Date___________

Gentlemen;

When signed by ____________________ ("you") and Yankee Classic Pictures ("YCP"), the following will constitute our agreement:

1. We agree to produce a videotape (or motion picture film or slide show) tentatively entitled ________________, hereafter called "the film" based upon a story outline/script, hereafter called "the script" bearing the same title, dated __________, which was prepared by YCP for you under the provisions of an agreement between us dated _____________

2. The film will be produced in color as to material photographed by YCP hereunder, except for historical film footage which will be color/black-and-white, and will have a running time, including main and end titles, of __________

3. You shall have the right of reasonable approval of a rough cut of the film to determine its conformity with the outline/script. For this purpose, YCP will, upon reasonable notice to you,

screen the rough cut for you in the ________ area; and you shall have a period of three days after such screening to apprize YCP of your requested changes, if any, to conform the rough cut to the outline. If no such changes are requested by you with in said three day period, the rough cut shall be deemed approved.

4. You shall have the right of reasonable approval of the narration script, and for this purpose YCP will submit the narration script to you, prior to recording it in the film. You shall have a period of three days after receipt of the narration script to designate such changes as you require to conform the narration script to the outline. If no such changes are requested by you within said three day period, the narration script shall be deemed approved.

5. We agree to pay all of the production costs of the film; and, subject to causes beyond our control, the film will be delivered to you on _______. Delivery of the film hereunder to you consists of YCP's delivery to you of one exhibition copy of the film.

6. We represent and warrant that the film, except the historical film footage, will be of first class pictorial and sound quality, and that the film will conform to the outline/script; the film will be main and end titled, with music and the narration script recorded therein.

7. YCP will obtain all necessary clearances and releases to enable you to use and re-use the film for non-theatrical purposes and for public service television broadcasts without payment of any rerun fees or royalty payments to writers, directors, performers, music composers, or persons rendering technical services for or in connection with the film.

8. You shall have the exclusive right, perpetually, throughout the world, to use, and authorize the use of, the film for ____________________purposes. YCP warrants and represents that YCP will own and have the right to grant to you such rights.

9. You shall have the right to select the title of the film, provided that unless you notify YCP to the contrary at the time of the approval of the narration script, the film shall bear the title,_____________________

10. YCP shall have the right to determine the credits to be accorded to those rendering services or furnishing material for or in connection with the film; and the credits as determined by YCP and incorporated in the main and end titles shall be maintained in your use, and in the licensing by you, of the film.

11. In full payment for YCP undertakings contained herein, and the rights herein granted to you, you agree to pay to YCP, and YCP agrees to accept, the sum of $_______ payable as follows:

a) $_______________upon the execution of this agreement, receipt of which is acknowledged by us;

b) $________ upon commencement by YCP of principal photography of the film;

c) $________ upon YCP's delivery to you of an exhibition copy of the film.

12. You agree to order from YCP all additional prints of the film desired by you and YCP agrees to honor your orders of copies at a price equal to the price posted by ______________ a duplication facility, plus a sum equal to twenty percent of such price. If you desire copies of the film in formats other than that of the master, YCP will furnish copies upon your order at a cost equal to the laboratory costs incurred by us in obtaining the same, plus a sum equal to twenty percent of such cost.

13. YCP agrees to indemnify and hold you, and your officers, directors, agents, and licensees, free and harmless from and against any loss or claim, including reasonable counsel fees, arising out of or due to breach of any of the warranties made by YCP to you herein.

Sincerely yours,

___________________

Yankee Classic Pictures

Approved and accepted by:

____________________ Date___/___/___

Company Representative