DATED 14—n” .L.t 2011

AARDMAN ANIMATIONS LIMITED (I)

-and-

STEVEN ROYSTON BOX (2)

ASSIGNMENT AND DIRECTOR’S DEVELOPMENT AGREEMENTin respect of an animated feature film provisionally entitled

“Young Nostradamus”

DDavenport Lyons

30 Old Burlington Street, London, W1S 3NL EnglandTelephone: +44(0)20 7468 2600

Fax: +44(0)20 7437 8216Email: dkdavennortlyons.com

Web: www.davenportlyons.com

CONTENTS

1. DEFINITIONS 1

2. CONDITIONS PRECEDENT 4

3. ENGAGEMENT 5

4. EXCLUSIVITY 6

5. DIRECTOR’S DIRECTING SERVICES 6

6. DIRECTOR’S WRITING SERVICES 7

7. WORKING TIME REGULATIONS 8

8. REMUNERATION 9

9. ACCOUNTS 14

10. EXPENSES AND TRANSPORTATION AND PREMIERE 15

11. HEALTHANDSAFETY 15

12. CUTTING RIGHTS 16

13. CREDIT 16

14. RIGHTS AND CONSENTS 19

15. LIABILITY EXCLUSIONS AND TURNAROUND 21

16. REPRESENTATIONS AND WARRANTIES 22

17. DIRECTOR’S HEALTH AND INSURANCE 24

18. SUSPENSION 25

19. TERMINATION 26

20. REMAKES AND SEQUELS 27

21. INJUNCTIVE RELIEF AND NO RECISSION 28

22. NO WAIVER 26

23. NO PARTNERSHIP 28

24. PARTIAL UNENFORCEABILITY 28

25. NOTICES 29

26. RIGHTTO ASSIGN 29

27. FURTHER DOCUMENTS 30

28. DVD 30

29. COMPANY INDEMNITY 30

30. INSURANCE .31

31. INSTITUTION OF LEGAL ACTION 31

32. ENTIRE AGREEMENT 31

33. DATA PROTECTION 31

34. GUILDS 32

35. GOVERNING LAW 32

36. THIRD PARTIES 32

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AGREEMENT dated the I!+day of cJtOj é 2011

BETWEEN:

(1) AARDMAN ANIMATIONS LIMITED (Company No. 02050843) of Gas Ferry Road,Bristol BS1 SUN (the “Company” which expression shall be deemed to include itssuccessors, licensees and assigns); and

(2) STEVEN ROYSTON BOX of 32 Ridgeway, Long Ashton, Bristol, BS1 9ES (the“Directofl.

WHEREAS:

(A) The Director has written an original outline provisionally entitled ‘YoungNostradamus” and created certain other materials in connection therewith suitablefor use in the development of an animated feature film provisionally entitled “YoungNostradamus” which the Company intends but does not undertake to produce.

(B) The Director has agreed to create certain further materials if required so to do by theCompany in connection with the development of the Film (as defined below).

(C) The Director has agreed to assign all rights, title and interest in and to all of theforegoing materials and the Film to the Company on the terms of this Agreement.

(D) The Director shall have a right of first refusal to direct the Film on the terms of thisAgreement.

(E) The Company shall be entitled (but not obliged) to engage the Director to write thescript for the Film on the terms of this Agreement.

NOW IT IS AGREED:

1. DEFINITIONS

1.1 In this Agreement the following words and expressions shall unless the contextotherwise requires have the following meanings:

the “Act” the Copyright Designs and Patents Act 1988 asamended from time to time or any otherenactment which replaces it;

“Budget” the final budgeted cost of the Film approved bythe Company and the Financiers;

“Business Day” a day other than a Saturday or Sunday onwhich banks in London are open for normalbusiness;

“Derivative Film Material” any trailers, documentaries, DVD “extras”,bonus materials, EPK’s, making-of films,behind-the-scene films or other productions

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based on any film made under this Agreementand like material connected with advertising andpromoting any film made under this Agreement;

“Development Period” as defined in Clause 3.1

“Disability” any ill health, injury and/or incapacity;

“DBO” the gross box office receipts of the Film from itsinitial theatrical release in the US and Canadaas reported by Entertainment Data, Inc. or, ifEntertainment Data, Inc. ceases reporting suchinformation, as provided by the North Americandistributor of the Film or such other reputableindustry source as the Company shall select inits sole discretion;

“Existing Materials” the existing outline entitled “YoungNostradamus” written by the Director for theFilm (including all drafts and rewrites thereofand all revisions, amendments and polishesthereto written by the Director prior to the dateof this Agreement), the existing characterdesigns and visual development work for theFilm created by the Director and all otherliterary, dramatic, artistic, musical or othermaterials created by the Director prior to thedate of this Agreement in connection with theFilm;

“Film” the feature length animated film and all sound‘recordings made in connection with and/orincorporated in the soundtrack to such film,provisionally entitled “Young Nostradamus”based on the Existing Materials which theCompany intends but does not undertake toproduce;

“Financiers” the financiers of the Film;

