Associate Producer Agreement

77 W. 104th STREET
NEW YORK, NY 10025

October 21, 1999

Placebo Productions, Inc.
1022 8th Avenue
New York, NY 10019
Attention: Nora Proam, President

Dear Ms. Green,

This letter, when signed by you, will confirm our entire agreement:

  1. We propose to produce on the Off-Broadway theatrical stage in New York City presently entitled AUnbridled Youth@ by Gary Bates and Helen Hurls(the "Play") pursuant to a New York Limited Partnership Agreement to be formed with a capitalization of $400,000 but in no event less than $300,000.
  2. You shall have the right to approach up to two (2) potential offerees each of which shall be introduced to us by delivery of their names and addresses in writing within twenty-four (24) hours of your approach to them so that we, in our sole discretion, may determine whether or not to offer to sell limited partnership interests in Unbridled Youth L.P.(the "Partnership") to any of said potential offerees for an aggregate purchase price of not less than $40,000 to be paid not later than October 22, 1999. If we subsequently accept their contribution, it shall count toward your total contribution. It is expressly understood and agreed that the nature of our business relationship places us in a position of trust and confidence with repect to yourr potential offerees, offerees, contributors and investors. During a period of one (1) year from the date of this agreement we shall not for any reason, either
  3. Canyon Snyder Inc., Linke Theatrical Management, Inc. and Extravaganza Shows, Inc. shall be the General Partners (AGeneral Partners@). The General Partners collectively shall be entitled to fifty percent (50%) of the net profits of the Partnership as defined in the Limited Partnership Agreement (the "General Partners' Share"). The limited partners shall be entitled to the remaining fifty percent (50%) of the net profits of the Partnership as defined in the Limited Partnership Agreement (the "Limited Partners' Share"). If the capitalization is a full $400,000, and you cause to contribute $40,000, said contributor will receive 5% from the Limited Partners' Share. If we capitalize at less than $400,000 (but in no event less than $300,000) such percentage shall increase in the proportion that $40,000 bears to such lesser sum. Net Profits shall be defined as stated in the Limited Partnership Agreement as the excess of AGross Receipts@ over all AProduction Expenses@, ARunning Expenses@ and AOther Expenses@. Gross Receipts shall be defined as stated in the Limited Partnership Agreement and shall include all cash receipts inclusive of income from subsidiary rights.
  4. For your services as an Associate Producer and as an inducement for you to make the said contribution, we agree that you shall also receive:

    1. One (1%) percent additional participation in net profits out of the General Partners' Share for each four (4%) percent contributed or caused to be contributed by you. If the capitalization is a full $400,000, you will receive in addition to 5% from the Limited Partners' Share a bonus of 1.25% from the General Partners' Share; if we capitalize at less than $400,000 [but in no event less than $300,000] your percentage shall increase in the proportion that $40,000 bears to such lesser sum.
    2. In connection with productions of the Play produced by the Partnership you shall be entitled to receive billing credit among all associate producers in the same size of type and grouping as all other associate producers on the title page of all programs and in all posters in which the producers receive billing credit and you shall also receive a biography in the program limited to 45 words, but between us it is agreed that said billing shall not constitute you a General Partners with the rights and liabilities of a General Partners. We agree to indemnify and hold you harmless from any claim or liability (including reasonable legal expenses) to which you may become responsible or subject to as an alleged General Partners. You agree not to incur any liability for which the Partnership and we may be responsible, and you agree to indemnify and hold harmless the partnership and us therefrom. You and we both agree to do no act in violation of the securities laws of the United States or of any state. Except as provided herein billing credit size, location, type, color and all other characteristics will be at the sole discretion of the General Partners.
    3. You shall receive notice of all marketing, advertising, casting, artistic and business meetings with regard to the Play and shall have the right to attend the same, however, all business, financial, creative, personnel and artistic decisions of every nature shall be made by the General Partners, but the General Partners agree to consult with you on all major decisions, although you acknowledge that all final decisions will be made at the General Partners' sole discretion.
    4. The right to assign any part or parts of your limited partnership interests to other qualified persons, who will have the right to become substitute limited partners.
    5. The right to have one pair of good complementary orchestra seats for the official New York opening.
  5. You represent, warrant, and indemnify us that you shall not violate any federal or state securities law or similar statutes. The General Partners represent, warrant, and indemnify you that they shall not violate any state or federal securities laws or the Blue Sky laws of New Jersey and New York which are states in which the General Partners have caused a review of Blue Sky laws to be made. You recognize and agree that because of time constraints, compliance with certain other state Blue Sky laws relating to the sale of limited partnership interests hereunder may cause delay in the formation of the Partnership and that the General Partners reserve the right to refuse contributions from residents of such other states. In addition, you hereby represent that Placebo Productions, Inc. was not formed for the sole purpose of investing in the Partnership.
  6. At all times during the continuance of the Partnership, the General Partners shall keep or cause to be kept full and truthful books of account in which shall be entered fully and accurately each transaction of the Partnership. All of said books of account shall be at all reasonable times open to the inspection and examination of the Limited Partners or the representatives.
  7. Any dispute arising out of, in connection with or in relation to this agreement or the making or validity thereof, or its interpretation or any breach thereof shall be determined and settled by arbitration before one arbitrator in New York City, pursuant to the rules then obtaining of the American Arbitration Association. Any award rendered shall be final and conclusive upon the parties and a judgment thereunder may be entered in the highest court of the forum, state or Federal, having jurisdiction.
  8. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York with respect to contracts made and wholly performed therein. This agreement contains the complete agreement of the parties (superseding any and all prior or contemporaneous oral or written understandings among the parties) regarding the subject matter and may not be modified except in a writing signed by the parties.

Accepted and Agreed:
Canyon Snyder Inc.

by its President

Placebo Productions, Inc.

by Nora Proam, its President