General Manager Agreement

May 2, 2000

Re: "XXXXXX"(the "Play")

Dear Sirs:

      When signed by you, this will constitute the entire agreement between you and ourselves, _____________________ LLC (hereinafter "Producer"), in connection with the management of an Off-Broadway production (the "Production") of the play by ----------- currently entitled "XXXXX" (the "Play") in accordance with the terms and conditions hereinafter set forth.

  1. Producer hereby agrees to engage you and you hereby agree to provide the services of Mr. Steward ("Steward") as General Manager for the run?of?the?Play for the aforementioned Production, with such services to commence as of the date hereof and to end three (3) weeks after the close of all productions of the Play the Producer produces for which you render services hereunder or upon abandonment of the Production prior to presentation of any performances, whichever is earlier. Steward's services hereunder are nonexclusive and Producer specifically acknowledges that he may be rendering services to others during the term of this agreement; provided, however, that services so rendered to others shall in no way interfere with your obligation to provide Steward's services hereunder.
  2. You will cause Steward to perform to the best of his ability and with all due diligence the services of a General Manager for a first rate production in connection with all presentations of the Play for which you are engaged by Producer. These duties include, but are not limited to, working in conjunction with the Producer and the production attorneys on authors' options, financing documents and budgets, negotiating and administering contracts for actors, directors, designers, theatre, advising on publicity and advertising layout, working in conjunction with the production accountants on production and operating statements, assigning and administering house seats, paying bills (to the extent of available funds provided by Producer), assisting Producer with all routine and customary financial matters with respect to the play, maintaining records and files of the above and generally being available as consultant to the Producer.
  3. With respect to Steward's services for the Production as General Manager, you shall receive, as your and his entire aggregate compensation, the following:

    1. A pre?production fee of Six Thousand ($6,000.00) Dollars; Thirty Five Hundred ($3,500.00) Dollars of which is to be paid upon signing this agreement, Twenty Five Hundred ($2,500.00) Dollars of which is to be paid at the latter of June 5, 2000 or two (2) weeks prior to the date of the first rehearsal for the Play. In the event rehearsals do not commence before July 1, 2000, additional monthly payments of Five Hundred Dollars ($500.00) commencing July 1, 2000, due and payable on the first day of each month thereafter shall be paid until two (2) weeks prior to commencement of rehearsals for the Play. If the total of all such payments, including the initial two fee payments, is greater than $7,500.00 at the first rehearsal for the Play, then Fifty Percent (50%) of such overage shall be applicable to Fifty Percent (50%) of the weekly fee payments due as per paragraph 3.b. below. In the event the production is completely abandoned by Producer in writing, no additional payments, except for the initial two payments, will be due if such payments were due after the date of such abandonment.
    2. Commencing two (2) weeks prior to the first day of rehearsal, a weekly fee of One Thousand Two Hundred Fifty ($1,250.00) Dollars, will be paid continuing through three (3) weeks following the close of the Production, or two (2) weeks the production runs for less than six (6) months. Effective with the week following recoupment of the production costs of the Production, but not later than six (6) months from the official opening night of the Production, there shall be an increase in the weekly fee of One Hundred Fifty Dollars ($150.00) and One Hundred Dollars ($100.00) annually thereafter.
    3. In addition, One Percent (1.0%) of the net profits of the limited partnership or other entity formed to produce the Play, to be paid at the same time as profits are distributed to the investors or any other profit participants, and subject to the same rights of refund applicable to General Partner and/or Limited Partner profits.
    4. Commencing two (2) weeks prior to the first day of rehearsal and continuing through three (3) weeks following the close of the Production, Producer shall pay you a weekly office charge of One Hundred Fifty Dollars ($150.00) per week. Producer shall also reimburse you for any and all reasonable expenses incurred by you on behalf of the Production including, but not limited to, local and long distance phone service, messengers, postage, stationery, facsimile and copying services upon submission by you of receipts for such expenses.
    5. In the event Producer produces the Play either on Broadway or in a mid-Broadway like the Helen Hayes Theatre, Producer agrees to negotiate in good faith a different rate structure commensurate with industry standards for such production.
    6. All payments shall be made payable to Stewardship Theatrical Management, ___________________, New York NY 10036, unless and until such time as you instruct Producer differently in writing.
  4. Any time your services are required at Producer=s request outside of New York City for the Production, Producer shall provide you with hotel accommodations and pay you Fifty ($50.00) Dollars for each day for living expenses, plus reimbursement for economy class transportation.
  5. In addition to the compensation set forth above in connection with each production of the Play for which you render general management services hereunder, Producer will pay for the services of a Company Manager, to be retained and compensated in accordance with applicable ATPAM minimum terms and conditions, whom you shall choose, subject to Producer's approval. Said Company Manager shall continue on the Production's payroll until two weeks following the close of the Production.
  6. Except for a licensed production to a bona-fide not-for-profit regional theatre with an in-house general manager, or for a licensed production where Producer receives no more than billing and/or a royalty of not more than two percent (2%) of the box office gross and/or five percent (5%) of the net profits of the licensed production and where such production is not directed by -------------, in the event Producer produces or licenses one or more additional companies of the Play in the United States or Canada, and you are ready, willing and able to serve in accordance with such production=s schedule and are not in default hereunder, you shall have the option to provide Steward's services as General Manager for each such company on terms and conditions, commensurate with industry standards, to be negotiated in good faith by both parties, but in no event less favorable than the terms provided for herein (adjusted according to the size of the theatre and the relative costs of full priced tickets of such production versus full priced tickets for the Off-Broadway production contemplated herein if such ticket price is lower for the additional production).
  7. You shall receive for every production of the Play for which you serve as General Manager the following credit in the first position of the credit section in the rear of the theatre program where other managerial, technical and professional people are credited:
    Mr. Steward

