ASSET PURCHASE AGREEMENT
This Agreement, dated as of August 14, 1997, is by and between Mac Filmworks, Inc., ("MFI") a Texas
corporation (the "Purchaser") and Jim McCullough Productions, Inc. ("JMP"), a Delaware Corporation (the
W I T N E S S E T H:
WHEREAS, Purchaser desires to purchase certain of Seller's assets subject to the terms and conditions set forth
herein and Seller desires to sell those assets to Purchaser; and
WHEREAS, Seller has the power and authority to enter into and carry out the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual representations, warranties and covenants herein contained,
and on the terms and subject to the conditions herein set forth, the parties hereto hereby agree as follows:
Purchase and Sale
1.01. Sale and Purchase of Assets. Subject to and upon the terms and conditions contained herein, at the Closing
(as hereinafter defined), Seller shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all
liens, claims and encumbrances, and Purchaser shall purchase, accept and acquire from Seller, the following:
(i) (a) One (1) English-language feature film master recording in 35 mm and 1-inch video feature film.
(b) Three (3) completed and developed film scripts further described as "movie elements for video masters" and
suitable for conversion to one-inch format, as listed in Exhibit "A" hereto.
(c) Seller's rights in the underlying contracts and all rights owned or controlled by Seller for the exploitation and
other use of such master recordings pertaining thereto, together with the exclusive right, title and interest in and
possession of all such master recordings.
(ii) (a) All available collateral materials, including without limitation, trailers, scripts still photographs, posters and
press kits relative to the film masters listed in (i) above.
(iii) Any copyrights, copyright registration applications, trademarks, trademark registrations, trademark