“Further Materials” all further materials written or created by theDirector pursuant to Clause 3.1.1 or otherwiseduring the course of the Director’s engagementunder this Agreement during the DevelopmentPeriod, but excluding the Work;

“granted and assigned” wherever the expression ‘granted and assigned’or a similar expression is used in thisAgreement it shall be deemed to include theexpression ‘and/or expressed to be granted andassigned’;

“including” examples used in this Agreement after the word‘including’ are illustrative only and shall not limit

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the generality of the words preceding the wordincluding’;

“Net Proceeds” as such term is defined in the principalproduction and finance agreement relating tothe Film and Net Proceeds shall be defined onthe same basis as the definition of NetProceeds accorded to the Company or anyother director or screenwriter engaged inconnection with the Filim;

“Production CommencementDate” as defined in Clause 3.2;

“Production Period” as defined in Clause 3.2;

“the Production Schedule” the schedule for the production of the Filmapproved by the Company and the Financiers;

“Products” the Further Materials, the Work and all otherproducts of the Director’s services (includingwithout limitation the Director’s directing andwriting services) under this Agreement orotherwise in respect of the Film, including butnot limited to all literary, dramatic, artistic,musical and other material written or created bythe Director pursuant to this Agreement orotherwise in connection with the Film, butexcluding the Existing Materials;

“Regulations” the Working Time Regulations 1998, as thesame may be varied, supplemented or replacedfrom time to time;

“Remake” an animated film primarily intended for initialtheatrical distribution not being a Sequel butbeing based substantially on the same story,incidents and characters as the Film;

“the Script” the final script for the Film approved by theCompany and the Financiers;

“Sequel” an animated film primarily intended for initialtheatrical distribution which contains one ormore of the characters taken from the Film anddepicts such character or charactersparticipating for the most part in new or differentevents from those in which such character orcharacters participate in the Film, includingwithout limitation a so-called “prequel”;

“Start Date” the date of this Agreement;

“Television Spin-OW’ any film or films based on the Film primarilyintended for initial television exhibition whether

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as a pilot for or an episode of a television seriesor as a so-called “mini-series” or as a featurelength television film;

“Term” together, the Development Period and theProduction Period;

“Work” dil of the Director’s contribution to the script forthe Film and any outline, treatment and otherpreparatory materials for the script for the Film,including all drafts and rewrites thereof and allrevisions, amendments and polishes thereto(but excluding the Existing Materials and theFurther Materials);

“WWBO”: the gross box office receipts of the Film from itsinitial theatrical release throughout the world asreported by Entertainment Data, Inc. or, ifEntertainment Data, Inc. ceases reporting suchinformation, as provided by such otherreputable industry source or the distributors ofthe Film as the Company shall select in its solediscretion.

1.2 Unless the context otherwise requires words and expressions used herein shall havethe same meanings as are assigned to them by the Act.

1.3 Headings are for ease of reference only and not to be taken into account inconstruing this Agreement.

1.4 References to Clauses are references to clauses of this Agreement unless otherwiseprovided.

1.5 In this Agreement the expressions “film” and “sound recording” bear the meaningsrespectively ascribed to them in section 5B(1) of the Act.

2. CONDITIONS PRECEDENT

2.1 The obligations of the Company under this Agreement are subject to and conditionalupon the fulfilment of the following conditions precedent to the satisfaction of theCompany, and where such conditions precedent are documents, to the full executionand delivery to the Company of such documents in such form and content as theCompany shall approve:

2.1.1 in the case of the Director’s directing services (but not any payments underClause 8.1.1 or 8.1.8), the Director’s ability to qualify for all insurance thatthe Company deems necessary (including, without limitation, life, health,accident, essential elements and/or cast and crew insurance) at customaryrates and subject only to customary exclusions and deductible amounts (ifany); and

2.1.2 the Company’s receipt of this Agreement signed by the Director.

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3. ENGAGEMENT

3.1 The Company hereby engages the Director from the Start Date to render hisdevelopment services as the sole director of the Film or (subject to Clause 3.3) ajoint director of the Film until the Production Commencement Date or abandonmentof the development of the Film, whichever is earlier or such later date as the partiesmay agree (the “Development Period”). Without limiting the foregoing, during theDevelopment Period the Director undertakes that the Director shall:

3.1.1 write such further drafts and rewrites of and such revisions, amendmentsand polishes to the existing outline for the Film and create such furthercharacter designs, storyboards and visual development work and write andcreate such other literary, dramatic, artistic, musical or other material(excluding the Work) as the Company reasonably requires in connectionwith the development of the Film including for the submission of pitchmaterials to Sony or any other potential financier of the Film;

3.1.2 consult with, advise and provide input to any writer engaged by theCompany in connection with the writing of a script for the Film; and

3.1.3 undertake all other services customarily rendered by a director inconnection with the development of a first class animated full length featurefilm.

