicted in or in connection with
the Picture and shall fully indemnify the Writer with respect
to any claims, including reasonable attorney's fees, in
connection with the Picture.  When Errors and Omissions
Insurance is obtained for the Picture, the Writer will be
specifically covered under the policy.

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

9.   COPYRIGHT:  Regarding the copyright in and to the
Property, Seller agrees that:

     (a)  Seller will prevent the Property and any
arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof, whether published or
unpublished and whether copyrighted or not copyrighted, from
vesting in the public domain, and will take or cause to be
taken any and all steps and proceedings required for copyright
or similar protection in any and all countries in which the
same may be published or offered for sale, insofar as such
countries now or hereafter provide for copyright or similar
protection.  Any contract or agreement entered into by Seller
authorizing or permitting the publication of the Property or
any arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof in any country will
contain appropriate provisions requiring such publisher to
comply with all the provisions of this clause.

     (b) Without limiting the generality of the foregoing, if
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof is published
in the United States or in any other country in which
registration is required for copyright or similar protection in
accordance with the laws and regulations of such country,
Seller agrees to affix or cause to be affixed to each copy of
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof which is
published or offered for sale such notice or notices as may be
required for copyright or similar protection in any country in
which such publication or sale occurs.

     (c)  At least 6 (six) months prior to the expiration of
any copyright required by this provision for the protection of
the Property, Seller will renew (or cause to be renewed) such
copyright, as permitted by applicable law, and any and all
rights granted Buyer hereunder shall be deemed granted to Buyer
throughout the full period of such renewed copyright, without
the payment of any additional consideration, it being agreed
that the consideration payable to Seller under this agreement
shall be deemed to include full consideration for the grant of
such rights to Buyer throughout the period of such renewed
copyright.

     (d)  If the Property, or any arrangement, revision,
translation, novelization, dramatization or new version
thereof, shall ever enter the public domain, then nothing
contained in this agreement shall impair any rights or
privileges that the Buyer might be entitled to as a member of
the public; thus, the Buyer may exercise any and all such
rights and privileges as though this agreement were not in
existence.  The rights granted herein by Seller to Buyer, and
the representations, warranties, undertakings and agreements
made hereunder by Seller shall endure in perpetuity and shall
be in addition to any rights, licenses, privileges or property
of Buyer referred to in this subclause (d).

10.  CREDIT OBLIGATIONS:     Buyer shall have the right to
publish, advertise, announce and use, in any manner or medium,
the name, biography and photographs or likenesses of Seller in
connection with any exercise by Buyer of its rights hereunder,
provided such use shall not constitute an endorsement of any
product or service.

     During the term of the Writer's Guild of America Minimum
Basic Agreement ("WGA Agreement"), as it may be amended, the
credit provisions of the WGA Agreement shall govern the
determination of credits, if any, which the Buyer shall accord
the Seller hereunder in connection with photoplays.

     Subject to the foregoing, Seller shall be accorded the
following credit on a single card on screen and in paid ads
controlled by Buyer and in which any producer and/or director
is accorded credit, and in size of type (as to height, width,
thickness and boldness) equal to the largest size of type in
which any producer and/or director is accorded credit:

     "Written by A.J. Leydton and Frank Stewart".

     Additionally, if Buyer shall exploit any other rights in
and to the Property, then Buyer agrees to give appropriate
source material credit 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 Buyer.  Seller 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 Seller thereby is not irreparable or sufficient to
entitle Seller to injunctive or other equitable relief.
Consequently, Seller's rights and remedies in the event of such
breach shall be limited to the right to recover damages in an
action at law.  Buyer agrees to provide in its contracts with
distributors of the Picture that such distributors shall honor
Buyer's contractual credit commitments and agrees to inform
such distributors of the credit provisions herein.

11.  RIGHT OF FIRST NEGOTIATION:     The term "Right of First
Negotiation" means that if, after the expiration of an
applicable time limitation, Seller desires to dispose of or
exercise a particular right reserved to Seller herein
("Reserved Right"), whether directly or Indirectly, then Seller
shall notify Buyer in writing and immediately negotiate with
Buyer regarding such Reserved Right.  If, after the expiration
of 15 (fifteen) days following the receipt of such notice, no
agreement has been reached, then Seller may negotiate with
third parties regarding such Reserved Right subject to Clause
12 infra.

12.  RIGHT OF LAST REFUSAL:     The term "Right of Last
Refusal" means that if Buyer and Seller fail to reach an
agreement pursuant to Buyer's right of first negotiation, and
Seller makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any
interest therein ("Third Party Offer"), and if the proposed
purchase price and other material terms of a Third Party Offer
are no more favorable to Seller than the terms which were
acceptable to Buyer during the first negotiation period, Seller
shall notify Buyer, by registered mail or telegram, if Seller
proposes to accept such Third Party Offer, the name of the
offeror, the proposed purchase price, and other terms of such
Third Party Offer.   During the period of 15 (fifteen) days
after Buyer's receipt of such notice, Buyer shall have the
exclusive option to license, lease and/or purchase, as the case
may be, the particular Reserved Right or interest referred to
in such Third Party Offer, at the same purchase price and upon
the same terms and conditions as set forth in such notice.  If
Buyer elects to exercise thereof by registered mail or telegram
within such 15 (fifteen) day period, failing which Seller shall
be free to accept such Third Party Offer; provided that if any
such proposed license, lease and/or sale is not consummated
with a third party within 30 (thirty) days following the
expiration of the aforesaid 15 (fifteen) day period, Buyer's
Right of last refusal shall revive and shall apply to each and
every further offer or offers at any time received by Seller
relating to the particular Reserved Right or any interest
therein; provided, further, that Buyer's option shall continue
in full force and effect, upon all of the terms and conditions
of this paragraph, so long as Seller retains any rights, title
or interests in or to the particular Reserved Right, Buyer's
Right of Last Refusal shall inure to the benefit of Buyer, its
successors and assigns, and shall bind Seller and Seller's
heirs, successors and assigns.

13.  NO OBLIGATION TO PRODUCE:     Nothing herein shall be
construed to obligate Buyer to produce, distribute, release,
perform or exhibit any motion picture, television, theatrical
or other production based upon, adapted from or suggested by
the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or
property granted herein to Buyer.  Buyer is aware of the
limitation stated in clause 4, namely that all rights revert
back to the Seller if principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, and nothing in
this paragraph shall be construed to contravene that fact.

14.  ASSIGNMENT:     Buyer may freely assign and transfer this
agreement or all or any part of its rights hereunder to any
person, firm or corporation without limitation, and this
agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, representatives and
assigns forever.

15.  NO PUBLICITY:      Seller will not, without Buyer's prior
written consent in each instance, issue or authorize the
issuance or publication of any news story or publicity relating
to (i) this Agreement, (ii) the subject matter or terms hereof.

16.  AGENT COMMISSIONS:     Buyer shall not be liable for any
compensation or fee to any agent of Seller in connection with
this Agreement.

17.  ADDITIONAL DOCUMENTATION:     Seller agrees to execute and
procure any other and further instruments necessary to
transfer, convey, assign and copyright all rights in the
Property granted herein by Seller to Buyer in any country
throughout the world. If it shall be necessary under the laws
of any country that copyright registration be acquired in the
name of Seller, Buyer is hereby authorized by Seller to apply
for said copyright registration thereof; and, in such event,
Seller shall and does hereby assign and transfer the same unto
Buyer, subject to the rights in the Property reserved hereunder
by Seller.  Seller further agrees, upon request, to duty
execute, acknowledge, procure and deliver to Buyer such short
form assignments as may be requested by Buyer for the purpose
of copyright recordation in any country, or otherwise. If
Seller shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments
herein referred to, Buyer is hereby irrevocably granted the
power coupled with an interest to execute such assignments and
instruments in the name of Seller and as Seller's
attorney-in-fact.

18.  NOTICES:     All notices to Buyer under this agreement
shall be sent by United States registered mail, postage
prepaid, or by telegram addressed to Buyer at: Aquila
Communications, Inc., P.O. Box 14725, Austin TX 78757 and all
notices to Seller under this agreement shall be sent by United
States registered mail, postage prepaid, or by telegrams
addressed to Seller at A.J.Leydton, 7311 Van Nuys Blvd., Suite
2, Van Nuys, CA 91405.  The deposit of such notice in the
United States mail or the delivery of the telegram message to
the telegraph office shall constitute service thereof, and the
date of such deposit shall be defined to be the date of service
of such notice.

19.  ARBITRATION:      Any controversy or claim arising out of
or relating to this agreement or any breach thereof shall be
settled by arbitration in accordance with the Judicial
Arbitration and Mediation Services available in Los Angeles;
and judgment upon the award tendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.  The
prevailing party shall be entitled to reimbursement for costs
and reasonable attorney's fees.  The determination of the
arbitrator in such proceeding shall be final, binding and
non-appealable.

20.  MISCELLANEOUS:

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

     (b)  CUMULATIVE RIGHTS AND REMEDIES:  All rights,
remedies, licenses, undertakings, obligations, covenants,
privileges and other property granted herein shall be
cumulative, and Buyer may exercise or use any of them
separately or in conjunction with any one or more of the
others.

     (c)       WAIVER:  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.

     (d)  SEVERABILITY:  If any provision of this agreement as
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.

     (e)  GOVERNING LAW:  This agreement shall be construed in
accordance with the laws of the State of California applicable
to agreements which are executed and fully performed within
said State.

     (f)  CAPTIONS:  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.

     (g)  ENTIRE UNDERSTANDING:  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 and year first above written.


/s/ A.J. Leydton
A.J. Leydton ("Seller")

/s/ Frank Stewart
Frank Stewart ("Seller")

/s/ Ron Kinsey
for Aquila Communications, Inc. ("Buyer")






















Exhibit 10.3

LITERARY PURCHASE AGREEMENT

     This agreement (the "Agreement") is made and entered into
on March 28, 1992, by and between A.J. Leydton and Frank
Stewart (collectively "Seller") and Aquila Communications, Inc.
a Texas Corporation ("Buyer") at Los Angeles, California.

RECITALS: Seller is the author of and sole owner of all rights
(the "Rights", as more specifically set forth hereinafter in
Clause 1) to the original literary material proffered by Seller
and currently entitled "Duster"("the Property");

     Buyer is in the business of producing motion pictures and
other forms of entertainment and desires, among other things,
to make, produce, adapt, copyright and exploit one or more
motion picture or television adaptations or versions based on
the Property.

     Subject to the mutual promises and representations made
herein, Seller hereby wishes to sell, grant, assign and convey
to Buyer specified Seller's Rights to the Property as more
particularly set forth at length in Clause below, and Buyer
wishes to acquire all of these specified Rights.

     NOW THEREFORE, in consideration of the mutual promises and
conditions contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

1.   RIGHTS GRANTED:     Seller hereby sells, grants, conveys
and assigns to Buyer, its successors, licensees and assigns
exclusively and forever, the following Rights, and the right to
use, enjoy and exploit same throughout the Universe.  The
Rights as set forth herein shall include all motion picture
rights (including all silent, sound dialogue and musical motion
Picture rights), all television motion picture and other
television rights, with limited radio broadcasting rights and
7,500 word publication rights for advertisement, publicity and
exploitation purposes, and all incidental and allied rights,
throughout the Universe, in and to the Property and in and to
the copyright thereof and all renewals and extensions of
copyright.  The Rights specifically include the following sole
and exclusive rights:

     (a)  To make, produce, adapt and copyright a motion
picture adaptation or version plus one or more sequels, based
in whole or in part on the Property or any of the characters,
themes or plots contained therein, whether such adaptations or
versions are fixed on film, tape, disc, wire, audio-visual
cartridge, cassette or through any other technical process
whether now known or from now on devised or conceived, of every
size, gauge, color or type, including, but not limited to,
musical motion pictures and sequels to any motion picture
produced hereunder and motion pictures in series or serial
form, and for such purposes to record and reproduce and license
others to record and reproduce, in synchronization with such
motion pictures, spoken words taken from or based upon the text
or theme of the Property and any kinds of music, musical
accompaniments and/or lyrics to be performed or sung by the
performers in any such motion picture and any other kinds of
sound and sound effects.

     (b)  To exhibit, perform, rent, lease and generally deal
in and with any motion picture produced hereunder:

     (i)  by all means or technical processes whatsoever,
whether now known or from now on devised or conceived,
including, by way of example only, film, tape, disc, wire,
audio-visual cartridge, cassette, digital or other electronic
device, or television (including commercially sponsored,
sustaining and subscription or pay-per-view television, or any
derivative of it and any form or format thereof including
so-called "high definition" TV); and

     (ii) anywhere whatsoever, including homes, theaters and
elsewhere, and whether a fee is charged, directly or
indirectly, for viewing any such motion picture or program.

     (c)  To broadcast, transmit or reproduce the Property or
any adaptation or version of it (including without limitations
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 film 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 Buyer hereunder for motion picture purposes.

     (d)  Without limiting any other Rights granted Buyer, to
broadcast and/or transmit by television or radio or any process
analogous thereto whether now known or from now on devised or
conceived, all or any part of the Property or any adaptation or
version of it including any motion picture or any other version
or versions of it, and announcements about said motion picture
or other version or versions, for advertising, publicizing or
exploiting such motion picture or other version or versions,
which broadcasts or transmissions may be accomplished with
living or "virtual" actors performing simultaneously with such
broadcast or transmission or by any other method or means
including the use of motion pictures (including trailers)
reproduced on film or by means of magnetic tape or wire or
through other recordings, transcriptions, digital or electronic
devices or media.

     (e)  To publish and copyright or cause to be published and
copyrighted in the name of Buyer or its nominee in any and all
languages throughout the world, in any form or media, synopses,
novelizations, serializations, dramatizations, abridged and/or
revised versions of the Property, not exceeding 7,500 words
each, adapted from the Property or from any motion picture
and/or other version of the Property for advertising,
publicizing and/or exploiting any such motion picture and/or
other version.

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

     (g)  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/or its motion picture or other
versions and/or the title or titles of it and/or the characters
of it and/or their names or characteristics.

     (h)  All merchandising rights.   "Merchandising" shall
include toys, games of any kind including video games, puzzles,
apparel, lunch boxes and any other merchandise using elements
licensed under rights in the Property

     All rights, licenses, privileges and property herein
granted Buyer shall be cumulative and Buyer may exercise or use
any or all said rights, licenses, privileges or property
simultaneously with or in connection with or separately and
apart from the exercise of any other of said rights, licenses,
privileges and property.  If Seller from now on makes or
publishes or permits to be made or published any revision,
adaptation, translation or dramatization or other versions of
the Property, then Buyer shall have and Seller hereby grants to
Buyer without payment therefore all of the same rights therein
as are herein granted Buyer, subject to the limitation of the
Reserved Rights listed in clause 2.  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 and/or transmission of any kind
of motion picture productions.

2.   RIGHT TO CHANGES: Buyer shall have the right to edit and
alter the Property as Buyer sees fit.

3.   DURATION AND EXTENT OF RIGHTS GRANTED:   Subject to the
Minimum Purchase Price payment obligation, and to the
turnaround rights of Seller all as hereinafter set forth, Buyer
shall enjoy, solely and exclusively, all the rights, licenses,
privileges and property granted hereunder throughout the
Universe, in perpetuity, as long as any rights in the Property
are recognized in law or equity, except as far as such period
of perpetuity may be shortened due to any law or legal
precedent affecting the now existing or future copyright by
Seller of the Property and/or any adaptations of it, in which
case Buyer shall enjoy its sole and exclusive rights, licenses,
privileges and property hereunder to the fullest extent
permissible under and for the full duration of such copyright
or copyrights, whether common law or statutory, and any
renewals and/or extensions of it, and shall after that enjoy
all such rights, licenses, privileges and property
non-exclusively in perpetuity throughout the world.  The rights
granted herein are in addition to and shall not be construed in
derogation of any rights which Buyer may have as a member of
the public or pursuant to any other agreement.  All rights,
licenses, privileges and property granted herein to Buyer are
irrevocable and not subject to rescission, restraint or
injunction under any circumstances.

4.   REVERSION RIGHTS:   All rights granted revert back to
Seller if principle photography for a motion picture based upon
the Property has not commenced within 5 (five) years of the
signing of this agreement.

5.   SELLER'S COMPENSATION:   As consideration for all rights
granted and assigned to Buyer and for Seller's representations
and warranties, Buyer agrees to pay to Seller, and Seller
agrees to accept, the applicable payments as set forth below.

     (a)  A total payment of $100,000, receipt of which is
hereby acknowledged.  If principal photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, all rights
revert back to Seller, and no further compensation shall be due
from or to either party.

     (b)  For any subsequent mini-series, $10,000 per hour,
pro-rated for part hours, or the then-applicable WGA minimum,
whichever is greater.

