SAMPLE

OPTION PURCHASE AGREEMENT

Dated as of ________________

This confirms the agreement between _______________________ ("Producer") and ________________

("Author") with respect to the novel entitled "________________" written by Author. That work, and the title,
themes, stories and all other contents thereof, and the characters therein, and all translations, adaptations and other
versions thereof now or hereafter owned by Author, whether now existing or hereafter created, are herein referred to
collectively as the "Property".

A. Conditions Precedent: Producer’s obligations hereunder are subject to its receipt, in form and
pursuant to terms and conditions satisfactory to Producer, of copies of all chain of title documents with respect to
the Property including without limitation the executed Publisher’s Releases further described in Paragraph 7.

1. Option: Author hereby grants to Producer an exclusive and irrevocable option to purchase all
rights in the Property as set forth in Paragraph 4 hereof (the "Rights") upon and subject to the following terms and
conditions:

(a) Option Period: The initial option period ("Initial Period") shall commence on the date
hereof and shall continue for a period of __ months following the date of receipt by Producer of this Agreement
signed by Author ("Execution Date") as indicated below and may be extended by Producer for an additional period
of __ months ("Extension Period") consecutive to the Initial Period by written notice and the payment to Author of
the sum provided in subparagraph (b)(ii) below at any time prior to expiration of the Initial Period. The Initial
Period and Extension Period are hereafter referred to collectively as the "Option Period".

(b) Option Payments: Producer shall pay to Author the following sums in consideration of
the option herein granted:

(i) For the Initial Period, $_______ (“Initial Payment”), payable promptly upon
execution of this Agreement by the parties hereto.

(ii) For the Extension Period, if applicable, $______ (“Extension Payment”).

(c) Development Activities: During the Option Period, Producer may engage in customary
development and preproduction activities with respect to motion pictures and/or other productions based on the
Property. If in connection with such development or preproduction activities Author or another party is engaged by
or on behalf of Producer to write revisions of the Property, all such revisions shall be and remain Producer's sole and
exclusive property, whether or not Producer exercises the option hereunder; provided, however, that if Producer
does not exercise said option, Producer's use (if any) of such revisions shall be subject to Author's rights in the
Property.

(d) Automatic Extensions: The Initial Period shall be extended without notice for a period
equal to the length of time which elapses, if any, between the Execution Date and the date on which the condition
precedent is satisfied. The Initial Period and/or Extension Period, as applicable, shall be extended without notice for
periods equal to the length of the time necessary to settle or otherwise resolve any third party claims arising during
the Option Period which in Producer's reasonable good faith judgment would adversely affect Producer's acquisition
and/or exercise of the Rights and of labor disputes and other force majeure events, which interfere with Producer's
development and preproduction of the Property and for such additional time as is reasonably necessary for Producer
to recommence its usual business operations. In the event that the Initial Period or Extension Period would
otherwise expire on a Saturday, Sunday or national holiday, said period shall be extended without notice until the
end of the next following business day.

2. Purchase Price/Exercise of Option: If Producer exercises its option, the above Initial Payment will
apply toward the purchase price of the Rights which shall be a total of $_______________ (the "Purchase Price").

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The balance of the Purchase Price shall be paid upon exercise of the option. The option, if exercised, shall be
exercised by written notice or by commencement of principal photography of the first feature-length motion picture
based on the Property produced pursuant to the Rights (the "Picture").

3. Additional Payments/Participation: Author shall be entitled to the following additional payments

subject to the conditions specified:

(a) Net Proceeds Participation: If the Picture is produced and released, a sum equal to __% of
100% of the Net Proceeds of the Picture, defined, accounted for and paid in accordance with with Producer's
standard definition thereof.