3.2 If within ten (10) years of the date of this Agreement the Company and theFinanciers elect to proceed to production of the Film as notified in writing by theCompany to the Director (the “Company’s Greenlight Notice”) and provided thatthe Director is not in uncured material breach of this Agreement or any otheragreement with the Company the Director shall have a right of first refusal to renderhis services as the sole director of the Film or (subject to Clause 3.3) a joint directorof the Film on the terms of this Agreement from the date of such election (the“Production Commencement Date”) until the delivery of the Film to its principaldistributors (such period, the “Production Period”), such right of first negotiation tobe exercised by notice in writing to the Company within seven (7) clays of receipt ofthe Company’s Greenlight Notice. If the Director does not exercise the right of firstnegotiation within the seven (7) day period the Company shall be relieved of allobligations under this Clause 3.2.

3.3 If the Company wishes to engage any co-director(s) (as the term is commonlyunderstood in the animation industry in Bristol) of the Film, the Company and theDirector shall have mutual approval over the identity of any such co-director(s),provided that in the event of disagreement the Company shall have final say havinggiven full good faith consideration to the Director’s views. No third party jointdirector(s) of the Film shall be engaged by the Company without the mutual approvalof the Company and the Director, save that if the principal financier of the Filmrequires the engagement of any joint director(s), the Company shall be entitled toengage such joint director(s) and the identity of such joint director(s) shall bemutually agreed by the Company and the Director, provided that in the event ofdisagreement the Company shall have final say having given full good faithconsideration to the Director’s views. For the avoidance of doubt, the Director’srights under this Clause 3.3 shall lapse if the Director does not exercise his right offirst refusal to direct the Film pursuant to Clause 3.2.

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4. EXCLUSIVITY

4.1 The Company shall be entitled to the non-exclusive services of the Director in anypart of the world requested by the Company during the Development Period (savefor any writing services which shall be rendered on an exclusive basis) and, if theDirector exercises his right of first refusal to direct the Film pursuant to Clause 3.2, tothe exclusive services of the Director in any part of the world requested by theCompany during the Production Period.

4.2 The Company shall also be entitled to make use of the services of the Director freeof charge, subject to the Director’s prior professional commitments notified to theCompany, prior to, during andlor after the Term in connection with publicity of theFilm including but not limited to the giving of press and publicity interviews, attendingpremieres of the Film, making appearances, participating in photo sessions,cooperating in the photography and recording of “behind-the-scenes” footage andparticipating in promotional tours and press junkets.

5. DIRECTOR’S DIRECTING SERVICES

5.1 During the Development Period and, if the Director exercises his right of first refusalto direct the Film pursuant to Clause 3.2, during the Production Period the Directorshall render directing services as, where and when the Company may require in acompetent, conscientious and professional manner having due regard for theproduction of the Film within the Budget and the Production Schedule and asinstructed by the Company in all matters, including those involving artistic taste andjudgement.

5.2 Without limitation to Clause 5.1, the Director shall:

5.2.1 consult with and advise any person who may be engaged by the Companyto write any treatment, script or other story material upon which the Film isbased and procure the carrying out of all customary revisions thereto;

5.2.2 supply all information at the Director’s disposal and co-operate fully withthe Company to enable the Company to prepare the Production Scheduleand the Budget;

5.2.3 assist in the voice over casting and all other necessary preparations for thephotography of the Film in accordance with the Budget and the ProductionSchedule as may be required by the Company;

5.2.4 advise the Company and keep the Company informed of all mattersmaterial to the production, delivery and exploitation of the Film of which theDirector shall become aware and promptly and faithfully comply with all theCompany’s reasonable directions, requests, rules and regulations;

5.2.5 direct the animation, photography and recording of the Film in the mannerof a first class director of first class animated theatrical feature films and asefficiently and economically as possible and in accordance with the Script,the Budget and the Production Schedule and the Director shall not makeadditions to or deletions from the Script or the Production Schedule of theFilm without prior written approval of the Company;

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5.2.6 at the request of the Company make one or more promotional,documentary and/or “making of” films, DVD “extras” and the like,programmes or sound recordings in connection with the Film, suchservices to be rendered either during or after the Term but if after the Termsubject to the Director’s prior professional commitments;

5.2.7 do all things that may reasonably be required by the Company to ensurethat the animation, photography and recordings of the Film shall be of thehighest quality and consistent with the Budget and the ProductionSchedule;

5.2.8 both during and after the completion of the principal animation of the Film,assist in and supervise the cutting, editing, grading, post-synchronising,scoring, dubbing, special optical and digital effects and titling of the Filmand completion of the Film as may be required by the Company in order tomake due and proper delivery of the Film to the principal distributors of theFilm in a first class condition and suitable for transmission to the public asfirst class entertainment;

5.2.9 not make any commitment for services, rights, facilities or materials norengage any personnel nor incur any liability on behalf of the Company norpledge the credit of the Company, nor hold himself out as being entitled todo so, nor use, nor license the use of, nor record any music for or inconnection with the Film without the specific written approval of theCompany in each and every case;

5.2.10 upon request and in any case on the completion or termination of theDirector’s services hereunder deliver to the Company all manuscripts,documents, papers and any other property in the Director’s possession orcontrol relating to the Film;

5.2.11 render all those services usually rendered by a first class director of firstclass animated theatrical films during the continuance of the Director’sengagement hereunder complying with all reasonable requests andinstructions of the Company with respect to the production, delivery andcompletion of the Film.