     (c)  For any sequel of a theatrical or television motion
picture based on the Property, one-half and one-third,
respectively, of the amount paid for the initial motion
picture, or the or WGA minimum, whichever is greater.  The
writer is to be entitled to first refusal for writing first
draft, second draft and polish on all sequels and pilot TV
episodes, with compensation at no less that WGA minimum rates.

     (d)      For any television series produced, based on the
Property, Buyer will pay as royalties per initial production
upon completion of production of each program the
then-applicable WGA minimum.  In addition to the foregoing, as
a buy-out of all royalty obligations, one hundred percent
(100%) of the applicable initial royalty amount, in equal
installments over five (5) reruns, payable within thirty (30)
days after each such rerun.

6.   SELLER'S REPRESENTATIONS AND WARRANTIES:

     Seller expressly recognizes that Buyer relies upon the
representations and warranties hereinafter, and that Seller is
obligated by them:

     (a)  OWNERSHIP:     Seller represents and warrants to
Buyer that Seller is the author and sole owner of all Rights to
the original literary material written by Seller and currently
entitled "Duster".


     (b)  FACTS:     Seller represents and warrants to Buyer
that the following statements are true and correct in all
respects with respect to said Property:

     (i)  Seller is the sole author of the Property.

     (ii) The Property was registered for copyright in the name
of Frank Stewart under copyright registration number PAu
249-807 in the Office of the United States Register of
Copyrights, Washington, D.C.

     (iii)     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; and no written or oral agreements or commitments at
all with respect to the Property or with respect to any right
therein, have previously been made or entered into by or on
behalf of Seller (except with respect to the publication of the
Property as set forth above).

     (c)  NO INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS:
  The Property is wholly original with Seller and Seller has
not adapted the Property from any other literary, dramatic or
other material of any kind, nature or description, nor,
excepting for material which is in the public domain, has
Seller copied or used in the Property the plot, scenes,
sequence or story of any other literary, dramatic or other
material; that the Property does not infringe upon any common
law or statutory rights in any other literary, dramatic or
other material; that to the best of Seller's knowledge, no
material in the Property is libelous or violative of the right
of privacy of any person and the full use of the rights in the
Property which are covered by the within option would not
violate any rights of any person, firm or corporation; and that
the Property is not in the public domain in any country in the
world where copyright protection is available.

     (d)  NO IMPAIRMENT OF RIGHTS:     Seller represents and
warrants to Buyer that Seller is the exclusive proprietor,
throughout the world, of the rights in the Property which are
covered by the within option; that Seller has not assigned,
licensed nor in any manner encumbered, diminished or impaired
these rights; that Seller has not committed nor omitted to
perform any act by which these rights could or will be
encumbered, diminished or impaired; and that there is no
outstanding claim or litigation pending against or involving
the title, ownership and/or copyright in the Literary Property,
or in any part of it, or in the rights which are covered by the
within option.  Seller further represents and warrants that no
attempt hereafter will be made to encumber, diminish or impair
any of the rights herein granted and that all appropriate
protections of such rights will continue to be maintained by
Seller.

     Without limiting any other rights Buyer may have in the
premises, Seller agrees that if there is any claim and/or
litigation involving any breach or alleged breach of any such
representations and warranties of Seller, the period before
which Buyer must commence principal photography to avoid losing
its rights in the Property (i.e., 3/28/1997)  shall
automatically be extended until no claim and/or litigation
involving any breach or alleged breach of any such
representation and warranties of seller is outstanding, but in
any event for a period not more than one (1) additional year.
Any time after the occurrence of such a claim and/or litigation
until the expiration of the option period, as extended, Buyer
may, besides any other rights and remedies Buyer may have,
rescind this agreement and in such event, despite anything else
to the contrary contained herein, Seller agrees to repay Buyer
any monies paid by Buyer to Seller hereunder concerning the
Property.  Without limiting the generality of the foregoing,
Seller agrees that Seller will not, any time during the option
period, exercise or authorize or permit the exercise by others
of any of the rights covered by the option or any of the rights
reserved by Seller under the provisions of Exhibit A which are
not to be exercised or licensed to others during any period
therein specified.

7.   INDEMNIFICATION:

     (a)  Seller agrees to indemnify Buyer against all
judgments, liability, damages, penalties, losses and expense
(including reasonable attorneys' fees) which may be suffered or
assumed by or obtained against Buyer by reason of any breach or
failure of any warranty or agreement herein made by Seller.

     (b)  Buyer shall not be liable to Seller 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 Buyer has had
reasonable notice and opportunity to adjust or correct such
matters.

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

     (d)  Buyer shall be responsible for obtaining clearances
and releases from all parties depicted in or in connection with
the Picture and shall fully indemnify the Writer with respect
to any claims, including reasonable attorney's fees, in
connection with the Picture.  When Errors and Omissions
Insurance is obtained for the Picture, the Writer will be
specifically covered under the policy.

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

9.   COPYRIGHT:  Regarding the copyright in and to the
Property, Seller agrees that:

     (a)  Seller will prevent the Property and any
arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof, whether published or
unpublished and whether copyrighted or not copyrighted, from
vesting in the public domain, and will take or cause to be
taken any and all steps and proceedings required for copyright
or similar protection in any and all countries in which the
same may be published or offered for sale, insofar as such
countries now or hereafter provide for copyright or similar
protection.  Any contract or agreement entered into by Seller
authorizing or permitting the publication of the Property or
any arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof in any country will
contain appropriate provisions requiring such publisher to
comply with all the provisions of this clause.

     (b) Without limiting the generality of the foregoing, if
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof is published
in the United States or in any other country in which
registration is required for copyright or similar protection in
accordance with the laws and regulations of such country,
Seller agrees to affix or cause to be affixed to each copy of
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof which is
published or offered for sale such notice or notices as may be
required for copyright or similar protection in any country in
which such publication or sale occurs.

     (c)  At least 6 (six) months prior to the expiration of
any copyright required by this provision for the protection of
the Property, Seller will renew (or cause to be renewed) such
copyright, as permitted by applicable law, and any and all
rights granted Buyer hereunder shall be deemed granted to Buyer
throughout the full period of such renewed copyright, without
the payment of any additional consideration, it being agreed
that the consideration payable to Seller under this agreement
shall be deemed to include full consideration for the grant of
such rights to Buyer throughout the period of such renewed
copyright.

     (d)  If the Property, or any arrangement, revision,
translation, novelization, dramatization or new version
thereof, shall ever enter the public domain, then nothing
contained in this agreement shall impair any rights or
privileges that the Buyer might be entitled to as a member of
the public; thus, the Buyer may exercise any and all such
rights and privileges as though this agreement were not in
existence.  The rights granted herein by Seller to Buyer, and
the representations, warranties, undertakings and agreements
made hereunder by Seller shall endure in perpetuity and shall
be in addition to any rights, licenses, privileges or property
of Buyer referred to in this subclause (d).

10.  CREDIT OBLIGATIONS:     Buyer shall have the right to
publish, advertise, announce and use, in any manner or medium,
the name, biography and photographs or likenesses of Seller in
connection with any exercise by Buyer of its rights hereunder,
provided such use shall not constitute an endorsement of any
product or service.

     During the term of the Writer's Guild of America Minimum
Basic Agreement ("WGA Agreement"), as it may be amended, the
credit provisions of the WGA Agreement shall govern the
determination of credits, if any, which the Buyer shall accord
the Seller hereunder in connection with photoplays.

     Subject to the foregoing, Seller shall be accorded the
following credit
on a single card on screen and in paid ads controlled by Buyer
and in which any producer and/or director is accorded credit,
and in size of type (as to height, width, thickness and
boldness) equal to the largest size of type in which any
producer and/or director is accorded credit:

     "Written by A.J. Leydton and Frank Stewart".

     Additionally, if Buyer shall exploit any other rights in
and to the Property, then Buyer agrees to give appropriate
source material credit 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 Buyer.  Seller 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 Seller thereby is not irreparable or sufficient to
entitle Seller to injunctive or other equitable relief.
Consequently, Seller's rights and remedies in the event of such
breach shall be limited to the right to recover damages in an
action at law.  Buyer agrees to provide in its contracts with
distributors of the Picture that such distributors shall honor
Buyer's contractual credit commitments and agrees to inform
such distributors of the credit provisions herein.

11.  RIGHT OF FIRST NEGOTIATION:     The term "Right of First
Negotiation" means that if, after the expiration of an
applicable time limitation, Seller desires to dispose of or
exercise a particular right reserved to Seller herein
("Reserved Right"), whether directly or Indirectly, then Seller
shall notify Buyer in writing and immediately negotiate with
Buyer regarding such Reserved Right.  If, after the expiration
of 15 (fifteen) days following the receipt of such notice, no
agreement has been reached, then Seller may negotiate with
third parties regarding such Reserved Right subject to Clause
12 infra.

12.  RIGHT OF LAST REFUSAL:     The term "Right of Last
Refusal" means that if Buyer and Seller fail to reach an
agreement pursuant to Buyer's right of first negotiation, and
Seller makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any
interest therein ("Third Party Offer"), and if the proposed
purchase price and other material terms of a Third Party Offer
are no more favorable to Seller than the terms which were
acceptable to Buyer during the first negotiation period, Seller
shall notify Buyer, by registered mail or telegram, if Seller
proposes to accept such Third Party Offer, the name of the
offeror, the proposed purchase price, and other terms of such
Third Party Offer.   During the period of 15 (fifteen) days
after Buyer's receipt of such notice, Buyer shall have the
exclusive option to license, lease and/or purchase, as the case
may be, the particular Reserved Right or interest referred to
in such Third Party Offer, at the same purchase price and upon
the same terms and conditions as set forth in such notice.  If
Buyer elects to exercise thereof by registered mail or telegram
within such 15 (fifteen) day period, failing which Seller shall
be free to accept such Third Party Offer; provided that if any
such proposed license, lease and/or sale is not consummated
with a third party within 30 (thirty) days following the
expiration of the aforesaid 15 (fifteen) day period, Buyer's
Right of last refusal shall revive and shall apply to each and
every further offer or offers at any time received by Seller
relating to the particular Reserved Right or any interest
therein; provided, further, that Buyer's option shall continue
in full force and effect, upon all of the terms and conditions
of this paragraph, so long as Seller retains any rights, title
or interests in or to the particular Reserved Right, Buyer's
Right of Last Refusal shall inure to the benefit of Buyer, its
successors and assigns, and shall bind Seller and Seller's
heirs, successors and assigns.

13.  NO OBLIGATION TO PRODUCE:     Nothing herein shall be
construed to obligate Buyer to produce, distribute, release,
perform or exhibit any motion picture, television, theatrical
or other production based upon, adapted from or suggested by
the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or
property granted herein to Buyer.  Buyer is aware of the
limitation stated in clause 4, namely that all rights revert
back to the Seller if principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, and nothing in
this paragraph shall be construed to contravene that fact.

14.       ASSIGNMENT:     Buyer may freely assign and transfer
this agreement or all or any part of its rights hereunder to
any person, firm or corporation without limitation, and this
agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, representatives and
assigns forever.

15.  NO PUBLICITY:      Seller will not, without Buyer's prior
written consent in each instance, issue or authorize the
issuance or publication of any news story or publicity relating
to (i) this Agreement, (ii) the subject matter or terms hereof.

16.       AGENT COMMISSIONS:     Buyer shall not be liable for
any compensation or fee to any agent of Seller in connection
with this Agreement.

17.       ADDITIONAL DOCUMENTATION:     Seller agrees to
execute and procure any other and further instruments necessary
to transfer, convey, assign and copyright all rights in the
Property granted herein by Seller to Buyer in any country
throughout the world. If it shall be necessary under the laws
of any country that copyright registration be acquired in the
name of Seller, Buyer is hereby authorized by Seller to apply
for said copyright registration thereof; and, in such event,
Seller shall and does hereby assign and transfer the same unto
Buyer, subject to the rights in the Property reserved hereunder
by Seller.  Seller further agrees, upon request, to duty
execute, acknowledge, procure and deliver to Buyer such short
form assignments as may be requested by Buyer for the purpose
of copyright recordation in any country, or otherwise. If
Seller shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments
herein referred to, Buyer is hereby irrevocably granted the
power coupled with an interest to execute such assignments and
instruments in the name of Seller and as Seller's
attorney-in-fact.

18.  NOTICES:     All notices to Buyer under this agreement
shall be sent by United States registered mail, postage
prepaid, or by telegram addressed to Buyer at: Aquila
Communications, Inc., P.O. Box 14725, Austin TX 78757 and all
notices to Seller under this agreement shall be sent by United
States registered mail, postage prepaid, or by telegrams
addressed to Seller at A.J.Leydton, 7311 Van Nuys Blvd., Suite
2, Van Nuys, CA 91405.  The deposit of such notice in the
United States mail or the delivery of the telegram message to
the telegraph office shall constitute service thereof, and the
date of such deposit shall be defined to be the date of service
of such notice.

19.  ARBITRATION:      Any controversy or claim arising out of
or relating to this agreement or any breach thereof shall be
settled by arbitration in accordance with the Judicial
Arbitration and Mediation Services available in Los Angeles;
and judgment upon the award tendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.  The
prevailing party shall be entitled to reimbursement for costs
and reasonable attorney's fees.  The determination of the
arbitrator in such proceeding shall be final, binding and
non-appealable.

20.  MISCELLANEOUS:

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

     (b)  CUMULATIVE RIGHTS AND REMEDIES:  All rights,
remedies, licenses, undertakings, obligations, covenants,
privileges and other property granted herein shall be
cumulative, and Buyer may exercise or use any of them
separately or in conjunction with any one or more of the
others.

     (c)       WAIVER:  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.

     (d)  SEVERABILITY:  If any provision of this agreement as
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.

     (e)  GOVERNING LAW:  This agreement shall be construed in
accordance with the laws of the State of California applicable
to agreements which are executed and fully performed within
said State.

     (f)  CAPTIONS:  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.

     (g)  ENTIRE UNDERSTANDING:  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 and year first above written.

/s/ A.J. Leydton
A.J. Leydton ("Seller")

/s/ Frank Stewart
Frank Stewart ("Seller")

/s/ Ron Kinsey
for Aquila Communications, Inc. ("Buyer")







Exhibit 10.4

LITERARY PURCHASE AGREEMENT

     This agreement (the "Agreement") is made and entered into
on March 28, 1992, by and between A.J. Leydton and Frank
Stewart (collectively "Seller") and Aquila Communications, Inc.
a Texas Corporation ("Buyer") at Los Angeles, California.

RECITALS: Seller is the author of and sole owner of all rights
(the "Rights", as more specifically set forth hereinafter in
Clause 1) to the original literary material proffered by Seller
and currently entitled "King of Diamonds"("the Property");

     Buyer is in the business of producing motion pictures and
other forms of entertainment and desires, among other things,
to make, produce, adapt, copyright and exploit one or more
motion picture or television adaptations or versions based on
the Property.

     Subject to the mutual promises and representations made
herein, Seller hereby wishes to sell, grant, assign and convey
to Buyer specified Seller's Rights to the Property as more
particularly set forth at length in Clause below, and Buyer
wishes to acquire all of these specified Rights.

     NOW THEREFORE, in consideration of the mutual promises and
conditions contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

1.   RIGHTS GRANTED:     Seller hereby sells, grants, conveys
and assigns to Buyer, its successors, licensees and assigns
exclusively and forever, the following Rights, and the right to
use, enjoy and exploit same throughout the Universe.  The
Rights as set forth herein shall include all motion picture
rights (including all silent, sound dialogue and musical motion
Picture rights), all television motion picture and other
television rights, with limited radio broadcasting rights and
7,500 word publication rights for advertisement, publicity and
exploitation purposes, and all incidental and allied rights,
throughout the Universe, in and to the Property and in and to
the copyright thereof and all renewals and extensions of
copyright.  The Rights specifically include the following sole
and exclusive rights:

     (a)  To make, produce, adapt and copyright a motion
picture adaptation or version plus one or more sequels, based
in whole or in part on the Property or any of the characters,
themes or plots contained therein, whether such adaptations or
versions are fixed on film, tape, disc, wire, audio-visual
cartridge, cassette or through any other technical process
whether now known or from now on devised or conceived, of every
size, gauge, color or type, including, but not limited to,
musical motion pictures and sequels to any motion picture
produced hereunder and motion pictures in series or serial
form, and for such purposes to record and reproduce and license
others to record and reproduce, in synchronization with such
motion pictures, spoken words taken from or based upon the text
or theme of the Property and any kinds of music, musical
accompaniments and/or lyrics to be performed or sung by the
performers in any such motion picture and any other kinds of
sound and sound effects.

     (b)  To exhibit, perform, rent, lease and generally deal
in and with any motion picture produced hereunder:

(i)  by all means or technical processes whatsoever, whether
now known or from now on devised or conceived, including, by
way of example only, film, tape, disc, wire, audio-visual
cartridge, cassette, digital or other electronic device, or
television (including commercially sponsored, sustaining and
subscription or pay-per-view television, or any derivative of
it and any form or format thereof including so-called "high
definition" TV); and

(ii) anywhere whatsoever, including homes, theaters and
elsewhere, and whether a fee is charged, directly or
indirectly, for viewing any such motion picture or program.

