CONTRACTOR AGREEMENT

 

 

                                                                     Exhibit 4.3

 

                              CONTRACTOR AGREEMENT

 

This Agreement is entered into as of December 31, 2001 between Odyssey Pictures

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

Parkway, Suite 104, Dallas, Texas 75248 and Francesco Lucente, residing at:

11434 Moorpark Street, Suite 104, Studio City, California, 91604 USA

 

         1.       Term. The term of this Agreement shall commence on January 1,

                  2002 and end on December 31, 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 Vice President of Production 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 full business time and energies to the

                           performance of his 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

                  rateof $60,000 per year during the Term, payable in

                  semi-monthly installments on the first and sixteenth of every

                  month. An annual review between Odyssey and Contractor shall

                  occur no later than one (1) week prior to the anniversary date

                  of thecontract. 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.

 

         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)      $50,000 for each finished motion picture

                                    acquired pursuant to a signed binding

                                    contact brought to Odyssey by Contractor;

 

                           (ii)     $75,000 for each motion picture for which

                                    Odyssey has Concluded Negotiations, whose

                                    direct cost budget is $7,000,000 or less,;

 

                           (iii)    $150,000 for each motion picture for which

                                    Odyssey has Concluded Negotiations, , whose

                                    direct cost budget is between $7,000,000 and

                                    $15,000,000;

 

                           (iv)     $250,000 for each motion picture for which

                                    Odyssey has Concluded Negotiations, whose

                                    direct cost budget is more than $15,000,000.

 

                  b)       When Paid. Each bonus shall be paid no later than

                           five (5) business days following the later of the

                           start of: a) principal photography according to such

                           motion picture's approved draw schedule; or b)

                           funding for the producer's line item per the approved

                           draw schedule.

 

         7.       Other Services. Contractor may be, during the Term, required

                  to or assigned to the position of Director of certain motion

                  pictures and television (mini) series or motion pictures that

                  Odyssey shall undertake (Other Services). In this case, a

                  separate agreement shall refer and outline the detail of the

                  Other Services and Odyssey may grant a leave during the time

                  that Contractor's services are used on an exclusive basis for

                  a particular project.

 

         8.       Vacation. Contractor shall be entitled to two (2) weeks of

                  paid leave from his duties per year during the Term.

                  Contractor shall request such leave thirty days prior to the

                  date of leave and keep the Chairman of the Board and/or

                  President of Odyssey fully advised of Contractor's location

                  and telephone numbers where Contractor can be contacted during

                  such paid leave and will maintain reasonable contact with the

                  offices of Odyssey during such vacations.

 

         9.       Benefit Plans. Contractor shall be entitled to participate in

                  such medical insurance, disability insurance and pension and

                  other Contractor plans as Odyssey shall from time to time make

                  available to the senior executives of Odyssey.

 

 

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         10.      Reimbursable Expenses. Contractor shall be reimbursed for all

                  reasonable business expenses incurred by Contractor on

                  Odyssey's behalf in the performance of his duties hereunder

                  against presentation of itemized accounts of such

                  expenditures, prepared in accordance with Odyssey's practices

                  consistently applied. Reimbursements shall be made only after

                  written request therefore. Such request shall generally be

                  submitted not less frequently than every thirty (30) days.

.

         11.      Termination. This Agreement (subject to any cure periods

                  provided for hereunder) may be terminated by Odyssey prior to

                  the end of the Term for the following reasons by written

                  notice to Contractor:

 

                  (a)      upon permanent physical or mental disability of

                           Contractor (for purposes of this Agreement, permanent

                           physical or mental disability shall be deemed to have

                           occurred when, as a result of physical or mental

                           illness, Contractor has been unable to materially

                           perform Contractor's duties as set forth in Paragraph

                           1 hereof for a period of one (1) calendar month); or

 

                  (b)      notwithstanding any requirement of written notice,

                           immediately upon the death of Contractor; or

 

                  (c)      Upon:

 

                           (i)      refusal by Contractor to follow a lawful and