5.3 The Company shall further be entitled to the non-exclusive services of the Directorbefore and after the Term for the performance and completion of any of the matterscontemplated in Clause 5.2 insofar as this is necessary for the performance of theDirector’s obligations hereunder.

5.4 The answer print of the Film in the form delivered to the Company will have arunning time of between seventy (70) and one hundred (100) minutes (as designatedby the Company) and will qualify for a censorship rating in the UK not more thanBBFC “PC” and in the US not more restrictive than MPAA “PG’.

6. DIRECTOR’S WRITING SERVICES

6.1 The Company shall have the right (but not the obligation) to engage the Director toprovide writing services on the Film (in addition to incidental writing, notes on scriptsand such other customary writing services as are customarily required of a directorof animated feature films which shall be rendered by the Director free of charge).

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6.2 If the Company engages the Director to provide writing services in accordance withClause 6.1:

6.2.1 the Company shall be entitled to the exclusive services of the Directorduring any period in which the Director shall be required to render theDirector’s writing services;

6.2.2 time shall be of the essence of this Agreement for the delivery datesagreed between the Company and the Director with respect to any writingstep;

6.2.3 the Director shall render the Director’s writing services willingly and to thebest of the Director’s creative ability and in accordance with the directionsof the Company and in collaboration with such persons as the Companymay designate;

6.2.4 as, where and when the Company may reasonably require, the Directorshall attend, consult and discuss with any person the Company mayrequire the writing of any writing steps commissioned by the Company andkeep the Company fully informed of all matters relating thereto;

6.2.5 if so requested by the Company, the Director shall deliver to the Companycopies of such parts of the script as have been written at the time ofrequest and also, if so requested by the Company or in any event uponcompletion of the Director’s services under this Agreement or ontermination of this Agreement (whichever is the earlier), to deliver to theCompany all documents, manuscripts, drafts and copies thereof and notesand all other papers relating to the script for the Film in the power,possession or control of the Director;

6.2.6 the Director shall deliver all writing steps to the Company by email or ondisk (in such format as the Company reasonably requires).

7. WORKING TIME REGULATIONS

The Director shall, if so required by the Company, without any additionalremuneration render services for any particular number of hours in a day or days in aweek or on Saturdays, Sundays or public holidays and to the extent (if any) that theRegulations apply to the Director’s services under this Agreement the Directoraccepts that the requirements of his engagement may involve the Director in workingan average of more than forty eight (48) hours per week and the Director agrees thatthe Director will work such hours as are necessary to fulfil the Directors obligationsunder this Agreement. The Director agrees that the maximum weekly working timespecified in Regulation 4(1) of the Regulations shall not apply to this Agreement orthe provision of the Director’s services under this Agreement. This Clause 7 shallconstitute an agreement in writing for the purposes of Regulation 5 of theRegulations. The Director may withdraw such agreement by three (3) months’ (or theDirector’s period of engagement if shorter) written notice to the Company at any timeduring his engagement.

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8. REMUNERATION

8.1 Subject to the provisions of this Agreement and to the Director duly rendering allservices required under this Agreement and to the Director not being in uncuredmaterial breach of this Agreement, the Company shall as inclusive remuneration andas full consideration for all services rendered and for all rights granted and assignedto the Company under the terms of this Agreement pay or procure to be paid to theDirector:

8.1.1 Thirty Thousand Pounds (30,O0O) on signature of this Agreement;

8.1.2 [Intentionally Deleted]

8.1.3 One Hundred Thousand Pounds (100,000) on greenlight of the productionof the Film (as notified to the Director by the Company);

8.1.4 One Hundred Thousand Pounds (100,000) on first day of principalanimation of the Film;

8.1.5 if the Director is engaged by the Company as the sole director or a jointdirector of the Film then but not otherwise the following additional sums:

8.1.5.1 Two Thousand Seven Hundred and Fifty Pounds (2,75Q) foreach week of services rendered by the Director fromcommencement of pre-production of the Film untilcommencement of principal animation of the Film;

8.1.5.2 Three Thousand Two Hundred and Fifty Pounds (3,250) foreach week of services rendered by the Director duringprincipal animation of the Film and post-production of theFilm;

8.1.5.3 holiday pay in accordance with Clause 8.7,

provided that the aggregate of the sums payable to the Director underClauses 8.1,5.1, 8.1.5.2 and 8.1.5.3 shall not be less than Four HundredThousand Pounds (4OOO0O) and shall not be more than Five HundredThousand Pounds (5O0,OO0) unless production of the Film is abandonedor the Director’s engagement is otherwise terminated pursuant to theterms of this Agreement.