     (c)  To broadcast, transmit or reproduce the Property or
any adaptation or version of it (including without limitations
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 film 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 Buyer hereunder for motion picture purposes.

     (d)  Without limiting any other Rights granted Buyer, to
broadcast and/or transmit by television or radio or any process
analogous thereto whether now known or from now on devised or
conceived, all or any part of the Property or any adaptation or
version of it including any motion picture or any other version
or versions of it, and announcements about said motion picture
or other version or versions, for advertising, publicizing or
exploiting such motion picture or other version or versions,
which broadcasts or transmissions may be accomplished with
living or "virtual" actors performing simultaneously with such
broadcast or transmission or by any other method or means
including the use of motion pictures (including trailers)
reproduced on film or by means of magnetic tape or wire or
through other recordings, transcriptions, digital or electronic
devices or media.

     (e)  To publish and copyright or cause to be published and
copyrighted in the name of Buyer or its nominee in any and all
languages throughout the world, in any form or media, synopses,
novelizations, serializations, dramatizations, abridged and/or
revised versions of the Property, not exceeding 7,500 words
each, adapted from the Property or from any motion picture
and/or other version of the Property for advertising,
publicizing and/or exploiting any such motion picture and/or
other version.

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

     (g)  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/or its motion picture or other
versions and/or the title or titles of it and/or the characters
of it and/or their names or characteristics.

     (h)  All merchandising rights.   "Merchandising" shall
include toys, games of any kind including video games, puzzles,
apparel, lunch boxes and any other merchandise using elements
licensed under rights in the Property

     All rights, licenses, privileges and property herein
granted Buyer shall be cumulative and Buyer may exercise or use
any or all said rights, licenses, privileges or property
simultaneously with or in connection with or separately and
apart from the exercise of any other of said rights, licenses,
privileges and property.  If Seller from now on makes or
publishes or permits to be made or published any revision,
adaptation, translation or dramatization or other versions of
the Property, then Buyer shall have and Seller hereby grants to
Buyer without payment therefore all of the same rights therein
as are herein granted Buyer, subject to the limitation of the
Reserved Rights listed in clause 2.  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 and/or transmission of any kind
of motion picture productions.

2.   RIGHT TO CHANGES: Buyer shall have the right to edit and
alter the Property as Buyer sees fit.

3.   DURATION AND EXTENT OF RIGHTS GRANTED:   Subject to the
Minimum Purchase Price payment obligation, and to the
turnaround rights of Seller all as hereinafter set forth, Buyer
shall enjoy, solely and exclusively, all the rights, licenses,
privileges and property granted hereunder throughout the
Universe, in perpetuity, as long as any rights in the Property
are recognized in law or equity, except as far as such period
of perpetuity may be shortened due to any law or legal
precedent affecting the now existing or future copyright by
Seller of the Property and/or any adaptations of it, in which
case Buyer shall enjoy its sole and exclusive rights, licenses,
privileges and property hereunder to the fullest extent
permissible under and for the full duration of such copyright
or copyrights, whether common law or statutory, and any
renewals and/or extensions of it, and shall after that enjoy
all such rights, licenses, privileges and property
non-exclusively in perpetuity throughout the world.  The rights
granted herein are in addition to and shall not be construed in
derogation of any rights which Buyer may have as a member of
the public or pursuant to any other agreement.  All rights,
licenses, privileges and property granted herein to Buyer are
irrevocable and not subject to rescission, restraint or
injunction under any circumstances.

4.   REVERSION RIGHTS:   All rights granted revert back to
Seller if principle photography for a motion picture based upon
the Property has not commenced within 5 (five) years of the
signing of this agreement.

5.   SELLER'S COMPENSATION:   As consideration for all rights
granted and assigned to Buyer and for Seller's representations
and warranties, Buyer agrees to pay to Seller, and Seller
agrees to accept, the applicable payments as set forth below.

     (a)  A total payment of $100,000, receipt of which is
hereby acknowledged.  If principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, all rights
revert back to Seller, and no further compensation shall be due
from or to either party.

     (b)  For any subsequent mini-series, $10,000 per hour,
pro-rated for part hours, or the then-applicable WGA minimum,
whichever is greater.

     (c)  For any sequel of a theatrical or television motion
picture based on the Property, one-half and one-third,
respectively, of the amount paid for the initial motion
picture, or the or WGA minimum, whichever is greater.  The
writer is to be entitled to first refusal for writing first
draft, second draft and polish on all sequels and pilot TV
episodes, with compensation at no less that WGA minimum rates.

     (d)      For any television series produced, based on the
Property, Buyer will pay as royalties per initial production
upon completion of production of each program the
then-applicable WGA minimum.  In addition to the foregoing, as
a buy-out of all royalty obligations, one hundred percent
(100%) of the applicable initial royalty amount, in equal
installments over five (5) reruns, payable within thirty (30)
days after each such rerun.

6.   SELLER'S REPRESENTATIONS AND WARRANTIES:

     Seller expressly recognizes that Buyer relies upon the
representations and warranties hereinafter, and that Seller is
obligated by them:

     (a)  OWNERSHIP:     Seller represents and warrants to
Buyer that Seller is the author and sole owner of all Rights to
the original literary material written by Seller and currently
entitled "King of Diamonds".

     (b)  FACTS:     Seller represents and warrants to Buyer
that the following statements are true and correct in all
respects with respect to said Property:

     (i)  Seller is the sole author of the Property.

     (ii) 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; and no written or oral agreements or commitments at
all with respect to the Property or with respect to any right
therein, have previously been made or entered into by or on
behalf of Seller (except with respect to the publication of the
Property as set forth above).

     (c)  NO INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS:
  The Property is wholly original with Seller and Seller has
not adapted the Property from any other literary, dramatic or
other material of any kind, nature or description, nor,
excepting for material which is in the public domain, has
Seller copied or used in the Property the plot, scenes,
sequence or story of any other literary, dramatic or other
material; that the Property does not infringe upon any common
law or statutory rights in any other literary, dramatic or
other material; that to the best of Seller's knowledge, no
material in the Property is libelous or violative of the right
of privacy of any person and the full use of the rights in the
Property which are covered by the within option would not
violate any rights of any person, firm or corporation; and that
the Property is not in the public domain in any country in the
world where copyright protection is available.

     (d)  NO IMPAIRMENT OF RIGHTS:     Seller represents and
warrants to Buyer that Seller is the exclusive proprietor,
throughout the world, of the rights in the Property which are
covered by the within option; that Seller has not assigned,
licensed nor in any manner encumbered, diminished or impaired
these rights; that Seller has not committed nor omitted to
perform any act by which these rights could or will be
encumbered, diminished or impaired; and that there is no
outstanding claim or litigation pending against or involving
the title, ownership and/or copyright in the Literary Property,
or in any part of it, or in the rights which are covered by the
within option.  Seller further represents and warrants that no
attempt hereafter will be made to encumber, diminish or impair
any of the rights herein granted and that all appropriate
protections of such rights will continue to be maintained by
Seller.

     Without limiting any other rights Buyer may have in the
premises, Seller agrees that if there is any claim and/or
litigation involving any breach or alleged breach of any such
representations and warranties of Seller, the period before
which Buyer must commence principal photography to avoid losing
its rights in the Property (i.e., 3/28/1997)  shall
automatically be extended until no claim and/or litigation
involving any breach or alleged breach of any such
representation and warranties of seller is outstanding, but in
any event for a period not more than one (1) additional year.
Any time after the occurrence of such a claim and/or litigation
until the expiration of the option period, as extended, Buyer
may, besides any other rights and remedies Buyer may have,
rescind this agreement and in such event, despite anything else
to the contrary contained herein, Seller agrees to repay Buyer
any monies paid by Buyer to Seller hereunder concerning the
Property.  Without limiting the generality of the foregoing,
Seller agrees that Seller will not, any time during the option
period, exercise or authorize or permit the exercise by others
of any of the rights covered by the option or any of the rights
reserved by Seller under the provisions of Exhibit A which are
not to be exercised or licensed to others during any period
therein specified.

7.   INDEMNIFICATION:

     (a)  Seller agrees to indemnify Buyer against all
judgments, liability, damages, penalties, losses and expense
(including reasonable attorneys' fees) which may be suffered or
assumed by or obtained against Buyer by reason of any breach or
failure of any warranty or agreement herein made by Seller.

     (b)  Buyer shall not be liable to Seller 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 Buyer has had
reasonable notice and opportunity to adjust or correct such
matters.

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

     (d)  Buyer shall be responsible for obtaining clearances
and releases from all parties depicted in or in connection with
the Picture and shall fully indemnify the Writer with respect
to any claims, including reasonable attorney's fees, in
connection with the Picture.  When Errors and Omissions
Insurance is obtained for the Picture, the Writer will be
specifically covered under the policy.

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

9.   COPYRIGHT:  Regarding the copyright in and to the
Property, Seller agrees that:

     (a)  Seller will prevent the Property and any
arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof, whether published or
unpublished and whether copyrighted or not copyrighted, from
vesting in the public domain, and will take or cause to be
taken any and all steps and proceedings required for copyright
or similar protection in any and all countries in which the
same may be published or offered for sale, insofar as such
countries now or hereafter provide for copyright or similar
protection.  Any contract or agreement entered into by Seller
authorizing or permitting the publication of the Property or
any arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof in any country will
contain appropriate provisions requiring such publisher to
comply with all the provisions of this clause.

     (b) Without limiting the generality of the foregoing, if
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof is published
in the United States or in any other country in which
registration is required for copyright or similar protection in
accordance with the laws and regulations of such country,
Seller agrees to affix or cause to be affixed to each copy of
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof which is
published or offered for sale such notice or notices as may be
required for copyright or similar protection in any country in
which such publication or sale occurs.

     (c)  At least 6 (six) months prior to the expiration of
any copyright required by this provision for the protection of
the Property, Seller will renew (or cause to be renewed) such
copyright, as permitted by applicable law, and any and all
rights granted Buyer hereunder shall be deemed granted to Buyer
throughout the full period of such renewed copyright, without
the payment of any additional consideration, it being agreed
that the consideration payable to Seller under this agreement
shall be deemed to include full consideration for the grant of
such rights to Buyer throughout the period of such renewed
copyright.

     (d)  If the Property, or any arrangement, revision,
translation, novelization, dramatization or new version
thereof, shall ever enter the public domain, then nothing
contained in this agreement shall impair any rights or
privileges that the Buyer might be entitled to as a member of
the public; thus, the Buyer may exercise any and all such
rights and privileges as though this agreement were not in
existence.  The rights granted herein by Seller to Buyer, and
the representations, warranties, undertakings and agreements
made hereunder by Seller shall endure in perpetuity and shall
be in addition to any rights, licenses, privileges or property
of Buyer referred to in this subclause (d).

10.  CREDIT OBLIGATIONS:     Buyer shall have the right to
publish, advertise, announce and use, in any manner or medium,
the name, biography and photographs or likenesses of Seller in
connection with any exercise by Buyer of its rights hereunder,
provided such use shall not constitute an endorsement of any
product or service.

     During the term of the Writer's Guild of America Minimum
Basic Agreement ("WGA Agreement"), as it may be amended, the
credit provisions of the WGA Agreement shall govern the
determination of credits, if any, which the Buyer shall accord
the Seller hereunder in connection with photoplays.

     Subject to the foregoing, Seller shall be accorded the
following credit on a single card on screen and in paid ads
controlled by Buyer and in which any producer and/or director
is accorded credit, and in size of type (as to height, width,
thickness and boldness) equal to the largest size of type in
which any producer and/or director is accorded credit:

     "Written by A.J. Leydton and Frank Stewart".

     Additionally, if Buyer shall exploit any other rights in
and to the Property, then Buyer agrees to give appropriate
source material credit 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 Buyer.  Seller 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 Seller thereby is not irreparable or sufficient to
entitle Seller to injunctive or other equitable relief.
Consequently, Seller's rights and remedies in the event of such
breach shall be limited to the right to recover damages in an
action at law.  Buyer agrees to provide in its contracts with
distributors of the Picture that such distributors shall honor
Buyer's contractual credit commitments and agrees to inform
such distributors of the credit provisions herein.

11.  RIGHT OF FIRST NEGOTIATION:     The term "Right of First
Negotiation" means that if, after the expiration of an
applicable time limitation, Seller desires to dispose of or
exercise a particular right reserved to Seller herein
("Reserved Right"), whether directly or Indirectly, then Seller
shall notify Buyer in writing and immediately negotiate with
Buyer regarding such Reserved Right.  If, after the expiration
of 15 (fifteen) days following the receipt of such notice, no
agreement has been reached, then Seller may negotiate with
third parties regarding such Reserved Right subject to Clause
12 infra.

12.  RIGHT OF LAST REFUSAL:     The term "Right of Last
Refusal" means that if Buyer and Seller fail to reach an
agreement pursuant to Buyer's right of first negotiation, and
Seller makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any
interest therein ("Third Party Offer"), and if the proposed
purchase price and other material terms of a Third Party Offer
are no more favorable to Seller than the terms which were
acceptable to Buyer during the first negotiation period, Seller
shall notify Buyer, by registered mail or telegram, if Seller
proposes to accept such Third Party Offer, the name of the
offeror, the proposed purchase price, and other terms of such
Third Party Offer.   During the period of 15 (fifteen) days
after Buyer's receipt of such notice, Buyer shall have the
exclusive option to license, lease and/or purchase, as the case
may be, the particular Reserved Right or interest referred to
in such Third Party Offer, at the same purchase price and upon
the same terms and conditions as set forth in such notice.  If
Buyer elects to exercise thereof by registered mail or telegram
within such 15 (fifteen) day period, failing which Seller shall
be free to accept such Third Party Offer; provided that if any
such proposed license, lease and/or sale is not consummated
with a third party within 30 (thirty) days following the
expiration of the aforesaid 15 (fifteen) day period, Buyer's
Right of last refusal shall revive and shall apply to each and
every further offer or offers at any time received by Seller
relating to the particular Reserved Right or any interest
therein; provided, further, that Buyer's option shall continue
in full force and effect, upon all of the terms and conditions
of this paragraph, so long as Seller retains any rights, title
or interests in or to the particular Reserved Right, Buyer's
Right of Last Refusal shall inure to the benefit of Buyer, its
successors and assigns, and shall bind Seller and Seller's
heirs, successors and assigns.

13.  NO OBLIGATION TO PRODUCE:     Nothing herein shall be
construed to obligate Buyer to produce, distribute, release,
perform or exhibit any motion picture, television, theatrical
or other production based upon, adapted from or suggested by
the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or
property granted herein to Buyer.  Buyer is aware of the
limitation stated in clause 4, namely that all rights revert
back to the Seller if principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, and nothing in
this paragraph shall be construed to contravene that fact.

14.  ASSIGNMENT:     Buyer may freely assign and transfer this
agreement or all or any part of its rights hereunder to any
person, firm or corporation without limitation, and this
agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, representatives and
assigns forever.

15.  NO PUBLICITY:      Seller will not, without Buyer's prior
written consent in each instance, issue or authorize the
issuance or publication of any news story or publicity relating
to (i) this Agreement, (ii) the subject matter or terms hereof.

16.  AGENT COMMISSIONS:     Buyer shall not be liable for any
compensation or fee to any agent of Seller in connection with
this Agreement.

17.  ADDITIONAL DOCUMENTATION:     Seller agrees to execute and
procure any other and further instruments necessary to
transfer, convey, assign and copyright all rights in the
Property granted herein by Seller to Buyer in any country
throughout the world. If it shall be necessary under the laws
of any country that copyright registration be acquired in the
name of Seller, Buyer is hereby authorized by Seller to apply
for said copyright registration thereof; and, in such event,
Seller shall and does hereby assign and transfer the same unto
Buyer, subject to the rights in the Property reserved hereunder
by Seller.  Seller further agrees, upon request, to duty
execute, acknowledge, procure and deliver to Buyer such short
form assignments as may be requested by Buyer for the purpose
of copyright recordation in any country, or otherwise. If
Seller shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments
herein referred to, Buyer is hereby irrevocably granted the
power coupled with an interest to execute such assignments and
instruments in the name of Seller and as Seller's
attorney-in-fact.

18.  NOTICES:     All notices to Buyer under this agreement
shall be sent by United States registered mail, postage
prepaid, or by telegram addressed to Buyer at: Aquila
Communications, Inc., P.O. Box 14725, Austin TX 78757 and all
notices to Seller under this agreement shall be sent by United
States registered mail, postage prepaid, or by telegrams
addressed to Seller at A.J.Leydton, 7311 Van Nuys Blvd., Suite
2, Van Nuys, CA 91405.  The deposit of such notice in the
United States mail or the delivery of the telegram message to
the telegraph office shall constitute service thereof, and the
date of such deposit shall be defined to be the date of service
of such notice.

