EXHIBIT 10.16 - SATURN AMENDMENT
This Amendment Agreement ("Amendment') is effective May 31, 2005 ("Effective Date"), by and between Mac
Filmworks, Inc. ("Purchaser" or "Company") and Saturn Productions, Inc. ("Seller") (Purchaser and Seller
known collectively as the "Parties").
WHEREAS, the Purchaser and Seller entered into an asset purchase agreement dated July 1997 ("Purchase
Agreement") for the sale and purchase of 300 English language feature film master recordings as further described
in Exhibit "A" of the Purchase Agreement, intellectual property relating to the 300 films and other property as
described in the Purchase Agreement (the films, intellectual property and other property known as the "Assets");
WHEREAS, the purchase price of the Assets in the Purchase Agreement was $145,000 in a six percent (6%)
secured promissory note ("Note"), $5,000 cash and 29,000 shares of restricted Company common stock;
WHEREAS, the Parties have agreed to amend the Purchase Agreement in accordance with the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein, the Parties hereby agree
1. Purchaser agrees to pay $105,000 for settlement in full of the Note and all other liabilities under the Purchase
Agreement, payable on the Effective Date.
2. Seller agrees to cancel the Note and accept $105,000 payment for settlement in full of all existing liabilities of
Purchaser under the Purchase Agreement.
3. Seller agrees and that $105,000 represents all of the money owed by Purchaser to Seller.
4. Seller agrees to forever discharge Purchaser from any claims, losses, liabilities, or monetary obligations,
demands and causes of action, known or unknown, whether in contract or in tort, arising from or related to the
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set above.
Saturn Productions, Inc.
Mac Filmworks, Inc.