This agreement (hereinafter referred to as the "Agreement") is entered into this the 27th day of March, 1993, by and between Filmright, Incorporated (the "Production Company") and Semi-Great Filmmakers of America, Inc. (the "Other Film Company").

1. Limited Grant of License--In consideration of the payment of Ten Thousand Dollars ($10,000.00), receipt of which is hereby acknowledged, the Other Film Company hereby agrees and grants to the Production Company, and to the Production Company's licensees, assignees and successors, the limited right to photograph, record, reproduce or otherwise use the below mentioned items, names, products, trademarks, service-marks, trade names, logos, copyrighted material and/or other materials (the "Materials") in and in connection with the production, exhibition, exploitation, advertising and promotion of the motion picture entitled "Invasion From Chunga" (the "Picture"), in any and all media and manner which currently exist or which may exist in the future throughout the universe and in perpetuity.

2. Description of Photo and Recording--The Materials are described as follows:

A black & white 8 x 10 glossy photograph of the battle scene and final explosion which appeared in the 1988 Worldwide Pictures feature film release entitled "The End of the World As We Know It" (the "Film"); and

The sound recording of the battle sounds and explosion which accompanied the above described scene from which the photograph was taken.

3. No Additional Rights--The limited license granted herein does not include the right to use the still and sound recording from the Film in any other motion picture, television or video program, publication or recording. The Production Company understands and agrees that all rights in the photograph, recordings, reproductions and other uses of the Materials as permitted herein shall be the sole and absolute property of the Other Film Company and that any other uses of such Materials other than those set forth herein shall require an additional license from the Other Film Company..

4. No Obligation to Use--The Other Film Company acknowledges that the Production Company is not hereby required to use the Materials in or in connection with the Picture.

5. The Other Film Company's Warranties--The Other Film Company hereby represents and warrants that it has the right and authority to enter into this Agreement and to grant the rights granted by it herein; that the consent of no other person, firm, corporation or otherwise is required to enable the Production Company to use the Materials as described herein and that such use will not violate the rights of any kind of any third parties.

6. Mutual Indemnification Provision--The Production Company agrees to indemnify and hold harmless the Other Film Company, its officers, employees, shareholders, representatives, assignees, licensees and each of their successors-in-interest from and against any and all liabilities damages and claims (including attorneys' fees and court costs) arising from the Production Company's use hereunder of the Materials (unless such liabilities, damages or claims arise from a breach of the Other Film Company's warranties and other agreements herein). The Other Film Company agrees to indemnify and hold harmless the Production Company, its officers, employees, shareholders, representatives, assignees, licensees and each of their successors-in-interest from and against any and all liabilities, damages and claims (including attorneys' fees and court costs) arising out of use of the Materials or the rights granted hereunder.

IN WITNESS WHEREOF, the parties have hereunto set their names and signatures as of the date first above written.

PRODUCTION COMPANY--Filmright, Incorporated

By: __________________________________
James W. Producer, President

THE OTHER FILM COMPANY--Semi-Great Filmmakers of America, Inc.

By: __________________________________
Joe D. Grungeking, President