19.  ARBITRATION:      Any controversy or claim arising out of
or relating to this agreement or any breach thereof shall be
settled by arbitration in accordance with the Judicial
Arbitration and Mediation Services available in Los Angeles;
and judgment upon the award tendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.  The
prevailing party shall be entitled to reimbursement for costs
and reasonable attorney's fees.  The determination of the
arbitrator in such proceeding shall be final, binding and
non-appealable.

20.  MISCELLANEOUS:

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

     (b)  CUMULATIVE RIGHTS AND REMEDIES:  All rights,
remedies, licenses, undertakings, obligations, covenants,
privileges and other property granted herein shall be
cumulative, and Buyer may exercise or use any of them
separately or in conjunction with any one or more of the
others.

     (c)       WAIVER:  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.

     (d)  SEVERABILITY:  If any provision of this agreement as
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.

     (e)  GOVERNING LAW:  This agreement shall be construed in
accordance with the laws of the State of California applicable
to agreements which are executed and fully performed within
said State.

     (f)  CAPTIONS:  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.

     (g)  ENTIRE UNDERSTANDING:  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 and year first above written.

/s/ A.J. Leydton
A.J. Leydton ("Seller")

/s/ Frank Stewart
Frank Stewart ("Seller")

/s/ Ron Kinsey
for Aquila Communications, Inc. ("Buyer")



























  Exhibit 10.5

LITERARY PURCHASE AGREEMENT

     This agreement (the "Agreement") is made and entered into
on March 28, 1992, by and between A.J. Leydton and Frank
Stewart (collectively "Seller") and Aquila Communications, Inc.
a Texas Corporation ("Buyer") at Los Angeles, California.

RECITALS: Seller is the author of and sole owner of all rights
(the "Rights", as more specifically set forth hereinafter in
Clause 1) to the original literary material proffered by Seller
and currently entitled "System of Justice"("the Property");

     Buyer is in the business of producing motion pictures and
other forms of entertainment and desires, among other things,
to make, produce, adapt, copyright and exploit one or more
motion picture or television adaptations or versions based on
the Property.

     Subject to the mutual promises and representations made
herein, Seller hereby wishes to sell, grant, assign and convey
to Buyer specified Seller's Rights to the Property as more
particularly set forth at length in Clause below, and Buyer
wishes to acquire all of these specified Rights.

     NOW THEREFORE, in consideration of the mutual promises and
conditions contained herein, and for other good and valuable
consideration the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

1.   RIGHTS GRANTED:     Seller hereby sells, grants, conveys
and assigns to Buyer, its successors, licensees and assigns
exclusively and forever, the following Rights, and the right to
use, enjoy and exploit same throughout the Universe.  The
Rights as set forth herein shall include all motion picture
rights (including all silent, sound dialogue and musical motion
Picture rights), all television motion picture and other
television rights, with limited radio broadcasting rights and
7,500 word publication rights for advertisement, publicity and
exploitation purposes, and all incidental and allied rights,
throughout the Universe, in and to the Property and in and to
the copyright thereof and all renewals and extensions of
copyright.  The Rights specifically include the following sole
and exclusive rights:

     (a)  To make, produce, adapt and copyright a motion
picture adaptation or version plus one or more sequels, based
in whole or in part on the Property or any of the characters,
themes or plots contained therein, whether such adaptations or
versions are fixed on film, tape, disc, wire, audio-visual
cartridge, cassette or through any other technical process
whether now known or from now on devised or conceived, of every
size, gauge, color or type, including, but not limited to,
musical motion pictures and sequels to any motion picture
produced hereunder and motion pictures in series or serial
form, and for such purposes to record and reproduce and license
others to record and reproduce, in synchronization with such
motion pictures, spoken words taken from or based upon the text
or theme of the Property and any kinds of music, musical
accompaniments and/or lyrics to be performed or sung by the
performers in any such motion picture and any other kinds of
sound and sound effects.

     (b)  To exhibit, perform, rent, lease and generally deal
in and with any motion picture produced hereunder:

(i)  by all means or technical processes whatsoever, whether
now known or from now on devised or conceived, including, by
way of example only, film, tape, disc, wire, audio-visual
cartridge, cassette, digital or other electronic device, or
television (including commercially sponsored, sustaining and
subscription or pay-per-view television, or any derivative of
it and any form or format thereof including so-called "high
definition" TV); and

(ii) anywhere whatsoever, including homes, theaters and
elsewhere, and whether a fee is charged, directly or
indirectly, for viewing any such motion picture or program.

     (c)  To broadcast, transmit or reproduce the Property or
any adaptation or version of it (including without limitations
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 film 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 Buyer hereunder for motion picture purposes.

     (d)  Without limiting any other Rights granted Buyer, to
broadcast and/or transmit by television or radio or any process
analogous thereto whether now known or from now on devised or
conceived, all or any part of the Property or any adaptation or
version of it including any motion picture or any other version
or versions of it, and announcements about said motion picture
or other version or versions, for advertising, publicizing or
exploiting such motion picture or other version or versions,
which broadcasts or transmissions may be accomplished with
living or "virtual" actors performing simultaneously with such
broadcast or transmission or by any other method or means
including the use of motion pictures (including trailers)
reproduced on film or by means of magnetic tape or wire or
through other recordings, transcriptions, digital or electronic
devices or media.

     (e)  To publish and copyright or cause to be published and
copyrighted in the name of Buyer or its nominee in any and all
languages throughout the world, in any form or media, synopses,
novelizations, serializations, dramatizations, abridged and/or
revised versions of the Property, not exceeding 7,500 words
each, adapted from the Property or from any motion picture
and/or other version of the Property for advertising,
publicizing and/or exploiting any such motion picture and/or
other version.

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

     (g)  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/or its motion picture or other
versions and/or the title or titles of it and/or the characters
of it and/or their names or characteristics.

     (h)  All merchandising rights.   "Merchandising" shall
include toys, games of any kind including video games, puzzles,
apparel, lunch boxes and any other merchandise using elements
licensed under rights in the Property

     All rights, licenses, privileges and property herein
granted Buyer shall be cumulative and Buyer may exercise or use
any or all said rights, licenses, privileges or property
simultaneously with or in connection with or separately and
apart from the exercise of any other of said rights, licenses,
privileges and property.  If Seller from now on makes or
publishes or permits to be made or published any revision,
adaptation, translation or dramatization or other versions of
the Property, then Buyer shall have and Seller hereby grants to
Buyer without payment therefore all of the same rights therein
as are herein granted Buyer, subject to the limitation of the
Reserved Rights listed in clause 2.  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 and/or transmission of any kind
of motion picture productions.

2.   RIGHT TO CHANGES: Buyer shall have the right to edit and
alter the Property as Buyer sees fit.

3.   DURATION AND EXTENT OF RIGHTS GRANTED:   Subject to the
Minimum Purchase Price payment obligation, and to the
turnaround rights of Seller all as hereinafter set forth, Buyer
shall enjoy, solely and exclusively, all the rights, licenses,
privileges and property granted hereunder throughout the
Universe, in perpetuity, as long as any rights in the Property
are recognized in law or equity, except as far as such period
of perpetuity may be shortened due to any law or legal
precedent affecting the now existing or future copyright by
Seller of the Property and/or any adaptations of it, in which
case Buyer shall enjoy its sole and exclusive rights, licenses,
privileges and property hereunder to the fullest extent
permissible under and for the full duration of such copyright
or copyrights, whether common law or statutory, and any
renewals and/or extensions of it, and shall after that enjoy
all such rights, licenses, privileges and property
non-exclusively in perpetuity throughout the world.  The rights
granted herein are in addition to and shall not be construed in
derogation of any rights which Buyer may have as a member of
the public or pursuant to any other agreement.  All rights,
licenses, privileges and property granted herein to Buyer are
irrevocable and not subject to rescission, restraint or
injunction under any circumstances.

4.   REVERSION RIGHTS:   All rights granted revert back to
Seller if principle photography for a motion picture based upon
the Property has not commenced within 5 (five) years of the
signing of this agreement.

5.   SELLER'S COMPENSATION:   As consideration for all rights
granted and assigned to Buyer and for Seller's representations
and warranties, Buyer agrees to pay to Seller, and Seller
agrees to accept, the applicable payments as set forth below.

     (a)  A total payment of $100,000, receipt of which is
hereby acknowledged.  If principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, all rights
revert back to Seller, and no further compensation shall be due
from or to either party.

     (b)  For any subsequent mini-series, $10,000 per hour,
pro-rated for part hours, or the then-applicable WGA minimum,
whichever is greater.

     (c)  For any sequel of a theatrical or television motion
picture based on the Property, one-half and one-third,
respectively, of the amount paid for the initial motion
picture, or the or WGA minimum, whichever is greater.  The
writer is to be entitled to first refusal for writing first
draft, second draft and polish on all sequels and pilot TV
episodes, with compensation at no less that WGA minimum rates.

     (d)      For any television series produced, based on the
Property, Buyer will pay as royalties per initial production
upon completion of production of each program the
then-applicable WGA minimum.  In addition to the foregoing, as
a buy-out of all royalty obligations, one hundred percent
(100%) of the applicable initial royalty amount, in equal
installments over five (5) reruns, payable within thirty (30)
days after each such rerun.

6.   SELLER'S REPRESENTATIONS AND WARRANTIES:

     Seller expressly recognizes that Buyer relies upon the
representations and warranties hereinafter, and that Seller is
obligated by them:

     (a)  OWNERSHIP:     Seller represents and warrants to
Buyer that Seller is the author and sole owner of all Rights to
the original literary material written by Seller and currently
entitled "System of Justice".

     (b)  FACTS:     Seller represents and warrants to Buyer
that the following statements are true and correct in all
respects with respect to said Property:

     (i)  Seller is the sole author of the Property.

     (ii) The Property was registered for copyright in the name
of Frank Stewart under copyright registration number PAu
1-329-580 in the Office of the United States Register of
Copyrights, Washington, D.C.

     (iii)     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; and no written or oral agreements or commitments at
all with respect to the Property or with respect to any right
therein, have previously been made or entered into by or on
behalf of Seller (except with respect to the publication of the
Property as set forth above).

     (c)  NO INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS:
  The Property is wholly original with Seller and Seller has
not adapted the Property from any other literary, dramatic or
other material of any kind, nature or description, nor,
excepting for material which is in the public domain, has
Seller copied or used in the Property the plot, scenes,
sequence or story of any other literary, dramatic or other
material; that the Property does not infringe upon any common
law or statutory rights in any other literary, dramatic or
other material; that to the best of Seller's knowledge, no
material in the Property is libelous or violative of the right
of privacy of any person and the full use of the rights in the
Property which are covered by the within option would not
violate any rights of any person, firm or corporation; and that
the Property is not in the public domain in any country in the
world where copyright protection is available.

     (d)  NO IMPAIRMENT OF RIGHTS:     Seller represents and
warrants to Buyer that Seller is the exclusive proprietor,
throughout the world, of the rights in the Property which are
covered by the within option; that Seller has not assigned,
licensed nor in any manner encumbered, diminished or impaired
these rights; that Seller has not committed nor omitted to
perform any act by which these rights could or will be
encumbered, diminished or impaired; and that there is no
outstanding claim or litigation pending against or involving
the title, ownership and/or copyright in the Literary Property,
or in any part of it, or in the rights which are covered by the
within option.  Seller further represents and warrants that no
attempt hereafter will be made to encumber, diminish or impair
any of the rights herein granted and that all appropriate
protections of such rights will continue to be maintained by
Seller.

     Without limiting any other rights Buyer may have in the
premises, Seller agrees that if there is any claim and/or
litigation involving any breach or alleged breach of any such
representations and warranties of Seller, the period before
which Buyer must commence principal photography to avoid losing
its rights in the Property (i.e., 3/28/1997)  shall
automatically be extended until no claim and/or litigation
involving any breach or alleged breach of any such
representation and warranties of seller is outstanding, but in
any event for a period not more than one (1) additional year.
Any time after the occurrence of such a claim and/or litigation
until the expiration of the option period, as extended, Buyer
may, besides any other rights and remedies Buyer may have,
rescind this agreement and in such event, despite anything else
to the contrary contained herein, Seller agrees to repay Buyer
any monies paid by Buyer to Seller hereunder concerning the
Property.  Without limiting the generality of the foregoing,
Seller agrees that Seller will not, any time during the option
period, exercise or authorize or permit the exercise by others
of any of the rights covered by the option or any of the rights
reserved by Seller under the provisions of Exhibit A which are
not to be exercised or licensed to others during any period
therein specified.

7.   INDEMNIFICATION:

     (a)  Seller agrees to indemnify Buyer against all
judgments, liability, damages, penalties, losses and expense
(including reasonable attorneys' fees) which may be suffered or
assumed by or obtained against Buyer by reason of any breach or
failure of any warranty or agreement herein made by Seller.

     (b)  Buyer shall not be liable to Seller 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 Buyer has had
reasonable notice and opportunity to adjust or correct such
matters.

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

     (d)  Buyer shall be responsible for obtaining clearances
and releases from all parties depicted in or in connection with
the Picture and shall fully indemnify the Writer with respect
to any claims, including reasonable attorney's fees, in
connection with the Picture.  When Errors and Omissions
Insurance is obtained for the Picture, the Writer will be
specifically covered under the policy.

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

9.   COPYRIGHT:  Regarding the copyright in and to the
Property, Seller agrees that:

     (a)  Seller will prevent the Property and any
arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof, whether published or
unpublished and whether copyrighted or not copyrighted, from
vesting in the public domain, and will take or cause to be
taken any and all steps and proceedings required for copyright
or similar protection in any and all countries in which the
same may be published or offered for sale, insofar as such
countries now or hereafter provide for copyright or similar
protection.  Any contract or agreement entered into by Seller
authorizing or permitting the publication of the Property or
any arrangements, revisions, translations, novelizations,
dramatizations or new versions thereof in any country will
contain appropriate provisions requiring such publisher to
comply with all the provisions of this clause.

     (b) Without limiting the generality of the foregoing, if
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof is published
in the United States or in any other country in which
registration is required for copyright or similar protection in
accordance with the laws and regulations of such country,
Seller agrees to affix or cause to be affixed to each copy of
the Property or any arrangement, revision, translation,
novelization, dramatization or new version thereof which is
published or offered for sale such notice or notices as may be
required for copyright or similar protection in any country in
which such publication or sale occurs.

     (c)  At least 6 (six) months prior to the expiration of
any copyright required by this provision for the protection of
the Property, Seller will renew (or cause to be renewed) such
copyright, as permitted by applicable law, and any and all
rights granted Buyer hereunder shall be deemed granted to Buyer
throughout the full period of such renewed copyright, without
the payment of any additional consideration, it being agreed
that the consideration payable to Seller under this agreement
shall be deemed to include full consideration for the grant of
such rights to Buyer throughout the period of such renewed
copyright.

     (d)  If the Property, or any arrangement, revision,
translation, novelization, dramatization or new version
thereof, shall ever enter the public domain, then nothing
contained in this agreement shall impair any rights or
privileges that the Buyer might be entitled to as a member of
the public; thus, the Buyer may exercise any and all such
rights and privileges as though this agreement were not in
existence.  The rights granted herein by Seller to Buyer, and
the representations, warranties, undertakings and agreements
made hereunder by Seller shall endure in perpetuity and shall
be in addition to any rights, licenses, privileges or property
of Buyer referred to in this subclause (d).

10.  CREDIT OBLIGATIONS:     Buyer shall have the right to
publish, advertise, announce and use, in any manner or medium,
the name, biography and photographs or likenesses of Seller in
connection with any exercise by Buyer of its rights hereunder,
provided such use shall not constitute an endorsement of any
product or service.

     During the term of the Writer's Guild of America Minimum
Basic Agreement ("WGA Agreement"), as it may be amended, the
credit provisions of the WGA Agreement shall govern the
determination of credits, if any, which the Buyer shall accord
the Seller hereunder in connection with photoplays.

     Subject to the foregoing, Seller shall be accorded the
following credit on a single card on screen and in paid ads
controlled by Buyer and in which any producer and/or director
is accorded credit, and in size of type (as to height, width,
thickness and boldness) equal to the largest size of type in
which any producer and/or director is accorded credit:

     "Written by A.J. Leydton and Frank Stewart".

     Additionally, if Buyer shall exploit any other rights in
and to the Property, then Buyer agrees to give appropriate
source material credit 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 Buyer.  Seller 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 Seller thereby is not irreparable or sufficient to
entitle Seller to injunctive or other equitable relief.
Consequently, Seller's rights and remedies in the event of such
breach shall be limited to the right to recover damages in an
action at law.  Buyer agrees to provide in its contracts with
distributors of the Picture that such distributors shall honor
Buyer's contractual credit commitments and agrees to inform
such distributors of the credit provisions herein.