8.1.6 if the Director receives the sole directing credit for the Film then but nototherwise:

8.1.6.1 the following bonuses at the point when the DBO or (asapplicable) the WWBO reach or exceed the applicable levelsbelow, which shall be on account of the sums (if any) payableunder Clause 8.1.6.2 and which shall be payable within sixty(60) days of the relevant level being reported and, for theavoidance of doubt, the Company makes no warranty and/orrepresentation as to the box office receipts from the Film andaccordingly that any such sums will arise and becomepayable to the Director:

Bonus Payable Box Office

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US$75,000 the earlier of US$125m DRO orUS$250m WWBO

US$100,000 the earlier of US$150m DBO orUS$300m WWBO

US$100,000 the earlier of US$175m DBO orUS$350m WWBO

US$100,000 the earlier of US$200 DBO orUS$400m WWBO

US$100,000 the earlier of US$225m DBO orUS$450m WWBO

US$125,000 the earlier of US$250m DBO orUS$500m WWSO

US$125,000 the earlier of US$275m DRO orUS$550m WWBO

US$125,000 the earlier of US$300m DRO orUS$600m WWBO

The Director acknowledges that the maximum aggregateamount payable to the Director under this Clause 8.1.6.1 shallnot exceed Eight Hundred and Fifty Thousand United StatesDollars (US$850,000); and

8.1.6.2 sums equal to five per cent (5%) of one hundred per cent(100%) of the Net Proceeds of the Film or, if any co-directoris engaged on the Film, three point five per cent (3.5%) ofone hundred per cent (100%) of Net Proceeds of the Film;

8.1.7 if the Director shares the directing credit for the Film with one or more jointdirectors, the Company shall pay to the Director (in lieu of any sumspursuant to Clause 8.1.6):

8.1.7.1 fifty per cent (50%) of the box office bonuses otherwisepayable to the Director under Clause 8.1.6.1 (e.g. ThirtySeven Thousand Five Hundred United States Dollars(US$37500) when the DBO reaches or exceeds OneHundred and Twenty Five Million United States Dollars(US$125,000,000) or the WWBO reaches or exceeds TwoHundred and Fifty Million United States Dollars(US$250,000,000) (whichever is earlier), such bonuses to beon account of the sums (if any) payable under Clause 8.1.7.2;and

8.1.7.2 sums from time to time equal to two point five per cent (2.5%)of one hundred per cent (100%) of the Net Proceeds of theFilm;

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8.1.8 if the Company engages the Director to render writing services pursuant toClause 6, then but not otherwise either the sums set out in Clause 8.1.8.1below or the sum set out in Clause 8.1.8.2 below (as the Company shallelect at any time in its sole discretion:

8.1.6.1 the following sums:

6.1.8.1.1 Fifty Thousand Pounds (50,000) per draft,payable as to fifty per cent (50%) oncommencement of the relevant draft and fiftyper cent (50%) on delivery of the relevant draft;

8.1.8.1.2 Thirty Thousand Pounds (30,000) per set ofrevisions, payable as to fifty per cent (50%) oncommencement of the relevant revisions andfifty per cent (50%) on delivery of the relevantrevisions; and

8.1.8.1.3 Fifteen Thousand Pounds (15,000) per polish,payable as to fifty per cent (50%) oncommencement of the relevant polish and fiftyper cent (50%) on delivery of the relevantpolish; or

8.1.8.2 the sum of Two Hundred and Twenty Thousand Pounds(220,O00) for all writing services rendered by the Director,payable as follows: twenty five per cent (25%) uponcommencement of all writing services, twenty five per cent(25%) upon greenlight of the Film, twenty five per cent (25%)upon start of layout of the Film and twenty five per cent (25%)upon the last day of principal photography of the Film;

8.1,9 if the Director receives sole screenwriting credit for the Film, then but nototherwise:

8.1.9.1 the following bonuses at the point when the DBO or (asapplicable) the WWBO reaches or exceeds the applicablelevels below, which shall be on account of the sums (if any)payable under Clause 6.1.9.2 and which shall be payablewithin sixty (60) days of the relevant level being reported and,for the avoidance of doubt, the Company makes no warrantyand/or representation as to the box office receipts from theFilm and accordingly that any such sums will arise andbecome payable to the Director:

Bonus Payable Box Office

US$75,000 the earlier of US$125m DBO orUS$250m WWBO

US$100,000 the earlier of US$150m DBO orUS$300m WWBO

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US$100T000 of earlier of US$175m DBO orUS$350m WWBQ

US$100,000 the earlier of US$200 DRO orUS$400m WWBO

US$100,000 the earlier of US$225m DBO orUS$450m WWBO

US$125,000 the earfier of US$250m D8O orUS$500m WWBO

US$125,000 the earlier of US$275m DBO orUS$550m WWBO

US$125,000 the earlier of US$300m D8O orUS$800m WWBD

The Director acknowledges that the maximum aggregateamount payable to the Director under this Clause 8.1.9.1 shallnot exceed Eight Hundred and Fifty Thousand United StatesDollars (US$850,000); and

8.1,9.2 sums from time to time equal to five per cent (5%) of onehundred per cent (100%) of Net Proceeds of the Film;