(b) Theatrical Sequels and Remakes: If a feature-length theatrical sequel or remake motion
picture based on the Property is produced pursuant to the Rights, a sum equal to __% of the previous theatrical
motion picture’s purchase price in the case of a sequel or ___% of the Purchase Price in the case of a remake,
payable within 10 days following the completion of principal photography of each such sequel or remake; plus a
sum equal to __% of 100% of the Net Proceeds of each such sequel, or ___% of 100% of the Net Proceeds of each
such remake, defined, accounted for and paid in accordance with Producer's standard definition thereof.

4. Grant of Rights: If the option is exercised, Producer shall own, and Author assigns and sells to
Producer, exclusively, in perpetuity and throughout the universe, all right, title and interest in the Property except for
the Reserved Rights expressly set forth in Paragraph 5 below. Without limiting the generality of the foregoing, the
Rights in the Property herein granted include:

(a) Audiovisual Works: The right to produce all types of audiovisual works and sequels
thereto and remakes thereof and all other types of derivative works based thereon, intended for exploitation in any
medium now or hereafter devised (including by way of illustration only, any form of theatrical, television or home
video exploitation) and all music and music publishing rights, soundtrack album and other soundtrack exploitation
rights, merchandising rights and promotional and advertising rights.

(b) Copyrights/Exploitation Rights: With respect to works produced pursuant to the rights
granted in subparagraph (a) above, all copyrights, neighboring rights, trademarks and any and all other Authorship
and exploitation rights in the Property now or hereafter recognized in any and all territories and jurisdictions
(including by way of illustration only, reproduction, distribution, adaptation, performance, fixation, rental and
lending rights, exhibition, broadcast and all other rights of communication to the public) and the right to exploit such
works in all media, markets and languages and in any manner now known or hereafter devised subject to Author's
Reserved Rights.

(c) Alteration Rights: The right to change, add to, delete or take from, translate, or otherwise
modify the Property in any manner Producer may in its discretion determine in connection with the Picture and other
works that will embody all or part of the Property. To the fullest extent allowable under any applicable law, Author
hereby irrevocably waives or assigns to Producer its so-called "moral rights" or "droit moral". Author expressly
acknowledges that many parties will contribute to the Picture and other works that will embody all or part of the
Property. Accordingly, if under any applicable law the above waiver or assignment by Author of "moral rights" or
"droit moral" is not effective, then Author agrees to exercise such rights in a manner which recognizes the
contribution of and will not have a material adverse effect upon such other parties.

(d) Name, Likeness and Biography: The right to use, in a reasonable and customary manner,
Author's names, likenesses and biographies in and in connection with the Picture and any other works that will
embody all or part of the Property.

(e) Rental Right: Author acknowledges that the assignment by Author hereunder also
includes, without limitation, the assignment, on Author's own behalf and on behalf of Author's heirs, executors,
administrators and assigns, in perpetuity, of all rental and lending rights (including any right to equitable
remuneration) under national laws (whether implemented pursuant to the Economic Community Rental and lending
Rights Directive or otherwise) to which Author may now be or hereafter become entitled with respect to the
Property and all versions thereof, and Author acknowledges that the consideration hereunder includes consideration
for all such lending and rental rights and is an adequate part of the revenue derived or to be derived from said rights
and constitutes equitable remuneration

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 (f) General Public Rights: The rights herein granted by Author to Producer are in addition to,
and this Agreement shall in no way limit, the rights with respect to the Property or the subject matter thereof which
Producer may now or hereafter enjoy as a member of the general public.

(g) No Obligation To Proceed: Nothing contained in this Agreement shall be construed as

requiring Producer to exercise or exploit, or continue to exercise or exploit, any of the rights herein granted.

5. Reserved Rights: Author reserves the following rights (the "Reserved Rights") in the Property,
subject to the terms and conditions set forth below, it being expressly acknowledged and agreed that Author shall
have no right to utilize any elements from any work produced pursuant to the Rights or any new or changed material
created by or for Producer in the exercise of the Reserved Rights or otherwise, provided that if Producer does not
exercise the option hereunder, Producer's use (if any) of such new or changed material shall be subject to Author's
rights in the Property.