11.  RIGHT OF FIRST NEGOTIATION:     The term "Right of First
Negotiation" means that if, after the expiration of an
applicable time limitation, Seller desires to dispose of or
exercise a particular right reserved to Seller herein
("Reserved Right"), whether directly or Indirectly, then Seller
shall notify Buyer in writing and immediately negotiate with
Buyer regarding such Reserved Right.  If, after the expiration
of 15 (fifteen) days following the receipt of such notice, no
agreement has been reached, then Seller may negotiate with
third parties regarding such Reserved Right subject to Clause
12 infra.

12.  RIGHT OF LAST REFUSAL:     The term "Right of Last
Refusal" means that if Buyer and Seller fail to reach an
agreement pursuant to Buyer's right of first negotiation, and
Seller makes and/or receives any bona fide offer to license,
lease and/or purchase the particular Reserved Right or any
interest therein ("Third Party Offer"), and if the proposed
purchase price and other material terms of a Third Party Offer
are no more favorable to Seller than the terms which were
acceptable to Buyer during the first negotiation period, Seller
shall notify Buyer, by registered mail or telegram, if Seller
proposes to accept such Third Party Offer, the name of the
offeror, the proposed purchase price, and other terms of such
Third Party Offer.   During the period of 15 (fifteen) days
after Buyer's receipt of such notice, Buyer shall have the
exclusive option to license, lease and/or purchase, as the case
may be, the particular Reserved Right or interest referred to
in such Third Party Offer, at the same purchase price and upon
the same terms and conditions as set forth in such notice.  If
Buyer elects to exercise thereof by registered mail or telegram
within such 15 (fifteen) day period, failing which Seller shall
be free to accept such Third Party Offer; provided that if any
such proposed license, lease and/or sale is not consummated
with a third party within 30 (thirty) days following the
expiration of the aforesaid 15 (fifteen) day period, Buyer's
Right of last refusal shall revive and shall apply to each and
every further offer or offers at any time received by Seller
relating to the particular Reserved Right or any interest
therein; provided, further, that Buyer's option shall continue
in full force and effect, upon all of the terms and conditions
of this paragraph, so long as Seller retains any rights, title
or interests in or to the particular Reserved Right, Buyer's
Right of Last Refusal shall inure to the benefit of Buyer, its
successors and assigns, and shall bind Seller and Seller's
heirs, successors and assigns.

13.  NO OBLIGATION TO PRODUCE:     Nothing herein shall be
construed to obligate Buyer to produce, distribute, release,
perform or exhibit any motion picture, television, theatrical
or other production based upon, adapted from or suggested by
the Property, in whole or in part, or otherwise to exercise,
exploit or make any use of any rights, licenses, privileges or
property granted herein to Buyer.  Buyer is aware of the
limitation stated in clause 4, namely that all rights revert
back to the Seller if principle photography for a motion
picture based upon the Property has not commenced within 5
(five) years of the signing of this agreement, and nothing in
this paragraph shall be construed to contravene that fact.

14.   ASSIGNMENT:     Buyer may freely assign and transfer this
agreement or all or any part of its rights hereunder to any
person, firm or corporation without limitation, and this
agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, representatives and
assigns forever.

15.  NO PUBLICITY:      Seller will not, without Buyer's prior
written consent in each instance, issue or authorize the
issuance or publication of any news story or publicity relating
to (i) this Agreement, (ii) the subject matter or terms hereof.

16.  AGENT COMMISSIONS:     Buyer shall not be liable for any
compensation or fee to any agent of Seller in connection with
this Agreement.

17.  ADDITIONAL DOCUMENTATION:     Seller agrees to execute and
procure any other and further instruments necessary to
transfer, convey, assign and copyright all rights in the
Property granted herein by Seller to Buyer in any country
throughout the world. If it shall be necessary under the laws
of any country that copyright registration be acquired in the
name of Seller, Buyer is hereby authorized by Seller to apply
for said copyright registration thereof; and, in such event,
Seller shall and does hereby assign and transfer the same unto
Buyer, subject to the rights in the Property reserved hereunder
by Seller.  Seller further agrees, upon request, to duty
execute, acknowledge, procure and deliver to Buyer such short
form assignments as may be requested by Buyer for the purpose
of copyright recordation in any country, or otherwise. If
Seller shall fail to so execute and deliver, or cause to be
executed and delivered, the assignments or other instruments
herein referred to, Buyer is hereby irrevocably granted the
power coupled with an interest to execute such assignments and
instruments in the name of Seller and as Seller's
attorney-in-fact.

18.  NOTICES:     All notices to Buyer under this agreement
shall be sent by United States registered mail, postage
prepaid, or by telegram addressed to Buyer at: Aquila
Communications, Inc., P.O. Box 14725, Austin TX 78757 and all
notices to Seller under this agreement shall be sent by United
States registered mail, postage prepaid, or by telegrams
addressed to Seller at A.J.Leydton, 7311 Van Nuys Blvd., Suite
2, Van Nuys, CA 91405.  The deposit of such notice in the
United States mail or the delivery of the telegram message to
the telegraph office shall constitute service thereof, and the
date of such deposit shall be defined to be the date of service
of such notice.

19.  ARBITRATION:      Any controversy or claim arising out of
or relating to this agreement or any breach thereof shall be
settled by arbitration in accordance with the Judicial
Arbitration and Mediation Services available in Los Angeles;
and judgment upon the award tendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.  The
prevailing party shall be entitled to reimbursement for costs
and reasonable attorney's fees.  The determination of the
arbitrator in such proceeding shall be final, binding and
non-appealable.

20.  MISCELLANEOUS:

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

     (b)  CUMULATIVE RIGHTS AND REMEDIES:  All rights,
remedies, licenses, undertakings, obligations, covenants,
privileges and other property granted herein shall be
cumulative, and Buyer may exercise or use any of them
separately or in conjunction with any one or more of the
others.

     (c)       WAIVER:  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.

     (d)  SEVERABILITY:  If any provision of this agreement as
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.

     (e)  GOVERNING LAW:  This agreement shall be construed in
accordance with the laws of the State of California applicable
to agreements which are executed and fully performed within
said State.

     (f)  CAPTIONS:  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.

     (g)  ENTIRE UNDERSTANDING:  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 and year first above written.

/s/ A.J. Leydton
A.J. Leydton ("Seller")
/s/ Frank Stewart
Frank Stewart ("Seller")
/s/ Ron Kinsey
for Aquila Communications, Inc. ("Buyer")


<page>
Exhibit 10.6   Affirmation of Reversion of Rights

March 29, 2002

Mr. Neil Spangler
C/o Gaytan Kallman & Co.
125 S. Barrington Place
Los Angeles, CA   90049

Re: A. J. Leydton and Frank Stewart

Dear Mr. Spangler,

          A. J. Leydton and Frank Stewart have referred your
inquiry for my reply.

          On or about March of 1992, Aquila Communications,
Inc. purchased from A. J. Leydton and Frank Stewart,
collectively, the rights to their original screenplays System
Of Justice, Duster, Deadly Innocence and King Of Diamonds.  We
paid to Leydton and Stewart $100,000 for each screenplay.

          The contract contained a revision clause which stated
that if we didn't start principal photography on any of these
projects within five years of the contract date, the rights to
that screenplay would revert to the writers.

          Aquila Communications discontinued operations in the
Fall of 1996 without ever having started production on any of
these projects.

          The records of Aquila are not easily available.

          Please feel free to contact me if you have any
questions.

          Sincerely,

          /s/ Ronald Kinsey
          Ronald E. Kinsey












Exhibit 10.7

     EMPLOYMENT CONTRACT

     This employment contract is entered into this 15th day of
November, 2001, between David Nagy and Tamarak, Inc., a Nevada
corporation qualified to do business in the state of California
as Tamarak Studios.

RESPONSIBILITIES

     David Nagy is to serve as General Counsel and Compliance
Officer of Tamarak, Inc., with such additional responsibilities
as may be determined.  David Nagy is an attorney licensed in
California, but not in Nevada.

COMPENSATION

     David Nagy is to be paid an annual salary of $100,000,
plus such fringe benefits as shall subsequently be determined.
If Tamarak, Inc., elects to terminate this agreement, David
Nagy will be given severance pay equal to one month's salary
for every year worked, rounded up to the nearest full year.

EFFECTIVE DATE

     This agreement shall take effect when Tamarak, Inc. has
raised a minimum of $10,000,000 (ten million) through IPO or
other means.


Signed at Los Angeles, California.


/s/ David Nagy                     /s/ A.J. Leydton
David Nagy                              A.J. Leydton
                                   President and Chairman,
                                             Tamarak, Inc.


<page>
Exhibit 10.8 Employment Agreement with A.J. Leydton

     EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of October 1, 2000  by and TAMARAK, INC, a Nevada
corporation (the "Company") whose California address is 7311
Van Nuys Blvd., Suite 2, Van Nuys, California 91405, and A. J.
LEYDTON, an individual presently residing at 7358 Vista Del
Monte, Apartment 5, Van Nuys, California 91405 (the
"Executive").
WITNESSETH:

WHEREAS, the Company desires to retain the services of the
Executive, and the Executive desires to be employed by the
Company, pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the Company and the
Executive, intending to be legally bound, hereby agree as
follows:

1.        Employment.  The Company hereby agrees to employ the
Executive as a member of its senior management at its executive
offices located in Los Angeles, or at such location as the
Company may designate and the Executive accepts such employment
and agrees to perform the duties and services specified herein,
subject always to such resolutions as are established from time
to time by the Board of Directors of the Company (Board) for
the period and upon the other terms and conditions set forth in
this Agreement.

2.        Term.

2.1.      The term of the Executive's employment hereunder
shall be for the period commencing on October 1, 2000 and
ending on September 30, 2003 (the "Term"), unless the parties
agree to extend such employment.  The Term is subject to
earlier termination as hereinafter specified.

2.2.      Unless an amendment to this Agreement to extend the
Term is executed before the end of the Term, any employment
following expiration of the Term shall be deemed strictly "at
will", although the provisions of this Agreement (exclusive of
Section 5.1 and Section 9) shall continue to apply to the
parties.  During such "at will" employment, the Executive may
resign from the Company at any time following three (3) months
prior written notice to the Company and provided the Executive
agrees to cooperate with the Company and provide reasonable
assistance in the appointment and training of a successor
during such three (3) month period.

3.0  Position and Duties.

3.1  Service with the Company.  During the Term, the Executive
Agrees to provide his substantially full business time and
attention to the business of the Company and to perform such
executive employment duties as set forth in Exhibit A attached
hereto and as the Board shall assign to him from time to time.

3.2  No Conflicting Duties. During the Term, the services of
the Executive shall be provided exclusively to the Company and
the Executive shall not serve as an officer, director,
employee, consultant or advisor to any business other than the
Company without the prior written consent of the board.  The
Executive hereby confirms that he is under no contractual
commitments which are inconsistent with his obligations set
forth in this Agreement and agrees that during the Term he will
not render or perform services, or enter into any contract to
do so, for any other corporation, firm, entity or person which
are inconsistent with the provisions of this Agreement.

3.3  Right to Insure.  The Company shall have the right to
secure, in its own name or otherwise and at its own expense,
life, health, accident or other insurance covering or otherwise
insuring the Executive, and the Executive shall have no right,
title or interest in or to any such insurance or any of the
proceeds or benefits thereof.  The Executive shall fully assist
and cooperate with the Company in procuring any such insurance,
including without limitation by submitting to such
examinations, and by signing such applications and other
instruments, as may reasonably be required by any insurance
carrier to which application is made by the Company for any
such insurance.

4.0  Compensation.

4.1  Base Salary.  As compensation for all services to be
rendered by the Executive under this Agreement, the Company
shall pay to the Executive a base annual salary of Three
hundred and fifty thousand dollars ($350,000.00)for the year
October 1, 2000 to September 30, 2001 ("First Employment
Period"), Four hundred thousand dollars ($400,000.00) for the
year October 1, 2001 to September 30, 2002 ("Second Employment
Period") and Four hundred and fifty thousand dollars
($450,000.00)for the year October 1, 2002 to September 30, 2003
("Third Employment Period"), such salary to be paid on a
regular basis in accordance with the Company's normal payroll
procedures and policies; except that all salaries shall accrue
and shall be paid at such time as the Company is fully funded.

4.2  Participation in Benefit Plans; Perquisites.  The
Executive shall be included, to the extent eligible thereunder,
in any and all health, dental or vision plans of the Company or
other insurance plans providing general benefits for the
Company's employees of equal or lesser stature, as adopted from
time to time by the Company.  If the Executive proves to be
uninsurable under any health plan of the Company, the Company
will reimburse the Executive for premiums payable under any
health policy of the Executive's choice, provided, however,
that the amount of such reimbursement shall not exceed the
standard premium payable by the Company for a period of the
Executive's age and gender under the Company's regular health
policy.  The Executive's participation in any such plan or
program shall be subject to the provisions, rules and
regulations applicable thereto.

4.3  Business Expenses.  In accordance with the Company's
policies established from time to time, the Company will pay or
reimburse the Executive for all reasonable and necessary
out-of-pocket expenses, professional dues and, previously
approved travel expenses.

4.4  Business Equipment.  The Company will provide the
Executive with a laptop computer and cellular phone during his
employment with the Company.  The Company will pay for the
monthly cell phone access fee (together with all additional
business related charges) and an internet access fee (such fees
to be reasonable in light of the anticipated cell phone use and
internet access required by the Executive for business
purposes).

4.5  Parking.  The Executive will be provided with a reserved
parking space in the Company's building.

4.6  Vacation.  The Executive will be entitled to three (3)
weeks paid vacation each calendar year during the Term, said
three (3) week period not to include any days during which the
Company is closed for business.  No more than one week unused
vacation (on a cumulative basis) may be carried over from
calendar year to calendar year.

4.7  Discretionary Days. The Executive shall be entitled to ten
(10) paid Discretionary Days each calendar year.  Discretionary
Days may be used as sick leave or for other personal reasons at
the discretion of the Executive.  Unused Discretionary Days
shall not be carried over from calendar year to calendar year.

4.8  Compensation upon the Termination of the Executive's
Employment with the Company.

     4.8.1     Termination Due to Death. In the event the
Executive's employment is terminated pursuant to Section 9.1,
the Executive's beneficiary or a beneficiary designated by the
Executive in writing to the Company, or in the absence of such
beneficiary, the Executive's estate, shall be entitled to
receive the Executive's then current annual base salary which
has accrued (but remains unpaid) through the date of
termination.  In addition, the Company shall also be obligated
to pay the Executive's beneficiary or estate, as appropriate,
for accrued (but unused) vacation and/or sick leave through the
date of termination.

     4.8.2     Taxes.  All payments required to be made by the
Company to the Executive pursuant to Section 5 shall be paid in
the manner and at the time specified in Section 4.1 hereof and
shall be subject to all applicable tax withholdings.


5.0  Confidential Information.  Except as permitted or directed
by the Board, Executive shall not during the Term or at any
time thereafter divulge, furnish, disclose or make accessible
(other than in the ordinary course of the business of the
Company) to anyone for use in any way, or use for the benefit
of any person or entity other than the Company or its
affiliates, any confidential or secret knowledge or information
of the Company which the Executive has acquired or become
acquainted with or will acquire or become acquainted with prior
to the termination of the period of his employment by the
Company (including employment by the Company prior to the date
of this Agreement), whether developed by himself or by others,
concerning any trade secrets, confidential or secret
information regarding plans, projects or possible transactions
directly or indirectly useful in any aspect of the business of
the Company, any confidential client information of the
Company, or any other confidential, secret or nonpublic aspects
of the business of the Company.  The Executive acknowledges
that the above-described knowledge or information constitutes a
unique and valuable asset of the Company acquired at great time
and expense by the Company, and that any disclosure or other
use of such knowledge or information other than for the sole
benefit of the Company would be wrongful and would cause
irreparable harm to the Company.  The foregoing obligations of
confidentiality, however, shall not apply to any knowledge or
information which is now published or which subsequently
becomes generally publicly known, other than as a direct or
indirect result of the breach of this Agreement by the
Executive.

          Nothing in this Agreement shall prevent the Executive
from disclosing such information to the extent such disclosure
is required by law or any order of a court or government
authority with jurisdiction; provided, however, that in the
event the Executive becomes legally compelled to disclose any
such information, then prior to making such required disclosure
he shall, if possible, provide the Company with prompt written
notice thereof so that the Company may seek a protective order
or other appropriate remedy prior to any such disclosure; and
provided, further, that in the event such protective order or
other remedy is not obtained the Executive shall furnish only
that information which is legally required and will exercise
reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded such information.

6.0  Non-Competition; Solicitation of Clients and Solicitation
of Employees.

6.1  Non-Competition.

(a)  The Executive agrees that, during the Term and for a
period of one year after the Executive is providing services to
the Company, he shall not, directly or indirectly, engage in
competition with the Company anywhere in the world (the
"Territory") in any manner or capacity within the digital media
development and distribution business, it being recognized that
the Company's business is international in scope.  The
foregoing period is referred to as the "Restricted Period."