8.1.10 if the Director shares the main screenwriting credit for the Film with one ormore other persons the Company shall pay to the Director (in lieu of anysums pursuant to Clause 8.1.9 above):

8.1.10.1 a pro rata share of the box office bonuses set out in Clause8.1.9.1 according to the number of writers sharing the mainscreenwriting credit (i.e. if the Director shares the mainscreenwriting credit with two other writers, the Director shallbe entitled to one third of the box office bonuses otherwisepayable to the Director under Clause 8.1.9.1), such bonusesto be on account of the sums (if any) payable under Clause8.1.10.2; and

8.1.10.2 a pro rata share of the Net Profit entitlement otherwisepayable to the Director under Clause 8.1.9.2 according to thenumber of writers sharing the main screenwriting credit (e.g.if the Director shares the main screenwriting credit with twoother writers, the Director shall be entitled to one point six sixper cent (1.66%) of one hundred per cent (100%) of NetProceeds of the Film);

8.1.11 if the Director receives a “Story by” or Based upon an idea by” credit onthe Film (and does not receive any screenwriting credit for the Film) theCompany shall pay to the Director sums from time to time equal to one percent (1%) of one hundred per cent (100%) of Net Proceeds of the Film.

8.2 Subject to the Director fulfilling all of the Director’s obligations under this Agreementand to the Director not being in uncured material breach of this Agreement if the

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Director is one of the directors of the Film, no other director on the Film (whether ajoint director or a co-director) shall receive a higher share of Net Proceeds, greaterbox office bonuses or any other form of contingent compensation exceeding thecontingent compensation payable to the Director under Clause 6.1 above.

8.3 The remuneration payable to the Director pursuant to Clause 8.1 shall represent fulland final consideration for the Products and the rights granted and assigned to theCompany under this Agreement and shall constitute a complete “buy-out” of all rightsand services and shall include any and all residual, repeat, re-mn, foreign useexploitation and other fees and payments of whatever kind or nature and shall bedeemed to include equitable and adequate pre-payment of any remuneration duefrom the exercise of any and all rights of whatsoever kind or nature (including lendingand rental rights and satellite broadcasting and cable re4ransmission rights in theFilm and all rights which the Director may have as “author” of the Film). Nothing inthis Agreement shall prevent the Director from being entitled to receive incomepursuant to collective or other agreements negotiated by recognised collectingsocieties or pursuant to the laws of any jurisdiction provided that it is herebyacknowledged and agreed that the Company shall not be obliged to make anypayments to the Director or to any such collecting society unless otherwisedetermined by the Copyright Tribunal or any equivalent tribunal in any otherjurisdiction within the European Economic Area.

8.4 All payments to be made pursuant to Clause B.1 shall be exclusive of Value AddedTax and if and to the extent only that Value Added Tax is or becomes payable theDirector will render to the Company a Value Added Tax invoice in respect of suchpayments upon receipt of which the Company will make payment to the Director ofthe amount shown to be due.

8.5 The Director authorises the Company to deduct and withhold from any and allcompensation payable to the Director hereunder all deductions (including withoutlimitation PAYE, other taxes and national insurance contributions) required by anypresent or future law of any country wherein the Director performs serviceshereunder or the country of residence of any party hereto requiring the withholding ordeducting of compensation. In the event that the Company does not make suchwithholdings or deductions the Director shall pay any and all taxes and other chargespayable on account of such compensation and the Director hereby indemnifies theCompany and agrees to keep the Company fully and effectually indemnified fromand against any liability or expense in connection therewith.

8.6 In the event that the Company makes any payment or incurs any charge at theDirectors request for the Director’s account or the Director incurs any charges withthe Company, the Company shall have the right and the Director hereby authorisesthe Company to recoup any and all such payments or charges by deducting andwithholding any aggregate amount thereof from any compensation then or thereafterpayable to the Director hereunder This provision shall not be construed to limit orexclude any other rights of credit or recovery or any other remedies which theCompany may have. Nothing contained in this Agreement shall require the Companyto make any such payments or incur any such charge or permit the Director to incurany such charges.

8.7 It is agreed that if the Director directs the Film the Director’s entitlement to holidayshall be on the following terms:

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8.7.1 the Director is entitled to paid holiday at the rate twenty six (26) days perannum, pro rata to the length of the Director’s engagement under thisAgreement and excluding bank holidays in England and Wales;

8.7.2 any holiday taken in excess of the Director’s entitlement shall be unpaid;

8.7.3 the Director shall not be entitled to take holiday until such holiday hasaccrued;

8.7.4 the Director shall make a request for holiday at least seven (7) days inadvance to the Company. The holiday year is the calendar year fromJanuary 1st to December 31. A combined total of up to five (5) daysholiday and/or in lieu time is the maximum allowance which may be carriedforward to the next holiday year;

8.7.5 the Director will be paid for each day of holiday properly authorised by theCompany at one-fifth of the rate specified in Clause 8.1.5.1 or 8.1.5.2 (asapplicable).

