ent000341-015

Nov 09 00 11:48a NOV. 8,2000 6:41PM Mark Whitney Piersor 3238764397 NO.152 P. 6^9 p.5 (m) Player acknowledges that Player's services for the Picture, and all results and proceeds thereof, are and shall be Producer's sole and exclusive property, it being acknowledged that such results and proceeds and any resulting Picture are a specially commissioned work by Producer for use in a motion picture in which Player retains no rights, whatsoever, and constitute a work made for hire for Producer under applicable U??3. copyright laws. Producer may use Player's name, performance and likeness in and in connection with: (i) the Picture; (ii) the advertising and promotion thereof and trailers; and (iii) "by products" of the Picture, defined as any and all works or other uses derived from the Picture, in any and all media, now known or hereafter devised; however, Player shall not be depicted as endorsing any product or service in connection therewith. (n) Special Provisions (if any): (i) Producer has advised Player (and Lender, if any) that Producer is not a signatory to any U.S. collective bargaining agreements which would otherwise be applicable to Player's services had Player been engaged to render services in the United States ("Collective Bargaining Agreement(s)"), including, without limitation the Screen Actors Guild Codified Basic Agreement, Producer and Player acknowledge that Player's services are to be rendered outside the jurisdiction of any such Collective Bargaining Agreement(s) and that Player has been engaged under circumstances under which no Collective Bargaining Agreement(s) applies. Accordingly, this agreement is not subject to any such Collective Bargaining Agreement(s). Player acknowledges that Producer will acquire all rights in the results and proceeds of Player's services on a "Buy Out" basis and that Player shall be responsible for reporting and for any taxes upon Player's compensation hereunder. (ii) Assignment: Producer may assign this Agreement, in whole or in part, at any time to any party, as Producer shall determine in its sole discretion, provided that no assignment shall relieve Producer of its obligations hereunder unless such assignment shall be to; (i) a "major" motion picture studio or distributor, as those terms are understood in the motion picture industry in Los Angeles, California; (ii) the United States distributor of the *Elvira'g Haunted Hills"/Deal Player Agreement Jerry JarikaoruDealMamn vl