(b)  Ownership by the Executive, as a passive investment, of
less than 1% of the outstanding shares of capital stock of any
corporation listed on a national securities exchange or
publicly traded in the over-the-counter market shall not
constitute a breach of this Section 7.

(c)  The Executive further agrees that, during the Restricted
Period, he will not, directly or indirectly, assist or
encourage any other person in carrying out, directly or
indirectly, any activity that would be prohibited by the above
provisions of this Section 7 if such activity were carried out
by the Executive, either directly or indirectly, and the
Executive agrees that he will not, directly or indirectly,
induce any employee of the Company to carry out, directly or
indirectly, any such activity.

6.2  Agreement Not to Solicit Clients. The Executive agrees
that during the Restricted Period and for the two years
thereafter he will not, either directly or indirectly, on his
own behalf or in the service or on behalf of others, solicit,
divert or appropriate, or attempt to solicit, divert or
appropriate any business competitive with the Company's
business, including any person or entity (including those
seeking to enter into agreements) who, at any time within
twelve (12) months prior to the date of termination of the
Executive's employment, was a party to a contract with the
Company or with whom the Company has had significant business
dealings or contacts with respect thereto.

6.3  Agreement Not to Solicit Employees.  The Executive agrees
that during the Term and for the twenty-four (24) month period
following the termination or expiration of the Term, he will
not, either directly or indirectly, on his own behalf or in the
service or on behalf of others solicit, divert or hire away, or
attempt to solicit, divert or hire away any person then
employed by the Company or its affiliates in any executive,
managerial or talent liaison position.

7.0  Termination Prior to Expiration of the Term.

7.1  Death of Executive.  The Executive's employment shall
terminate immediately upon the death of the Executive.

7.2  Surrender of Records and Property.  Upon termination of
his employment with the Company, the Executive shall deliver
promptly to the Company all records, manuals, books, blank
forms, documents, letters, memoranda, notes, notebooks,
reports, data, tables, calculations or copies thereof, in any
format such items may be stored in (including, but not limited
to, paper, electronic formats, magnetic media or otherwise)
which are the property of the Company and which relate in any
way to the business, products, practices or techniques of the
Company, and all other property, trade secrets and confidential
information of the Company, including, but not limited to, all
documents which in whole or in part contain any trade secrets
or confidential information of the Company, which in any of
these cases are in his possession or under this control.

8.0  Assignment.  This Agreement shall not be assignable, in
whole or in part, by either party without the written consent
of the other party, except that the Company may, without the
consent of the Executive, assign its rights and obligations
under this Agreement to any corporation, firm or other business
entity (i) with or into which the Company may merge or
consolidate, or (ii) to which the Company may sell or transfer
all or substantially all of its assets or of which 50% or more
of the equity investment and of the voting control is owned,
directly or indirectly, by, or is under common ownership with,
the Company.  Upon such assignment by the Company, the Company
shall obtain the assignees' written agreement enforceable by
the Executive to assume and perform, from and after the date of
such assignment, the terms conditions, and provisions imposed
by this Agreement upon the Company.  After any such assignment
by the Company and such written agreement by the assignee, the
Company shall be discharged from all further liability
hereunder and such assignee shall thereafter be deemed to be
the Company for the purposes of all provisions of this
Agreement including this Section 9.

9.0  Injunctive Relief.  The Executive agrees that it would be
difficult to compensate the Company fully for damages for any
violation of the provisions of this Agreement, including
without limitation the provisions of Sections 7 and 8.
Accordingly, the Executive specifically agrees that the Company
shall be entitled to temporary and permanent injunctive relief
to enforce the provisions of this Agreement.  This provision
with respect to injunctive relief shall not, however, diminish
the right of the Company to claim and recover damages in
addition to injunctive relief.  The Executive acknowledges that
the services to be rendered by The Executive under this
Agreement, and the rights and privileges granted by The
Executive to the Company hereunder, are of a special, unique,
extraordinary and intellectual character which gives them a
peculiar and special value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at
law, and a breach by The Executive of any of the provisions
hereof will cause the Company great and irreparable injury.
The Executive acknowledges that the Company shall, therefore,
be entitled, in addition to any other remedies which it may
have under this Agreement or at law, to receive injunctive and
other equitable relief (including without limitation specific
performance) to enforce any of the rights and privileges of the
Company or any of the covenants or obligations of the Executive
hereunder.  Nothing contained herein, and no exercise by the
Company of any right or remedy, shall be construed as a waiver
by the Company of any other rights or remedies which the
Company may have.

10.0      Indemnification.  The Company shall indemnify The
Executive as provided in the Company's Operating Agreement in
effect at the commencement of this Agreement.  The scope of
indemnification to which The Executive is entitled shall not be
diminished, but may be further expanded by the Company, by
amendment of the Operating Agreement or otherwise.  The
Executive acknowledges that he has received a copy of the
Company's Operating Agreement in effect as at the date hereof.

11.0      Grant of Option.  Subject to the terms and conditions
set forth herein, the Company hereby grants to the Executive an
option to purchase (the "Option") all or any part of an
aggregate of 10,000,000 units of membership interests of the
Company ("Units"), (which, together with any securities issued
with respect to those Units by way of stock dividend, stock
split,  transfer, merger, consolidation, or other change in
capitalization, whether before or after the date of exercise of
the Option, are referred to as "Purchase Units"), at the
purchase price of $1.00 per unit ("Exercise Price").  This
Option is not intended to be an incentive stock option under
Section 422 of the Code.

11.1      Terms and Conditions. This Option is subject to the
following terms and conditions:

     (a)  Expiration Date.  This Option shall expire on
September 30, 2003 ("Expiration Date"). No part of this Option
may be exercised after that date.

     (b)  Exercise of Option by Executive.  The Purchase Units
shall be deemed "Nonvested Units" unless and until they have
become "Vested Units." All Purchase Units shall initially be
considered "Nonvested Units." On the first anniversary of the
date hereof (the "Grant Date"), if the Executive's employment
has not been terminated  all Purchase Units shall become
"Vested Units", Once the Option has become exercisable, it will
remain so until the Expiration Date subject to Section 14.1
hereof. A partial exercise of this Option shall not affect the
Executive's right to exercise this Option with respect to the
remaining units, subject to the conditions of this Agreement.

     (c)  Exercise of Option Following Termination.  Upon the
termination of the Executive's employment with the Company, the
Option shall terminate with respect to any Non-Vested Units.
Upon the termination of the Executive's employment with the
Company, the Executive may, until the earlier of (x) 30 days
from the date of such termination or (y) the expiration of the
Option in accordance with its terms, exercise the Option with
respect to all or any part of the Vested Units which the
Executive was entitled to purchase immediately prior to such
termination and, thereafter, the Option shall, to the extent
not previously exercised, automatically terminate and become
null and void; provided that:

          (i)  in the case of termination of the Executive's
employment with the Company due to death, the Executive's
estate (or any other person who acquired the Executive's right
to exercise such Option by bequest or inheritance or otherwise
by reason of the Executive's death) may, until the earlier of
(x) the 180th day after the date or death or (y) the expiration
of the Option in accordance with its terms, exercise the Option
with respect to all or any part of the Vested Units which the
Executive was entitled to purchase immediately prior to the
time his death;

          (ii) in case of termination of the Executive's
employment with the Company pursuant to Section 5.1, the
Executive or the Executive's legal representative may, until
the earlier of (x) the 180th day after the date the Executive's
employment was terminated or (y) the expiration of the Option
in accordance with its terms, exercise the Option with respect
to all or any part of the Vested Units which the Executive was
entitled to purchase immediately prior to the time of such
termination; and

          (iii)     in case of termination of the Executive's
employment with the Company (i) for Cause or (ii) as a result
of voluntary termination by the Executive without the consent
of the Company, then the Executive shall immediately forfeit
his rights under the Option except as to those Purchase Units
already purchased.

     11.2  Method of Exercising Option and Payment for Shares.
This Option, or any portion thereof, shall be exercised by
written notice delivered to the attention of the Company's
President at the Company's principal office. The exercise date
shall be (i) the date of postmark, in the case of notice by
mail, or (ii) the date of delivery, if delivered in person. The
exercise notice shall be accompanied by payment of the Exercise
Price in full and any required Tax Withholding (as defined in
Section 14.7 below).  Payment shall be made in cash, in the
form of currency or check or other cash equivalent acceptable
to the Company.

     11.3 Nontransferability.  The Option may not be
transferred except by will or by the laws of descent and
distribution. During the Executive's lifetime, the Option may
be exercised only by the Executive or the Executive's legal
representative in the event of the Executive's total
disability.

     11.4      Redemption of Purchase Units.  Upon the
Executive's separation from service with the Company or an
Affiliate, the Company shall have the option (but not the
obligation) to purchase any Purchase Units that have been
acquired upon exercise of the Option, and the Executive, his
estate, personal representative, or other person or entity who
acquires the Purchase Units by will or by the laws of descent
and distribution shall be required to sell such Purchase Units
to the Company. The redemption price for the Purchase Units
will be the Fair Market Value of the shares on the date of
redemption. For purpose of this Agreement, "Fair Market Value"
shall mean the last reported sales prices of the Units on the
NASDAQ National Market on the date as of which fair market
value is to be determined or, in the absence of any reported
sales of Units on such date, on the first preceding date on
which any such sale shall have been reported.  If Stock is not
listed on the NASDAQ National Market on the date as of which
fair market value is to be determined, the Manager shall
determine in good faith the fair market value in whatever
manner he or she considers appropriate; provided.  The
Company's acquisition of the Purchase Units, and payment of the
redemption price, to the Executive, his representative or other
person(s) or entity will occur on a date determined by the
Company (which, in the event of the Executive's death, will be
no earlier than three months after the date of death) and will
be completed no later than six (6) months after the date of
separation from service.

     11.5  Withholding Taxes.  If the Company shall be required
to withhold any federal, state, local or foreign tax ("Tax
Withholding") in connection with any exercise of the Option,
Executive shall, as a condition of delivery of the Purchase
Units, pay the tax or make provisions that are satisfactory to
the Company for the payment thereof concurrent with the payment
of the Exercise Price.

     11.6  No Rights as a Member.  The Executive shall have no
rights as a member with respect to the Units until the
Executive has exercised the Option, paid the Exercise Price,
and paid any Tax Withholding in accordance with the
requirements of this Agreement.

     11.7  Representations and Warranties of Executive.
Executive represents and warrants to the Company that:

     Executive has received a copy of this Agreement, has read
and understands the terms of this Agreement, and agrees to be
bound by their terms and conditions. Executive acknowledges
that there may be adverse tax consequences upon acquisition of
the Purchase Units, and that Executive should consult a tax
adviser prior to such acquisition or disposition.

     (a)  Executive acknowledges and understands that any Units
acquired upon the exercise of this Option will not be
registered under the Securities Act of 1933, as amended ("1933
Act"), or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in
part on Executive's investment intentions and is aware that no
federal or state agency has made any review, finding or
determination regarding the Units nor any recommendation or
endorsement of the Units as an investment, and Executive must
forego the security, if any, that such a review would provide.

     (b)  Executive is the sole party in interest with respect
to the Units subject to the Option and has sufficient knowledge
and experience in financial and business matters to enable
Executive to evaluate the merits and risks of this investment.
Executive understands the substantial risks associated with the
Company's business.

     (c)  Executive recognizes the speculative nature and the
high risk of loss associated with the acquisition of Units upon
the exercise of this Option and the operation of the Company
and affirms that Executive is willing and able to bear the high
risk of this investment for an indefinite period of time.

     (d)  Executive acknowledges that the Units acquired upon
the exercise of this Option will be "restricted" securities
under the 1933 Act, and that Executive will therefore not be
able to transfer, sell, assign or otherwise dispose of the
Units unless the Units are registered under the 1933 Act and
applicable state securities laws or unless an exemption is
available. In addition to any legend required by any Company's
Operating Agreement, Executive acknowledges that the
certificate(s) representing any Units acquired upon the
exercise of this Option may bear a restrictive legend
substantially similar to the following:

The units represented by this certificate have not been
registered under the Securities Act of 1933 or any state
securities laws. These units may not be sold, exchanged, made
subject to a security interest, pledged, hypothecated or
otherwise transferred without an effective registration
statement for such units under the Securities Act of 1933 and
applicable state securities laws, or an opinion of counsel
acceptable to the corporation that such registration is not
required.

The securities represented by this certificate are subject to
the terms and conditions of an Operating Agreement, by and
among Company and the stockholders of Company, which Agreement
includes certain restrictions on transfer. A copy of such
Operating Agreement is on file and available for inspection at
the principal office of Company, and no transfer of the
interests represented by this certificate shall be valid or
effective unless or until the terms and conditions of such
Agreement shall have been complied with.

11.8  Representations and Warranties of Company.  The Company
represents and warrants to the Executive that this Agreement
has been duly authorized and is a valid and binding instrument
against the Company, enforceable in accordance with its terms.

11.9  Compliance with Law.  The Company shall make reasonable
efforts to comply with all applicable federal and state
securities laws; provided, however, that notwithstanding any
other provision of this Agreement, the Option shall not be
exercisable if the exercise thereof would result in a violation
of any such laws.

11.10  Purchase Units.  Upon the Executive's payment for the
Purchase Units and any Tax Withholding, the Purchase Units
shall be duly authorized and issued, fully paid and
nonassessable, and the Purchase Units shall have good
marketable title, free and clear of all liens, security
interests and other encumbrances. Once payment has been made
for the Purchase Units and any Tax Withholding, the Company
will release the applicable certificate, if any, to the
Executive. The Executive shall have the right to vote the
Purchase Units and shall have all other rights accorded to
members of the Company pursuant to the Company's Operating
Agreement.

11.11  Survival of Representations and Warranties.  All
representations, warranties, covenants, and agreements
contained herein or made in writing by the Executive or the
Company in connection with the transaction contemplated hereby,
except any representation, warranty or agreement as to which
compliance may have been appropriately waived, shall survive
the execution and delivery of this Agreement.

11.12  Change in Capital Structure.  The terms of this Option,
including the number of Purchase Units covered thereby and the
Exercise Price thereof, shall be adjusted if the Company
determines, in its sole discretion, that such adjustment is
required in the event the Company effects one or more unit
dividends, unit split-ups, subdivisions or consolidations of
units or other similar changes in capitalization, whether
subject to an agreement of merger, consolidation or unit
exchange between the Company and an unaffiliated party, or
otherwise, and in all events subject to the terms of Section 14
of this Agreement. The issuance by the Company of units of any
class, or securities convertible into units of any class, for
cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of units or obligations of the
Company convertible into such units or other securities, shall
not affect, and no adjustment by reason thereof shall be made
with respect to, the terms of this Option.

11.13  Merger, Consolidations, Acquisitions or Dissolution of
the Company.   In the event of the merger or consolidation of
the Company with or into another unaffiliated entity, or the
acquisition by another unaffiliated entity or person of all or
substantially all of the Company's assets or more than fifty
percent (50%) of the Company's then outstanding voting
interest, or the liquidation, dissolution, or winding, up of
the Company (other than in a restructuring, transaction which
results in the continuation of the Company's business by an
affiliated entity), then the Exercise of the Option, and
Executive's rights thereunder, shall be subject to the
applicable terms and conditions of the agreement by and between
the Company and such unaffiliated entity or person (including
without limitation an agreement and plan of merger) governing
such transaction.

11.14  Lock-up Agreement.  Notwithstanding anything contrary in
this Agreement, in the event the Company's Stock is registered
under the 1933 Act in an initial public offering (a "Public
Security"), Executive agrees, if requested by the Company's
underwriters, to execute a lockup agreement pursuant to which
the Executive agrees, for a period of 180 days (or such longer
or shorter period as may be required by the Company's
underwriters) following, the date such Units becomes a Public
Security, not to sell, transfer or otherwise dispose of any
Purchase Units held by the Executive.

11.15  Relation to Other Benefits.  Any economic or other
benefit to the Executive under this Agreement shall not be
taken into account in determining any benefits to which the
Executive may be entitled under any profit-sharing, retirement
or other benefit or compensation plan maintained by the Company
or any subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life
insurance plan covering, employees of the Company or any
subsidiary.

12.0      Miscellaneous.

12.1  Governing Law.  This Agreement is made under and shall be
governed by and construed in accordance with the laws of the
State of California without regard to conflicts of law
principles of the State of California.

12.2  Arbitration.  Any disagreement, dispute, controversy or
claim arising out of or relating to this Agreement or the
interpretation hereof (whether sounding in contract or tort),
shall be resolved exclusively and finally by arbitration
pursuant to the Commercial Arbitration Rules of the American
Arbitration Association then in effect (the "Rules").,
including but not limited to disputes relating to the existence
of an alleged breach of this Agreement or improper termination
of The Executive's employment. The arbitration shall be held in
Los Angeles, California.