9. ACCOUNTS

9.1 The payment to the Director of the Director’s share (if any) of Net Proceeds and anyaccounting with respect thereto shall be rendered when and as rendered to theCompany by the financiers and/or distributors of the Film and the Director shall in allrespects be bound by the provisions of the statements of account rendered to theCompany by such financiers and/or distributors.

9.2 The Director shall not have any independent right of audit or objection to thestatements of account rendered by such financiers and/or distributors but at theDirector’s expense an accountant (to be reasonably approved by the Company) maywithin twenty four (24) months from receipt of any statement of account examine therecords and accounts of the Company relating to such statement and take copies orextracts therefrom but only insofar as such records and accounts relate to the Filmand to the accuracy of such statement. In the absence of such an audit, suchstatement shall be deemed to have been agreed and any claim relating to thestatement of account or any item covered thereby shall be deemed to have beenwaived and the inclusion of information or items in an accounting or statement whichhad appeared in a previous accounting or statement shall not render any suchinformation or item contestable or recommence the running of the period of twentyfour (24) months with respect thereto.

9.3 The Company shall not be liable in any way for any losses caused by any fluctuationin the rate of exchange or because of any failure to convert or remit funds to theUnited Kingdom at a particular time or at a more favourable rate of exchange thanactually used. If any foreign Net Proceeds are frozen or unremittable and such NetProceeds in a foreign country shall be transferred to an account of the Company insuch foreign country, the Company shall notify the Director to that effect. If theDirector requests in writing, the Company shall deposit at the Directors cost in aforeign depository to be designated by the Director that portion of any Net Proceedsnot received in the United Kingdom to which the Director would otherwise be entitledunder this Agreement if the Company may legally make such deposit and suchdeposit shall be in full satisfaction of the Company’s liability to account for suchmonies.

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9.4 NotwithstandIng anything herein to the contrary, the Company shall not be liable tothe Director for any share of Net Proceeds until the Company has actually receivedthe equivalent monies to which the Company is from time to time entitled as its shareof the Net Proceeds.

9.5 Net Proceeds are the Company’s sole and exclusive property and are not trust fundsor otherwise held by the Company for the Director’s benefit. The Company’sobligation to make payments to the Director is that of a debtor only.

10. EXPENSES AND TRANSPORTATION AND PREMIERE

10.1 When the Director is required by the Company to render services outside a radius offifty (50) miles from the Director’s usual residence in Bristol the Company shall:

10.1.1 If the Company requires the Director to stay overnight, provide or pay forthe Director’s reasonable hotel accommodation (excluding bar andtelephone charges other than calls relating to the Director’s serviceshereunder) in accordance with the Company’s staff travel policy (the“Travel Policy”), a copy of which the Lender acknowledges it has received;

10.1.2 provide or pay for one round trip airfare (or, if within the UK, round trip railfare) for the Director between Bristol and any place where the Director’sservices are required, the class of such travel to be in accordance with theTravel Policy (provided that if the Director is travelling on the same flight asany co-director or joint director of the Film, the Director shall in any eventtravel in the same class of travel as is paid for by the Company for such codirector or joint director of the Film); and

10.1.3 provide the Director with ground transportation to and from airports/stationsand any place at which the Director may be required to render services underthis Agreement; and

10.1.4 reimburse the Director for other out of pocket expenses incurred by theDirector directly in connection with such trip, in accordance with and subjectto the terms of the Travel Policy.

10.2 All travel arrangements under this Agreement, including the acquisition of airline andrail tickets and the booking of accommodation, shall be made through the Company.

10.3 Provided that the Director has rendered all services which the Company may requireand that the Director is not in material uncured default hereunder, the Company shallprovide the Director and one (1) guest with invitations to the first or only UK and UScelebrity premiere of the Film (if any), together with US ground and (for the USpremiere) air transportation, accommodation and other out of pocket costs andexpenses incurred by the Director directly in connection with the Director’sattendance at such premiere.

11. HEALTH AND SAFETY

11.1 The Director will make himself aware of and will comply with the terms andprovisions of and information contained in the Company’s Health and Safety Policyfor the Film (a copy of which is available on request) and will use his best

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endeavours to comply with the duties and responsibilities set out in such Policy andto ensure that such Policy is properly implemented.

11.2 The Director hereby acknowledges that he has a general responsibility to give healthand safety full consideration and will consult with key production personnel and taketheir advice on and remain aware throughout the development and production of theFilm of health and safety in order to ensure that there are no unacceptable risks withrespect thereto for any person during the development and production of the Film.

12. CUTTING RIGHTS

12.1 If the Director directs the Film, subject to the compliance by the Director with theDirector’s obligations hereunder and to the Director not being in breach of any termof this Agreement, the Director shall have the right to prepare (together with any jointdirector of the Film) an assembly of the Film in sequence and after the Company hashad an opportunity of examining the assembly the Director shall, having good faithregard to all suggestions made by the Company, prepare (together with any jointdirector of the Film) the so-called “fine cut” of the Film.

12.2 The assembly, the fine cut and all other cuts shall be completed in accordance withthe Production Schedule (time being of the essence), and shall conform to theScript.

