CONTRACTOR AGREEMENT

 

                                                                     Exhibit 4.2

 

                              CONTRACTOR AGREEMENT

 

This Agreement is entered into as of February 10, 2004 between Odyssey Pictures

Corporation, a Nevada corporation ("Odyssey"), with offices at 16910 Dallas

Parkway, Suite 104, Dallas, Texas 75248 and Ian Jessel, residing at: 16904 Donna

Ynez Lane Pacific Palisades, CA 90272 (herein referred to as "Contractor") or as

both may be referred to herein from time to time as the Parties (the "Parties").

 

The term of this Agreement shall commence on February

                  15, 2004 and end on June 30, 2005 (the "Term"), unless this

                  Agreement is earlier terminated pursuant to the provisions of

                  Paragraph 11.

 

         2.       Services.

 

                  (a)      Odyssey hereby enters into this agreement with

                           Contractor as International Consultant of Odyssey

                           with powers and duties consistent therewith and as

                           may be delegated or assigned by the Board of

                           Directors of Odyssey or its Chief Executive Officer

                           and/or President from time to time, and Contractor

                           hereby agrees to accept such engagement on the terms

                           and conditions herein set forth.

 

                  (b)      Contractor's services shall be performed at

                           Contractor's own facilities. Contractor understands

                           and agrees that Contractor's duties may require

                           extensive temporary travel both in the U.S. and

                           abroad. Contractor's travel and accommodations will

                           be in accordance with Odyssey's company policy for

                           executive travel and accommodations as it is or may

                           change from time to time; provided, however, in the

                           event that it is necessary for Contractor to travel

                           in connection with his duties hereunder, with a major

                           director or star who travels first class, Contractor

                           shall be entitled to also travel first class. If

                           Contractor is required to stay overnight in a hotel

                           in connection with his duties hereunder, Contractor

                           shall be entitled to stay at a hotel of his choice in

                           at reasonable room rates. Contractor shall be

                           entitled to a per diem of no less than $150.00 per

                           day.

 

                  (c)      During the term of this Agreement, Contractor shall

                           devote his non-exclusive duties hereunder in an

                           honest manner and under the direction of the Board of

                           Directors of Odyssey and/or its Chief Executive

                           Officer and/or President.

 

         3.       Fixed Compensation. Odyssey shall pay Contractor a contract

                  rate of $240,000 during the Term, payable in 16 monthly

                  installments of $15,000 (the "Installments") on or before the

                  last day of every month. A review between Odyssey and

                  Contractor shall occur no later than one (1) week prior to the

                  anniversary date of the contract. During such review, Odyssey

                  and Contractor shall determine whether an increase in base

                  rate and bonuses and participations, including travel and

                  accommodations, per diem, and their related terms and

                  conditions shall be recommended to the Board of Directors for

                  approval. During the first two months of the agreement the

                  installments shall be paid only in cash. Commencing on the

                  third month of the agreement the installments may be paid in

                  cash or stock. In the case of stock, Odyssey shall cause to

                  have registered such shares under the rules of "S-8" pursuant

                  to the Securities Act of 1933 ("S-8 Shares") and such issue

                  shall be based upon the price of trading on the particular day

                  that they are agreed to be issued.

 

         4.       Stock Options. Odyssey hereby grants Contractor qualified

                  stock options to purchase shares of Odyssey's Common Stock,

                  pursuant to r any plan subsequently adopted and approved by

                  the Board of Directors or the stockholders or both

                  (individually and collectively, the "Plan") at an exercise

                  price equal to the fair market value of Common Stock, as

                  quoted on NASDAQ on the date prior to the date hereof (the

                  "Exercise Price"). The Options are exercisable in whole or in

                  part or in parts at any time up to the end of the Term,

                  subject to earlier termination pursuant to the Plan or as

                  herein provided. Options granted under this Paragraph 4 shall

                  not be transferable by Contractor.

 

 

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         5.       Use of Odyssey's Staff. Contractor shall be entitled to use

                  the assistance of the staff of Odyssey or that of other

                  secretaries employed by Odyssey for the purpose of performing

                  Contractor's necessary duties.

 

         6.       Bonus. Contractor shall be entitled to receive a cash bonus

                  for each motion picture for which Odyssey has "Concluded

                  Negotiations" (defined as a contract signed by all parties and

                  without any remaining contingencies) during the Term with

                  respect to the right to distribute said motion picture in the

                  Foreign Territory (the world, other than the United States,

                  Canada, their territories and possessions, military and

                  diplomatic installations wherever situated and common carriers

                  flying the United States or Canadian flag) or Domestic

                  Territory (the United States and Canada and their territories

                  and possessions, military and diplomatic installations

                  wherever situated and common carriers flying the United States

                  or Canadian flag), or both the Foreign and Domestic

                  Territories.

 

                  a)       Payment Structure. Odyssey shall pay the following

                           Bonuses, based on the completions status as described

                           below, to Contractor for up to a maximum of eight (8)

                           pictures:

 

                           (i)      $25,000 for each motion picture for which

                                    Odyssey has Concluded Negotiations, whose