Mr. Michael Smith
M. Smith Film Productions
1234 Main Street
Movie Town, USA 12345

Re: Agency Packaging Agreement

Dear Mr. Smith,

This letter (the "Agreement") sets forth the material terms of the agreement between Agency for the Superstars, Inc. ("us") and M. Smith Film Productions ("you") regarding our representation of you.

You hereby engage us as your sole and exclusive packaging agent in television, cable and all related media throughout the world for a period of one (1) year from the date of full execution of this Agreement (the "Term"). We hereby accept such engagement and agree to seek offers for each Program and to negotiate on your behalf with respect to such offers. Any and all agreements are subject to your prior approval and require your signature. For the purposes of this agreement, a Program (the "Program") shall be defined as any production made for television including but not limited to television movies, mini-series, specials and series.

In consideration for our services, you agree to pay us during and after the Term, and you hereby irrevocably assign to us, the following commission (the "Commission"):

1. Three percent (3%) of the "Network License Fees" (as defined below) received for the initial telecast of each Program upon your receipt (or receipt by a third party on your behalf) of the Network License Fees and three percent (3%) of the Network License Fees deferred and paid out of fifty percent (50%) of one hundred percent (100%) of the first "Profits" (as defined below). The deferred portion of the Commission will be paid to us as and when profits are paid to you (or to a third party on your behalf) or to any other thirty party profit participant.

2. Ten percent (10%) of the "Profits" (as defined below) with respect to all exploitation and/or disposition of each Program, including, without limitation, television broadcasts and merchandising, without deferment. The ten percent (10%) Commission will be paid to us as and when profits are paid to you (or to a third party on your behalf) or to any other third party profit participant.

3. For purposes of this Agreement, "Profits" shall be defined as the total of all monies or other consideration of any kind or character derived from the exploitation and/or disposition of each Program (and any and all elements thereof and ancillary and subsidiary rights thereto) from all sources and uses and in all media now known or hereafter devised throughout the universe in perpetuity less the actual direct costs (the "Negative Costs") incurred in the production of each Program, including, a reasonable and customary production fee and overhead not exceeding ten percent (10%) of the total of the Negative Cost, firm non-contingent fixed fees payable at a specific time in the future, our Commission when actually paid, sales fees, the actual costs of editing, rerun fees, dubbing and any other actual costs directly attributable to the exploitation and/or disposition of each Program, the property and/or rights therein (but excluding any deduction whatsoever for any ownership interest or profit participation for any person or entity). Our deferred Commission, contingent rerun costs, and any other contingent deferments or obligations shall not be treated as a cost until actually paid.

4. For purposes of this Agreement, "Network" is defined to include ABC, CBS, NBC, Fox, Paramount, FX, CW, TNT, TBS and USA and "Network License Fees" is defined as the total monies or other consideration paid by the Network to license each Program.

5. If this Agreement applies to more than one filmed or taped primetime network program or series, then the deferment, if any, and profits hereunder, shall be computed separately as to each such program or series.

6. All of the programs of a series produced during each year of a production term for such series shall be grouped together and each such group of programs of a production year shall be a separate accounting unit, provided, however:

(a) Any profits from any prior accounting unit shall be applied against a deficit (if any) in any succeeding accounting unit to determine whether any deferment applies and the extent thereof pursuant to paragraph (1) hereof.

(b) Unrecouped production losses from any prior accounting unit shall be carried over from one accounting unit to subsequent accounting units for the purpose of computing what portion of our Commission, if any, shall be deferred pursuant to paragraph (1) hereof.

7. With respect to all exploitation and/or disposition of each Program (and any and all elements thereof and ancillary and subsidiary rights thereto), other than the initial first run primetime Network telecast, our customary ten percent (10%) Commission will be paid upon your receipt (or receipt by a third party on your behalf) of the monies or other consideration paid for the license or acquisition of each Program (and/or any and all elements thereof and/or ancillary or subsidiary rights thereto). Without limiting the generality of the foregoing, we shall receive our customary Commission, without deferment, on account of Network or off-network (i.e., syndicated) repeat broadcasts and/or other non-network uses of each Program. The deferment provided for in this Agreement shall in no event apply to programs intended for broadcast on any basis other than an initial first run primetime Network broadcast.

8. You shall pay to us ten percent (10%) of the development monies paid to you (or to a third party on your behalf) as an advance against the Commissions payable to us hereunder. Moreover, in the event that a third party refuses to recognize that we are entitled to a "package fee" and we agree to relinquish our right to a "package fee," then you will pay to us ten percent (10%) of the total monies or other consideration paid to you (or to a third party on your behalf) from all exploitation and/or disposition of each Program (and any and all elements thereof and ancillary and subsidiary rights thereto).

9. This Agreement covers any agreement(s) (whether oral or written) made and/or entered into during the Term of this Agreement with respect to each Program (or any elements thereof and ancillary and subsidiary rights thereto) and any substitutions, replacements, modifications and extensions of such agreement(s) whether made and/or entered into during or after the Term of this Agreement. This Agreement also covers any agreement (whether oral or written) made and/or entered into by you within ninety (90) days after the expiration of the Term of this Agreement, provided that it is on the same or similar terms of any offer made to you during the Term of this Agreement by the same offeror or a person or entity connected with such offeror.

10. You agree to furnish customary accountings to us which will include, without limitation, a complete calculation of the Commission (including, without limitation, with respect to the deferred portion of the Commission and the "back-end" portion of the Commission) not less than on an annual basis. You agree that we have the right to audit your books and records with respect to each Program on an annual basis during such time as each Program (and/or any elements thereof and/or ancillary or subsidiary rights thereto) are being exploited and for a period of three (3) years thereafter. You agree to use reasonable good faith efforts to ensure that we have the right to participate in your audits of third parties with respect to the disposition and/or exploitation of each Program.

By signing this Agreement below, we acknowledge or acceptance of the foregoing agreement between us as of the date set forth above.

AGREED AND ACCEPTED:

AGENCY FOR THE SUPERSTARS, INC.

By: __________________________________
Roger A. Out, President

Date: ______________________

M. SMITH FILM PRODUCTIONS

By: __________________________________
M. Smith, President

Date: ______________________