    In the event the Casting Director and/or Press Representative receive billing on the Title Page of the program, or on the poster or any advertisement for the Play, you shall receive similar billing in the same size and placement.
  8. Nothing in this agreement shall be deemed to create a partnership, joint venture or similar relationship. You are not responsible for any debts, costs, expenses, obligations or liabilities of the Production. Producer holds you and your officers, directors, employees and agents harmless and indemnifies you and them against any and all charges, expenses (including, without limitation, reasonable counsel fees) and claims made against you or them by reason of the production and presentation of the Play by Producer resulting from any cause other than your fraud, gross negligence or willful misconduct. You likewise hold Producer harmless and indemnify Producer against any and all charges, expenses and claims made against Producer resulting from your fraud, gross negligence or willful misconduct, your breach of any material provision of this agreement, or other actions taken outside the purview of this agreement.
  9. It is understood that the General and Company Managers will work out of the General Manager's office at a location of your choice. It is understood that the books and records related to matters customarily administered by the General Manager will be maintained at the office of the General Manager and will be available for inspection by Producer or Producer's representative at all times provided you are given reasonable notice thereof. All books and records shall be maintained according to applicable City, State and Federal laws. You shall maintain the manager's account (as such term is defined in the theatrical industry) checkbooks for the Production and be able to sign such checks singly. You shall also maintain the capital account (as such term is defined in the theatrical industry) from which transfers to the manager's account will be made as needed. All checks issued by you shall be in compliance with all applicable City, State and Federal laws. For each production for which you render services hereunder, you agree to transfer the books and records of such production to the Producer at Producer's request. In the event you are requested by Producer to maintain such books and records for a period longer than one year from the close of the final production of the Play for which you serve as General Manager hereunder, you shall receive an annual fee of One Thousand Two Hundred Fifty ($1,250.00) Dollars. You shall notify Producer not later than one (1) month prior to the completion of such year.
  10. All services rendered hereunder by Steward, you and/or any of your employees and/or agents shall be performed under Producer's direction, and all business, artistic and other decisions, including without limitation all contracts and agreements, shall be subject to Producer's prior approval.
  11. This agreement shall be interpreted under the laws of New York State applicable to agreements entered into and to be wholly performed in such state.
  12. Any disagreement or dispute arising out of this agreement between the parties shall be settled by arbitration in New York City pursuant to the then-current rules and regulations of the American Arbitration Association, using a single arbitrator, such decisions to be binding upon the parties.
  13. This agreement incorporates the entire understanding of the parties, and may not be changed, modified or terminated orally.
  14. The Producer shall have the right to assign all or any part of its rights and obligations hereunder to any entity formed to produce the Play, provided such entity assumes in writing the Producer's obligations hereunder. You shall not have the right to assign all or any part of your rights and obligations hereunder to any other person or entity without my prior written consent.
  15. Producer shall have the right to terminate this agreement on fifteen (15) days written notice in the event of Steward's death or disability to the degree that Steward is unable to satisfactorily perform the services of a General Manager as outlined hereunder. In the event of such termination, all further payments to you or Steward hereunder shall cease, provided, however, that payment of any and all sums due at the time of such termination shall promptly be made to Steward=s estate, guardian or other legal representative.
  16. All payments due to you hereunder shall be made to and in the name of Stewardship Theatrical Management Inc. It is understood that you shall be responsible for and shall hold us harmless against any governmental withholding requirements (including without limitation any applicable taxes and Social Security contributions), and any and all other contributions required by federal, state or local law or regulations (including without limitation unemployment insurance) with respect to services rendered hereunder by Steward, you and/or any of your employees and/or agents.

    Very truly yours,

    ---------------- LLC.

    By ----------------

    Agreed to and Accepted:

    by: Mr. Steward, President