(a) Publishing Rights: The following publishing rights in the Property, except that Producer
shall have the right to publish excerpts from and summaries of the Property, or any motion picture or other versions
thereof based upon the Property, for advertising and/or publicizing purposes only (not for sale or resale) of any work
produced pursuant to the Rights and the right to publish souvenir booklets (for release only at those theaters
exhibiting the Picture or other productions produced pursuant to the Rights granted hereunder) and "making-of-the-
movie" and "coffee-table" type books relating to the Picture, provided that no such publication shall contain excerpts
or summaries in excess of 7,500 words in the aggregate (not to be serialized) taken from the Property. The
foregoing limitation on serializing is not intended to and shall not preclude Producer's publication of advertising
and/or publicity materials in installments.

(i) Print Editions: The right to publish print editions of the Property in book form,
whether hardcover or softcover and in magazines or other periodicals, whether in installments or otherwise,
it being acknowledged that unless the Property has heretofore been published in comic book or comic strip
form, the right to publish comic books and/or comic strips shall be deemed included within the
merchandising rights granted to Producer in Paragraph 4(a) hereof.

(ii) Recorded Readings: The right to publish recorded readings by a single narrator
of the text of published print editions of the Property in the form of audiocassettes, audiodisks or similar
audio-only devices individually purchased by the end-user.

(iii) Electronically Read Editions: The right to publish the text of published print
editions of the Property in the form of CD-ROM, DVD, videocassette tape or similar electronically read
devices individually purchased by the end-user. Such electronically read editions may not contain visual
images (other than the text) or audio tracks of any kind.

Producer shall take all steps necessary to protect the copyright in the Property as it may be contained in any
publication by Producer. With respect to any excerpts from the Property (if any) used by Producer as aforesaid,
Producer shall identify Author as the author of the Property from which the excerpts were taken, but any summaries
of the Property (as distinguished from actual excerpts) shall not be attributable to Author.

(b) Stage Rights: Subject to subparagraphs (e) and (f) below, the right to perform the Property or
adaptations thereof on the live stage with actors appearing in person in the immediate presence of the audience
(including the right to record a cast album) provided no broadcast, telecast, photography or the reproduction of such
performance is made, except for archival purposes and for the use of customary minor excerpts in award programs
and for advertising and publicity purposes solely in connection with the exploitation of such stage rights.

(c) Radio Rights: Subject to subparagraphs (e) and (f) below, the right to produce for and broadcast
on radio audio-only versions of the Property and adaptations thereof; provided, however, that Producer shall have
the right to broadcast on radio excerpts from (not to be serialized) and publicity regarding the Property for
advertising and publicity purposes only (and not for sale or resale) and only in connection with the exercise of the
Rights granted to Producer hereunder; provided, however, that any such excerpts contained in a radio broadcast shall
be limited to 3 minutes in length. The foregoing limitation on serializing is not intended to and shall not preclude
Producer's broadcast of advertising or publicity materials in installments.

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 (d) Author Written Sequels: Subject to subparagraphs (e) and (f) below, the right to write and publish
printed versions of author written sequels to the Property, whether hardcover or softcover and in magazines or other
periodicals, whether in installments or otherwise. An author written sequel is a work of authorship, whether created
by or under license from Author before or after the creation of the Property, using one or more of the characters
appearing in the Property participating in different events from those found in the Property.

(e) Holdbacks: Except for publishing rights, Author shall not exercise or exploit, or suffer or
knowingly permit the exercise or exploitation of, any of the Reserved Rights until 5 years after the first general
release of the Picture in the United States, or 7 years after the date of exercise of the option by Producer, whichever
occurs first. Further, Author agrees that if Author writes a work which is an author written sequel to the Property,
Author will not dispose of or exploit rights in such author written sequel corresponding or equivalent to the Rights
(the "Equivalent Rights") or to the Reserved Rights other than publishing rights (the "Equivalent Reserved Rights")
until 5 years after the first general release of the Picture in the United States or 7 years after the date of exercise of
the option by Producer, whichever occurs first, it being acknowledged and agreed that, with respect to the
Equivalent Rights, Author's right to do so is in any case limited to new characters and material contained in such
author written sequel and not previously contained in the Property.