There shall be three arbitrators, of whom each Party shall
select one. The Party-appointed arbitrators shall select the
third arbitrator.  Each of the arbitrators shall be a former or
retired judge with at least 10 years experience in commercial
matters.

The hearing shall be commenced within 90 days of either party's
written request for arbitration and the decision shall be
rendered no later than 120 days following the appointment of
the last of the three arbitrators. All discovery shall be
completed no later than 20 days prior to the commencement of
the hearing.

The parties and the arbitrators shall treat the proceedings,
any related discovery and the decisions of the arbitral
tribunal as confidential, except in connection with a judicial
challenge to, or enforcement of, an award, and unless otherwise
required by law.

The decision of the arbitrators shall be final and binding and
shall be the sole and exclusive remedy between the parties
regarding any claims, counterclaims, issues or accounting
presented to the tribunal. The arbitrators' award shall state
the reasons on which the award is based. Each of the parties
hereby consents to service of process by registered mail, by
Federal Express or other reputable courier service, or by
personal delivery at its address set forth herein and agrees
that its submission to jurisdiction and its consent to service
of process by mail is made for the express benefit of the other
party

This agreement to arbitrate shall be binding upon the
successors and assigns or executor of each Party, provided that
nothing contained in this Section 15.2 shall limit the right of
either party, or any of their respective successors or assigns,
at its election, to seek equitable remedies in a court of
equity or law in the event of a breach or threat of breach
hereof, without first proceeding under this Section 12.2.

12.3  Prior Agreements.  This Agreement contains the entire
agreement of the parties relating to the subject matter hereof
and supersedes all prior agreements and understanding with
respect to such subject matter, and the parties hereto have
made no agreements, representations or warranties relating to
the subject matter of this Agreement which are not set forth
herein.

12.4  Withholding Taxes.  The Company may withhold from all
compensation payable pursuant hereto all sums required to be
withheld under all federal, state and city laws, or
governmental regulation or ruling, with respect to payment of
compensation, benefits or perquisites.

12.5  Amendments.  No amendment or modification of this
Agreement shall be deemed effective unless made in writing
signed by the parties hereto.

12.6  No Waiver.  No term or condition of this Agreement shall
be deemed to have been waived nor shall there be any estoppel
to enforce any provisions of this Agreement, except by a
statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless
specifically stated, shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than
that specifically waived.

12.7  Severability.  To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be
considered deleted herefrom and the remainder of such provision
and of this Agreement shall be unaffected and shall continue in
full force and effect.  In furtherance and not in limitation of
the foregoing, should the duration or geographical extent of,
or business activities covered by any provision of this
Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may
validly and enforceably be covered.  The Executive acknowledges
the uncertainty of the law in this respect and expressly
stipulates that this Agreement shall be given the construction
which renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under
applicable law.

12.8  Survival.  Sections 7, 8 and 11 shall survive termination
of this agreement.

12.9  Notices.  All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed
given or delivered when delivered personally or four days after
being mailed by registered or certified mail, return receipt
requested, or one day after being sent by private overnight
courier addressed as set forth below, or if sent by facsimile
transmission, on the first business day after transmission
provided that an original copy has been deposited in the U.S.
mail:

If to The Executive, to:
A. J. LEYDTON
7358 Vista Del Monte, Apt. 5
Van Nuys, California 91405


If to the Company, to:

TAMARAK, Inc.
7311 Van Nuys Boulevard, Ste 2
Van Nuys, California 91405
Attention: President

With a copy to:

CHRISTOPHER H. DIETERICH, Esq.
11300 W. Olympic Blvd. Suite 800
Los Angeles, California 90064

or to such other address as such party may indicate by a notice
delivered to the other party hereto.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first written above.


THE COMPANY:

TAMARAK, INC.

By: /s/ Frank Stewart
Title: Vice President/Chief Operating Officer

THE EXECUTIVE:

/s/ A.J. Leydton
 A. J. LEYDTON




EXHIBIT A TO EMPLOYMENT AGREEMENT
EXECUTIVE'S DUTIES

President
Chief Executive Officer



Exhibit 10.9 Employment Agreement with Frank Stewart

     EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered
into as of October 1, 2000  by and between TAMARAK, INC, a
Nevada corporation (the "Company") whose California address is
7311 Van Nuys Blvd., Suite 2, Van Nuys, California 91405, and
FRANK STEWART, an individual presently residing at 4375 Wheeler
Canyon Road, Santa Paula, California 93060 (the "Executive").
WITNESSETH:

WHEREAS, the Company desires to retain the services of the
Executive, and the Executive desires to be employed by the
Company, pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein, the Company and the
Executive, intending to be legally bound, hereby agree as
follows:

1.        Employment.  The Company hereby agrees to employ the
Executive as a member of its senior management at its executive
offices located in Los Angeles, or at such location as the
Company may designate and the Executive accepts such employment
and agrees to perform the duties and services specified herein,
subject always to such resolutions as are established from time
to time by the Board of Directors of the Company (Board) for
the period and upon the other terms and conditions set forth in
this Agreement.

2.        Term.

2.1.      The term of the Executive's employment hereunder
shall be for the period commencing on October 1, 2000 and
ending on September 30, 2003 (the "Term"), unless the parties
agree to extend such employment.  The Term is subject to
earlier termination as hereinafter specified.

2.2.      Unless an amendment to this Agreement to extend the
Term is executed before the end of the Term, any employment
following expiration of the Term shall be deemed strictly "at
will", although the provisions of this Agreement (exclusive of
Section 5.1 and Section 9) shall continue to apply to the
parties.  During such "at will" employment, the Executive may
resign from the Company at any time following three (3) months
prior written notice to the Company and provided the Executive
agrees to cooperate with the Company and provide reasonable
assistance in the appointment and training of a successor
during such three (3) month period.

3.        Position and Duties.

3.1.      Service with the Company.  During the Term, the
Executive Agrees to provide his substantially full business
time and attention to the business of the Company and to
perform such executive employment duties as set forth in
Exhibit A attached hereto and as the Board shall assign to him
from time to time.

3.2.      No Conflicting Duties.  During the Term, the services
of the Executive shall be provided exclusively to the Company
and the Executive shall not serve as an officer, director,
employee, consultant or advisor to any business other than the
Company without the prior written consent of the board.  The
Executive hereby confirms that he is under no contractual
commitments which are inconsistent with his obligations set
forth in this Agreement and agrees that during the Term he will
not render or perform services, or enter into any contract to
do so, for any other corporation, firm, entity or person which
are inconsistent with the provisions of this Agreement.

3.3.      Right to Insure.  The Company shall have the right to
secure, in its own name or otherwise and at its own expense,
life, health, accident or other insurance covering or otherwise
insuring the Executive, and the Executive shall have no right,
title or interest in or to any such insurance or any of the
proceeds or benefits thereof.  The Executive shall fully assist
and cooperate with the Company in procuring any such insurance,
including without limitation by submitting to such
examinations, and by signing such applications and other
instruments, as may reasonably be required by any insurance
carrier to which application is made by the Company for any
such insurance.

4.        Compensation.

4.1.      Base Salary. As compensation for all services to be
rendered by the Executive under this Agreement, the Company
shall pay to the Executive a base annual salary of Two hundred
and Fifty Thousand Dollars ($250,000.00)  for the year October
1, 2000 to September 30, 2001 ("First Employment Period"),
Three hundred Thousand Dollars ($300,000.00) for the year
October 1, 2001 to September 30, 2002 ("Second Employment
Period") and Three hundred and Fifty Thousand Dollars
($350,000.00) for the year October 1, 2002 to September 30,
2003 ("Third Employment Period"), such salary to be paid on a
regular basis in accordance with the Company's normal payroll
procedures and policies; except that all salaries shall accrue
and shall be paid at such time as the Company is fully funded.

4.2.      Participation in Benefit Plans; Perquisites.  The
Executive shall be included, to the extent eligible thereunder,
in any and all health, dental or vision plans of the Company or
other insurance plans providing general benefits for the
Company's employees of equal or lesser stature, as adopted from
time to time by the Company.  If the Executive proves to be
uninsurable under any health plan of the Company, the Company
will reimburse the Executive for premiums payable under any
health policy of the Executive's choice, provided, however,
that the amount of such reimbursement shall not exceed the
standard premium payable by the Company for a period of the
Executive's age and gender under the Company's regular health
policy.  The Executive's participation in any such plan or
program shall be subject to the provisions, rules and
regulations applicable thereto.

4.3.      Business Expenses.  In accordance with the Company's
policies established from time to time, the Company will pay or
reimburse the Executive for all reasonable and necessary
out-of-pocket expenses, professional dues and, previously
approved travel expenses.

4.4.      Business Equipment.  The Company will provide the
Executive with a laptop computer and cellular phone during his
employment with the Company.  The Company will pay for the
monthly cell phone access fee (together with all additional
business related charges) and an internet access fee (such fees
to be reasonable in light of the anticipated cell phone use and
internet access required by the Executive for business
purposes).

4.5. Parking.  The Executive will be provided with a reserved
parking space in the Company's building.

4.6. Vacation.  The Executive will be entitled to three (3)
weeks paid vacation each calendar year during the Term, said
three (3) week period not to include any days during which the
Company is closed for business.  No more than one week unused
vacation (on a cumulative basis) may be carried over from
calendar year to calendar year.

4.7. Discretionary Days. The Executive shall be entitled to ten
(10) paid Discretionary Days each calendar year.  Discretionary
Days may be used as sick leave or for other personal reasons at
the discretion of the Executive.  Unused Discretionary Days
shall not be carried over from calendar year to calendar year.

5.        Compensation upon the Termination of the Executive's
Employment with the Company.

Termination Due to Death. In the event the Executive's
employment is terminated pursuant to Section 9.1, the
Executive's beneficiary or a beneficiary designated by the
Executive in writing to the Company, or in the absence of such
beneficiary, the Executive's estate, shall be entitled to
receive the Executive's then current annual base salary which
has accrued (but remains unpaid) through the date of
termination.  In addition, the Company shall also be obligated
to pay the Executive's beneficiary or estate, as appropriate,
for accrued (but unused) vacation and/or sick leave through the
date of termination.

6.        Taxes.  All payments required to be made by the
Company to the Executive pursuant to Section 5 shall be paid in
the manner and at the time specified in Section 4.1 hereof and
shall be subject to all applicable tax withholdings.

7.        Confidential Information.     Except as permitted or
directed by the Board, Executive shall not during the Term or
at any time thereafter divulge, furnish, disclose or make
accessible (other than in the ordinary course of the business
of the Company) to anyone for use in any way, or use for the
benefit of any person or entity other than the Company or its
affiliates, any confidential or secret knowledge or information
of the Company which the Executive has acquired or become
acquainted with or will acquire or become acquainted with prior
to the termination of the period of his employment by the
Company (including employment by the Company prior to the date
of this Agreement), whether developed by himself or by others,
concerning any trade secrets, confidential or secret
information regarding plans, projects or possible transactions
directly or indirectly useful in any aspect of the business of
the Company, any confidential client information of the
Company, or any other confidential, secret or nonpublic aspects
of the business of the Company.  The Executive acknowledges
that the above-described knowledge or information constitutes a
unique and valuable asset of the Company acquired at great time
and expense by the Company, and that any disclosure or other
use of such knowledge or information other than for the sole
benefit of the Company would be wrongful and would cause
irreparable harm to the Company.  The foregoing obligations of
confidentiality, however, shall not apply to any knowledge or
information which is now published or which subsequently
becomes generally publicly known, other than as a direct or
indirect result of the breach of this Agreement by the
Executive.

          Nothing in this Agreement shall prevent the Executive
from disclosing such information to the extent such disclosure
is required by law or any order of a court or government
authority with jurisdiction; provided, however, that in the
event the Executive becomes legally compelled to disclose any
such information, then prior to making such required disclosure
he shall, if possible, provide the Company with prompt written
notice thereof so that the Company may seek a protective order
or other appropriate remedy prior to any such disclosure; and
provided, further, that in the event such protective order or
other remedy is not obtained the Executive shall furnish only
that information which is legally required and will exercise
reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded such information.

8.        Non-Competition; Solicitation of Clients and
Solicitation of Employees.

8.1.      Non-Competition.

     The Executive agrees that, during the Term and for a
period of one year after the Executive is providing services to
the Company, he shall not, directly or indirectly, engage in
competition with the Company anywhere in the world (the
"Territory") in any manner or capacity within the digital media
development and distribution business, it being recognized that
the Company's business is international in scope.  The
foregoing period is referred to as the "Restricted Period."

     Ownership by the Executive, as a passive investment, of
less than 1% of the outstanding shares of capital stock of any
corporation listed on a national securities exchange or
publicly traded in the over-the-counter market shall not
constitute a breach of this Section 7.

     The Executive further agrees that, during the Restricted
Period, he will not, directly or indirectly, assist or
encourage any other person in carrying out, directly or
indirectly, any activity that would be prohibited by the above
provisions of this Section 7 if such activity were carried out
by the Executive, either directly or indirectly, and the
Executive agrees that he will not, directly or indirectly,
induce any employee of the Company to carry out, directly or
indirectly, any such activity.

8.2.      Agreement Not to Solicit Clients. The Executive
agrees that during the Restricted Period and for the two years
thereafter he will not, either directly or indirectly, on his
own behalf or in the service or on behalf of others, solicit,
divert or appropriate, or attempt to solicit, divert or
appropriate any business competitive with the Company's
business, including any person or entity (including those
seeking to enter into agreements) who, at any time within
twelve (12) months prior to the date of termination of the
Executive's employment, was a party to a contract with the
Company or with whom the Company has had significant business
dealings or contacts with respect thereto.

8.3.      Agreement Not to Solicit Employees.  The Executive
agrees that during the Term and for the twenty-four (24) month
period following the termination or expiration of the Term, he
will not, either directly or indirectly, on his own behalf or
in the service or on behalf of others solicit, divert or hire
away, or attempt to solicit, divert or hire away any person
then employed by the Company or its affiliates in any
executive, managerial or talent liaison position.

9.        Termination Prior to Expiration of the Term.

9.1.      Death of Executive.  The Executive's employment shall
terminate immediately upon the death of the Executive.

9.2.      Surrender of Records and Property.  Upon termination
of his employment with the Company, the Executive shall deliver
promptly to the Company all records, manuals, books, blank
forms, documents, letters, memoranda, notes, notebooks,
reports, data, tables, calculations or copies thereof, in any
format such items may be stored in (including, but not limited
to, paper, electronic formats, magnetic media or otherwise)
which are the property of the Company and which relate in any
way to the business, products, practices or techniques of the
Company, and all other property, trade secrets and confidential
information of the Company, including, but not limited to, all
documents which in whole or in part contain any trade secrets
or confidential information of the Company, which in any of
these cases are in his possession or under this control.

10.       Assignment.  This Agreement shall not be assignable,
in whole or in part, by either party without the written
consent of the other party, except that the Company may,
without the consent of the Executive, assign its rights and
obligations under this Agreement to any corporation, firm or
other business entity (i) with or into which the Company may
merge or consolidate, or (ii) to which the Company may sell or
transfer all or substantially all of its assets or of which 50%
or more of the equity investment and of the voting control is
owned, directly or indirectly, by, or is under common ownership
with, the Company.  Upon such assignment by the Company, the
Company shall obtain the assignees' written agreement
enforceable by the Executive to assume and perform, from and
after the date of such assignment, the terms conditions, and
provisions imposed by this Agreement upon the Company.  After
any such assignment by the Company and such written agreement
by the assignee, the Company shall be discharged from all
further liability hereunder and such assignee shall thereafter
be deemed to be the Company for the purposes of all provisions
of this Agreement including this Section 9.

11.       Injunctive Relief.  The Executive agrees that it
would be difficult to compensate the Company fully for damages
for any violation of the provisions of this Agreement,
including without limitation the provisions of Sections 7 and
8.  Accordingly, the Executive specifically agrees that the
Company shall be entitled to temporary and permanent injunctive
relief to enforce the provisions of this Agreement.  This
provision with respect to injunctive relief shall not, however,
diminish the right of the Company to claim and recover damages
in addition to injunctive relief.  The Executive acknowledges
that the services to be rendered by The Executive under this
Agreement, and the rights and privileges granted by The
Executive to the Company hereunder, are of a special, unique,
extraordinary and intellectual character which gives them a
peculiar and special value, the loss of which cannot be
reasonably or adequately compensated in damages in an action at
law, and a breach by The Executive of any of the provisions
hereof will cause the Company great and irreparable injury.
The Executive acknowledges that the Company shall, therefore,
be entitled, in addition to any other remedies which it may
have under this Agreement or at law, to receive injunctive and
other equitable relief (including without limitation specific
performance) to enforce any of the rights and privileges of the
Company or any of the covenants or obligations of the Executive
hereunder.  Nothing contained herein, and no exercise by the
Company of any right or remedy, shall be construed as a waiver
by the Company of any other rights or remedies which the
Company may have.