(f) First Negotiation: If Author at any time proposes to negotiate with any party for the license,
exercise or other disposition of any or all of the Reserved Rights (other than publishing rights), or the Equivalent
Rights or the Equivalent Reserved Rights, Author shall give Producer notice thereof and an opportunity to so
negotiate prior to Author so negotiating with any third party. If Producer elects to so negotiate, Author and Producer
shall negotiate in good faith for a period of not less than 30 days from the commencement of such negotiations, and
if an agreement does not result therefrom Author may thereafter negotiate with any third party. If Author is at any
time prepared to enter into an agreement with a third party for the license, exercise or other disposition of any or all
of the Reserved Rights (other than publishing rights), or the Equivalent Rights or the Equivalent Reserved Rights,
Author shall, before entering into such agreement, give Producer notice of the proposed terms thereof (and all
modifications of such terms) and the party involved. In each instance, Producer shall then have 10 business days in
which to elect to acquire the rights involved on the terms contained in the notice.

6. Representations and Warranties: Author hereby represents and warrants that: (a) the Property was
written solely by and is original with Author or, in minor part, in the public domain; (b) the Property is not based in
whole or in part on the life of any real person except as approved in writing by Producer; (c) neither the Property nor
any element thereof infringes the copyright in any other work; (d) the Property does not violate the rights to privacy
or publicity of any person or constitute a defamation against any person, or in any other way violate the rights of any
person whomsoever; (e) Author owns all rights assigned to Producer free and clear of any liens, encumbrances,
other third party interests of any kind, and, to the best of Author's knowledge, free of any claims or litigation,
whether pending or threatened; (f) Author has full right and power to make and perform this Agreement without the
consent of any third party; (g) Author has not previously authorized or consented to exploitation of the Property as a
motion picture production (including without limitation television, video and internet productions) or in any other
form of audiovisual exploitation and, to the best of Author's knowledge, the Property has not previously been so
exploited; and (h) without limiting Producer's rights to do so, Author will maintain copyright protection in the
Reserved Rights. The term "person" as used in this Agreement shall mean any person, firm, corporation or other
entity. Author shall indemnify Producer against any liability, damages, costs and expenses (including outside
attorneys' fees and expenses) incurred by Producer by reason of any claim which if true would constitute a breach of
any of Author's representations, warranties and/or agreements contained in this Agreement. Upon presentation of
any such claim to Author, or the institution of any such action naming either or both of the parties as defendants,
Author shall promptly notify Producer thereof. In any such claim or action, Author may engage independent
counsel, at Author's sole cost and expense, and said counsel may participate on Author's behalf, provided that
Producer shall be entitled to maintain control of the conduct of the defense of any such claim or action. Producer
shall have the right to adjust or settle any such claim or action as it may determine in its sole discretion in good faith
without affecting the foregoing indemnity.

7. Additional Documents: At Producer's request, Author will execute, acknowledge and deliver to
Producer any and all additional documents which Producer may reasonably deem necessary to evidence and
effectuate the purposes of this Agreement including, without limitation short-form options and assignments in the
form attached hereto. Author hereby irrevocably appoints Producer as attorney-in-fact with full power to execute,
acknowledge, deliver and record in the U.S. Copyright Office and elsewhere any and all such documents which

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Author fails to execute within 5 business days after Producer's request therefor. The appointment shall be a power
coupled with an interest. Concurrently with or promptly after execution by Author of this Agreement, and as a
condition to payment by Producer hereunder, Author will deliver to Producer a Publisher's Release in a form as
Producer has approved in writing, executed by an authorized signatory of each party to whom Author has granted
publishing rights in the Property.

8. Credit: Author shall receive credit on screen on a separate card in the main titles (meaning the
credits, whether before or after the body of the Picture, where the "directed by" credit appears) of all positive prints
of the Picture in connection with the Picture as follows (subject to applicable guild requirements): if the Picture as
initially released has the same title as the Property, in substantially the form: "Based on the novel by ___________",
otherwise in substantially the form: "Based on the novel entitled “________'' by ______________. No casual or
inadvertent failure by Producer to accord such credit, nor the failure for any reason by third parties to comply with
the provisions of this paragraph, shall be deemed a breach hereof by Producer.

9. Irrevocability and No Equitable Relief: All rights granted and agreed to be granted to Producer
under this Agreement shall be irrevocably vested in Producer in perpetuity, including without limitation, for the full
term of copyright protection everywhere in the world and any and all renewals, extensions and revivals thereof. No
breach by Producer of this Agreement shall entitle Author to equitable relief, whether injunctive or otherwise,
against or with respect to the Picture or any other works produced pursuant to the Rights granted hereunder or their
exploitation, it being acknowledged and agreed that Author's remedy of money damages in accordance with the
dispute resolution provisions set forth below is adequate. If the rights granted to Producer hereunder should revert
to Author pursuant to the provisions of any copyright law or similar law, and if Author is at any time thereafter
prepared to enter into an agreement with a third party for the license, exercise or other disposition of all or any of
such rights, Author shall, before entering into such agreement, give Producer notice of the proposed terms thereof
(and all modifications of such terms) and the party involved. In each instance, Producer shall then have 10 business
days in which to elect to acquire the rights involved on the terms contained in the notice.

10. Assignment: Producer shall have the right to assign any or all of its rights under this Agreement to
any person, and upon such assignment Producer shall have no further obligations to Author hereunder; provided,
however, that unless such assignment is to a so-called major or so-called mini-major motion picture company or a
United States television network (as those terms are commonly understood in the motion picture or television
industries at the time) which assumes such obligations in writing, or unless Author approves of such assignment,
such assignment shall not relieve Producer of its payment obligations to Author under this Agreement.

11. Miscellaneous:

(a) Entire Agreement: Except as herein expressly provided, this

Agreement cancels and supersedes all prior negotiations and undertakings relating to the Property and contains all
terms and conditions, pertaining to the subject hereof. If there is any conflict between any provision of this
Agreement and any present or future statute, law, ordinance, regulation or collective bargaining agreement the latter
shall prevail; provided, that the provision hereof so affected shall be limited only to the extent necessary and no
other provision shall be affected.

(b) Notices: All written notices which either party hereto is required or may desire to give to
the other shall be given by delivering or mailing the same to the other at the address shown on the face hereof, or at
such other address as may be designated in writing in a notice to the other given as aforesaid. Notices shall be
sufficiently given when hand-delivered or when the same shall be deposited so addressed, postage prepaid, in the
United States mail and/or when the same shall have been transmitted by facsimile or similar means and the date of
said delivery, mailing or transmission shall be the date of the giving of such notice.

(c) Governing Law/Dispute Resolution: This Agreement shall be construed in accordance

with the laws of the State of New York applicable to agreements executed and wholly performed within said state
and the parties consent to the exclusive jurisdiction of the state and federal courts thereof with respect to any and all
disputes arising under this agreement or related to its subject matter.

(d) Relationship of the Parties: This Agreement is not a partnership between or joint venture of the
parties hereto and neither party is the agent of the other. This Agreement is not for the benefit of any third party,
whether or not referred to herein. Paragraph headings and organization are for convenience only and shall not be

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used to construe meaning. A waiver of any breach shall not waive a prior or subsequent breach. All remedies shall
be cumulative and pursuit of any one shall not waive any other. This Agreement may be signed in counterpart, each
of which shall be deemed an original, but all of which together shall constitute the Agreement.

Producer

By: ____________________________
Its:

Author

____________ ____________

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