12.       Indemnification.  The Company shall indemnify The
Executive as provided in the Company's Operating Agreement in
effect at the commencement of this Agreement.  The scope of
indemnification to which The Executive is entitled shall not be
diminished, but may be further expanded by the Company, by
amendment of the Operating Agreement or otherwise.  The
Executive acknowledges that he has received a copy of the
Company's Operating Agreement in effect as at the date hereof.

13.       Grant of Option.  Subject to the terms and conditions
set forth herein, the Company hereby grants to the Executive an
option to purchase (the "Option") all or any part of an
aggregate of 1,500,000 units of membership interests of the
Company ("Units"), (which, together with any securities issued
with respect to those Units by way of stock dividend, stock
split,  transfer, merger, consolidation, or other change in
capitalization, whether before or after the date of exercise of
the Option, are referred to as "Purchase Units"), at the
purchase price of $1.00 per unit ("Exercise Price").  This
Option is not intended to be an incentive stock option under
Section 422 of the Code.

14.       Terms and Conditions. This Option is subject to the
following terms and conditions:

14.1.     Expiration Date.  This Option shall expire on
September 30, 2003 ("Expiration Date"). No part of this Option
may be exercised after that date.

14.2.     Exercise of Option by Executive.  The Purchase Units
shall be deemed "Nonvested Units" unless and until they have
become "Vested Units." All Purchase Units shall initially be
considered "Nonvested Units." On the first anniversary of the
date hereof (the "Grant Date"), if the Executive's employment
has not been terminated  all Purchase Units shall become
"Vested Units", Once the Option has become exercisable, it will
remain so until the Expiration Date subject to Section 14.1
hereof. A partial exercise of this Option shall not affect the
Executive's right to exercise this Option with respect to the
remaining units, subject to the conditions of this Agreement.

14.3.     Exercise of Option Following Termination.  Upon the
termination of the Executive's employment with the Company, the
Option shall terminate with respect to any Non-Vested Units.
Upon the termination of the Executive's employment with the
Company, the Executive may, until the earlier of (x) 30 days
from the date of such termination or (y) the expiration of the
Option in accordance with its terms, exercise the Option with
respect to all or any part of the Vested Units which the
Executive was entitled to purchase immediately prior to such
termination and, thereafter, the Option shall, to the extent
not previously exercised, automatically terminate and become
null and void; provided that:

     (a)  in the case of termination of the Executive's
employment with the Company due to death, the Executive's
estate (or any other person who acquired the Executive's right
to exercise such Option by bequest or inheritance or otherwise
by reason of the Executive's death) may, until the earlier of
(x) the 180th day after the date or death or (y) the expiration
of the Option in accordance with its terms, exercise the Option
with respect to all or any part of the Vested Units which the
Executive was entitled to purchase immediately prior to the
time his death;

     (b)  in case of termination of the Executive's employment
with the Company pursuant to Section 5.1, the Executive or the
Executive's legal representative may, until the earlier of (x)
the 180th day after the date the Executive's employment was
terminated or (y) the expiration of the Option in accordance
with its terms, exercise the Option with respect to all or any
part of the Vested Units which the Executive was entitled to
purchase immediately prior to the time of such termination; and

     (c)  in case of termination of the Executive's employment
with the Company (i) for Cause or (ii) as a result of voluntary
termination by the Executive without the consent of the
Company, then the Executive shall immediately forfeit his
rights under the Option except as to those Purchase Units
already purchased.

14.4.     Method of Exercising Option and Payment for Shares.
This Option, or any portion thereof, shall be exercised by
written notice delivered to the attention of the Company's
President at the Company's principal office. The exercise date
shall be (i) the date of postmark, in the case of notice by
mail, or (ii) the date of delivery, if delivered in person. The
exercise notice shall be accompanied by payment of the Exercise
Price in full and any required Tax Withholding (as defined in
Section 14.7 below).  Payment shall be made in cash, in the
form of currency or check or other cash equivalent acceptable
to the Company.

14.5.     Nontransferability.  The Option may not be
transferred except by will or by the laws of descent and
distribution. During the Executive's lifetime, the Option may
be exercised only by the Executive or the Executive's legal
representative in the event of the Executive's total
disability.

14.6.     Redemption of Purchase Units.  Upon the Executive's
separation from service with the Company or an Affiliate, the
Company shall have the option (but not the obligation) to
purchase any Purchase Units that have been acquired upon
exercise of the Option, and the Executive, his estate, personal
representative, or other person or entity who acquires the
Purchase Units by will or by the laws of descent and
distribution shall be required to sell such Purchase Units to
the Company. The redemption price for the Purchase Units will
be the Fair Market Value of the shares on the date of
redemption. For purpose of this Agreement, "Fair Market Value"
shall mean the last reported sales prices of the Units on the
NASDAQ National Market on the date as of which fair market
value is to be determined or, in the absence of any reported
sales of Units on such date, on the first preceding date on
which any such sale shall have been reported.  If Stock is not
listed on the NASDAQ National Market on the date as of which
fair market value is to be determined, the Manager shall
determine in good faith the fair market value in whatever
manner he or she considers appropriate.  The Company's
acquisition of the Purchase Units, and payment of the
redemption price, to the Executive, his representative or other
person(s) or entity will occur on a date determined by the
Company (which, in the event of the Executive's death, will be
no earlier than three months after the date of death) and will
be completed no later than six (6) months after the date of
separation from service.

14.7.     Withholding Taxes.  If the Company shall be required
to withhold any
federal, state, local or foreign tax ("Tax Withholding") in
connection with any exercise of the Option, Executive shall, as
a condition of delivery of the Purchase Units, pay the tax or
make provisions that are satisfactory to the Company for the
payment thereof concurrent with the payment of the Exercise
Price.

14.8.     No Rights as a Member.  The Executive shall have no
rights as a member with respect to the Units until the
Executive has exercised the Option, paid the Exercise Price,
and paid any Tax Withholding in accordance with the
requirements of this Agreement.

14.9.     Representations and Warranties of Executive.
Executive represents and warrants to the Company that:

     Executive has received a copy of this Agreement, has read
and understands the terms of this Agreement, and agrees to be
bound by their terms and conditions. Executive acknowledges
that there may be adverse tax consequences upon acquisition of
the Purchase Units, and that Executive should consult a tax
adviser prior to such acquisition or disposition.

     Executive acknowledges and understands that any Units
acquired upon the exercise of this Option will not be
registered under the Securities Act of 1933, as amended ("1933
Act"), or any applicable state securities laws by reason of
claimed exemptions from registration thereunder which depend in
part on Executive's investment intentions and is aware that no
federal or state agency has made any review, finding or
determination regarding the Units nor any recommendation or
endorsement of the Units as an investment, and Executive must
forego the security, if any, that such a review would provide.

     Executive is the sole party in interest with respect to
the Units subject to the Option and has sufficient knowledge
and experience in financial and business matters to enable
Executive to evaluate the merits and risks of this investment.
Executive understands the substantial risks associated with the
Company's business.

     Executive recognizes the speculative nature and the high
risk of loss associated with the acquisition of Units upon the
exercise of this Option and the operation of the Company and
affirms that Executive is willing and able to bear the high
risk of this investment for an indefinite period of time.

     Executive acknowledges that the Units acquired upon the
exercise of this Option will be "restricted" securities under
the 1933 Act, and that Executive will therefore not be able to
transfer, sell, assign or otherwise dispose of the Units unless
the Units are registered under the 1933 Act and applicable
state securities laws or unless an exemption is available. In
addition to any legend required by any Company's Operating
Agreement, Executive acknowledges that the certificate(s)
representing any Units acquired upon the exercise of this
Option may bear a restrictive legend substantially similar to
the following:

The units represented by this certificate have not been
registered under the Securities Act of 1933 or any state
securities laws. These units may not be sold, exchanged, made
subject to a security interest, pledged, hypothecated or
otherwise transferred without an effective registration
statement for such units under the Securities Act of 1933 and
applicable state securities laws, or an opinion of counsel
acceptable to the corporation that such registration is not
required.

The securities represented by this certificate are subject to
the terms and conditions of an Operating Agreement, by and
among Company and the stockholders of Company, which Agreement
includes certain restrictions on transfer. A copy of such
Operating Agreement is on file and available for inspection at
the principal office of Company, and no transfer of the
interests represented by this certificate shall be valid or
effective unless or until the terms and conditions of such
Agreement shall have been complied with.

14.10.    Representations and Warranties of Company.  The
Company represents and warrants to the Executive that this
Agreement has been duly authorized and is a valid and binding
instrument against the Company, enforceable in accordance with
its terms.

14.11.    Compliance with Law.  The Company shall make
reasonable efforts to comply with all applicable federal and
state securities laws; provided, however, that notwithstanding
any other provision of this Agreement, the Option shall not be
exercisable if the exercise thereof would result in a violation
of any such laws.

14.12.    Purchase Units.  Upon the Executive's payment for the
Purchase Units and any Tax Withholding, the Purchase Units
shall be duly authorized and issued, fully paid and
nonassessable, and the Purchase Units shall have good
marketable title, free and clear of all liens, security
interests and other encumbrances. Once payment has been made
for the Purchase Units and any Tax Withholding, the Company
will release the applicable certificate, if any, to the
Executive. The Executive shall have the right to vote the
Purchase Units and shall have all other rights accorded to
members of the Company pursuant to the Company's Operating
Agreement.

14.13.    Survival of Representations and Warranties.  All
representations, warranties, covenants, and agreements
contained herein or made in writing by the Executive or the
Company in connection with the transaction contemplated hereby,
except any representation, warranty or agreement as to which
compliance may have been appropriately waived, shall survive
the execution and delivery of this Agreement.

14.14.    Change in Capital Structure.  The terms of this
Option, including the number of Purchase Units covered thereby
and the Exercise Price thereof, shall be adjusted if the
Company determines, in its sole discretion, that such
adjustment is required in the event the Company effects one or
more unit dividends, unit split-ups, subdivisions or
consolidations of units or other similar changes in
capitalization, whether subject to an agreement of merger,
consolidation or unit exchange between the Company and an
unaffiliated party, or otherwise, and in all events subject to
the terms of Section 14 of this Agreement. The issuance by the
Company of units of any class, or securities convertible into
units of any class, for cash or property, or for labor or
services either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of units
or obligations of the Company convertible into such units or
other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the terms of this
Option.

14.15.    Merger, Consolidations, Acquisitions or Dissolution
of the Company.   In the event of the merger or consolidation
of the Company with or into another unaffiliated entity, or the
acquisition by another unaffiliated entity or person of all or
substantially all of the Company's assets or more than fifty
percent (50%) of the Company's then outstanding voting
interest, or the liquidation, dissolution, or winding, up of
the Company (other than in a restructuring, transaction which
results in the continuation of the Company's business by an
affiliated entity), then the Exercise of the Option, and
Executive's rights thereunder, shall be subject to the
applicable terms and conditions of the agreement by and between
the Company and such unaffiliated entity or person (including
without limitation an agreement and plan of merger) governing
such transaction.

14.16.    Lock-up Agreement.  Notwithstanding anything contrary
in this Agreement, in the event the Company's Stock is
registered under the 1933 Act in an initial public offering (a
"Public Security"), Executive agrees, if requested by the
Company's underwriters, to execute a lockup agreement pursuant
to which the Executive agrees, for a period of 180 days (or
such longer or shorter period as may be required by the
Company's underwriters) following, the date such Units becomes
a Public Security, not to sell, transfer or otherwise dispose
of any Purchase Units held by the Executive.

14.17.    Relation to Other Benefits.  Any economic or other
benefit to the Executive under this Agreement shall not be
taken into account in determining any benefits to which the
Executive may be entitled under any profit-sharing, retirement
or other benefit or compensation plan maintained by the Company
or any subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life
insurance plan covering, employees of the Company or any
subsidiary.

15.       Miscellaneous.

15.1.     Governing Law.  This Agreement is made under and
shall be governed by and construed in accordance with the laws
of the State of California without regard to conflicts of law
principles of the State of California.

15.2.     Arbitration.

     Any disagreement, dispute, controversy or claim arising
out of or relating to this Agreement or the interpretation
hereof (whether sounding in contract or tort), shall be
resolved exclusively and finally by arbitration pursuant to the
Commercial Arbitration Rules of the American Arbitration
Association then in effect (the "Rules")., including but not
limited to disputes relating to the existence of an alleged
breach of this Agreement or improper termination of The
Executive's employment. The arbitration shall be held in Los
Angeles, California.

     There shall be three arbitrators, of whom each Party shall
select one. The Party-appointed arbitrators shall select the
third arbitrator.  Each of the arbitrators shall be a former or
retired judge with at least 10 years experience in commercial
matters.

     The hearing shall be commenced within 90 days of either
party's written request for arbitration and the decision shall
be rendered no later than 120 days following the appointment of
the last of the three arbitrators. All discovery shall be
completed no later than 20 days prior to the commencement of
the hearing.

     The parties and the arbitrators shall treat the
proceedings, any related discovery and the decisions of the
arbitral tribunal as confidential, except in connection with a
judicial challenge to, or enforcement of, an award, and unless
otherwise required by law.

     The decision of the arbitrators shall be final and binding
and shall be the sole and exclusive remedy between the parties
regarding any claims, counterclaims, issues or accounting
presented to the tribunal. The arbitrators' award shall state
the reasons on which the award is based. Each of the parties
hereby consents to service of process by registered mail, by
Federal Express or other reputable courier service, or by
personal delivery at its address set forth herein and agrees
that its submission to jurisdiction and its consent to service
of process by mail is made for the express benefit of the other
party.

     This agreement to arbitrate shall be binding upon the
successors and assigns or executor of each Party, provided that
nothing contained in this Section 15.2 shall limit the right of
either party, or any of their respective successors or assigns,
at its election, to seek equitable remedies in a court of
equity or law in the event of a breach or threat of breach
hereof, without first proceeding under this Section 15.2.

15.3.     Prior Agreements.  This Agreement contains the entire
agreement of the parties relating to the subject matter hereof
and supersedes all prior agreements and understanding with
respect to such subject matter, and the parties hereto have
made no agreements, representations or warranties relating to
the subject matter of this Agreement which are not set forth
herein.

15.4.     Withholding Taxes.  The Company may withhold from all
compensation payable pursuant hereto all sums required to be
withheld under all federal, state and city laws, or
governmental regulation or ruling, with respect to payment of
compensation, benefits or perquisites.

15.5.     Amendments.  No amendment or modification of this
Agreement shall be deemed effective unless made in writing
signed by the parties hereto.

15.6.     No Waiver.  No term or condition of this Agreement
shall be deemed to have been waived nor shall there be any
estoppel to enforce any provisions of this Agreement, except by
a statement in writing signed by the party against whom
enforcement of the waiver or estoppel is sought.  Any written
waiver shall not be deemed a continuing waiver unless
specifically stated, shall operate only as to the specific term
or condition waived and shall not constitute a waiver of such
term or condition for the future or as to any act other than
that specifically waived.

15.7.     Severability.  To the extent any provision of this
Agreement shall be invalid or unenforceable, it shall be
considered deleted herefrom and the remainder of such provision
and of this Agreement shall be unaffected and shall continue in
full force and effect.  In furtherance and not in limitation of
the foregoing, should the duration or geographical extent of,
or business activities covered by any provision of this
Agreement be in excess of that which is valid and enforceable
under applicable law, then such provision shall be construed to
cover only that duration, extent or activities which may
validly and enforceably be covered.  The Executive acknowledges
the uncertainty of the law in this respect and expressly
stipulates that this Agreement shall be given the construction
which renders its provisions valid and enforceable to the
maximum extent (not exceeding its express terms) possible under
applicable law.

15.8.     Survival.  Sections 7, 8 and 11 shall survive
termination of this agreement.

15.9.     Notices.  All notices or other communications
required or permitted hereunder shall be in writing and shall
be deemed given or delivered when delivered personally or four
days after being mailed by registered or certified mail, return
receipt requested, or one day after being sent by private
overnight courier addressed as set forth below, or if sent by
facsimile transmission, on the first business day after
transmission provided that an original copy has been deposited
in the U.S. mail:
If to The Executive, to:

FRANK STEWART
4375 Wheeler Canyon Road
Santa Paula, California 93060


If to the Company, to:

TAMARAK, Inc.
7311 Van Nuys Boulevard, Ste 2
Van Nuys, California 91405
Attention: President

With a copy to:

CHRISTOPHER H. DIETERICH, Esq.
11300 W. Olympic Blvd. Suite 800
Los Angeles, California 90064

or to such other address as such party may indicate by a notice
delivered to the other party hereto.

     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first written above.


THE COMPANY:

TAMARAK, INC.

By: /s/ A.J. Leydton
Title: President/Chief Executive Officer

THE EXECUTIVE:

 /s/ Frank Stewart
FRANK STEWART




EXHIBIT A TO EMPLOYMENT AGREEMENT
EXECUTIVE'S DUTIES
Director of Creative Affairs
Director of Business Affairs
Chief Operating Officer
Chief Technology Officer