12.3 The Company shall have the right to make such additional cuts, alterations, changesand re-editing of and to the Film as it shall in its absolute discretion determine, theCompany agreeing to consult the Director in connection therewith provided that theCompany’s decision shall be final on all mailers and provided that such consultationdoes not delay or interfere with the timely completion and delivery of the Film.Subject to the Director being available within the schedule required by the Companyand the Financiers and at no additional cost to the Company and the Financiers, theDirector shall be given first opportunity to undertake all such changes and/or cuts tothe theatrical version of the Film to be delivered by the Company to its principaldistributors. The Company shall meaningfully consult with the Director in relation tothe final cut of the Film, but for the avoidance of doubt, as between the Companyand the Director, the Company shall have the right of final cut with respect to theFilm.

12.4 No cutting shall be performed on the original negative of the Film unless approved inwriting by the Company.

13. CREDIT

13.1 Subject to the Director rendering all of the services required of him under thisAgreement and to the Director not being in breach of this Agreement, the Companyshall accord the Director the following credits:

13.1.1 if the Director directs the Film, credit on all positive copies of the Film madeby or under the control of the Company as the director of the Film (or, ifone or more joint director(s) are engaged on the Film, as one of thedirectors of the Film), such credit to be on a separate frame on which noother name shall appear (other than the name of any joint director) and (ifany joint director is engaged on the Film) appearing in first position of joint

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directors appearing on such frame, such frame to be the last of thosedisplayed in the main credit titles or if the credit titles are placed at the endof the Film the first of those displayed after phase out and to be in thesame size (the term ‘iize” shall mean the duration, height, width andthickness of the letters) as the credit accorded to the individual producersof the Film;

13.1.2 if the Director directs the Film and subject to the provisions of Clauses 13.3and 13.4, and to any requirements of the distributors and broadcasters ofthe Film, credit as the director of the Film (or, if one or more joint director(s)are engaged on the Film, as one of the directors of the Film) in the billingblock portion of all major paid advertising relating to the Film made orissued by or under the direct control of the Company in the same size asthe credit accorded to the individual producers of the Film;

13.1.3 if the Film is based wholly or partly on a script written by the Director(excluding incidental writing or script notes by the Director or othercustomary writing services as are customarily required of a director ofanimated feature films), the Company shall accord the Director on allpositive copies of the Film made by or to the order of the Company suchwriting credit (if any) as the Director is entitled to in accordance withAnnexure “A” to this Agreement (which is incorporated herein byreference). If the Director is entitled to the sole director credit and the solewriting credit on the Film, the Director’s credit shall be in substantially theform “Written and directed by Steve Box” (and the Director shall not beentitled to any credit under Clause 13.1.1 above or Annexure “A”). TheCompany shall also accord the Director the foregoing writing credit (if any)in the billing block portion (if any) of all major paid advertising or publicityrelating to the Film issued by or under the control of the Company and inthe billing block portion (if any) appearing in any DVD packaging issued byor under the control of the Company, appearing in the same place and inthe same size as the credit accorded to any co-director or joint director ofthe Film, subject as provided in Clauses 13.3 and 13.4 and to anyrequirements and/or exclusions of the distributors and broadcasters of theFilm. If any co-director or joint director of the Film is credited in the artworkof the Film then the Director shall also be credited in the same place andsize, subject as provided in Clauses 13.3 and 13.4 and to any requirementsand/or exclusions of the distributors and broadcasters of the Film;

13.1.4 if the Film is based on the Existing Materials and the Director does notreceive a screenwriting credit for the Film, then the Company shall accordthe Director credit on all positive copies of the Film made by or under thecontrol of the Company in substantially the form either “Story by” or “Basedupon an idea by” (as the Company elects in its sole discretion), such creditto be shared with such other persons who have created the story of theFilm but with the Director’s credit appearing in first position of the relevantframe.

13.2 The Company shall use its reasonable efforts to ensure that the distributors of theFilm accord the Director the foregoing credits.

13.3 The provisions of Clause 13:1 shall not apply to the following save that (except underClauses 13.3.2 and 13.3.4) where any co-director or joint director of the Film isaccorded credit the Director shall be accorded credit in the same place and size:

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13.3.1 group, list or so-called “teaser advertising;

13,3.2 special advertising, announcement advertising or publicity relating primarilyto the source material on which the Film is based or the author thereof, anymember or members of the cast, another writer or director, any producer orany other personnel concerned in the production of the Film or similarmatters;

13.3.3 publicity or exploitation or advertising relating to the television exhibition ofthe Film;

13.3.4 award ads (including consideration, nominations or congratulations for anaward) or special advertising, publicity or exploitation of the Film relating toany voice-over artist, any other director, any writer, any producer or otherpersonnel concerned in its production or similar matters;

13.3.5 any exploitation, publication or fictionalisation of the story, script or otherliterary or musical material upon which the Film is based;

13.3.6 by-products, commercial tie-ups or merchandising of any kind (includingbut not limited to sheet music and gramophone records);

13.3.7 “trailer (including promotional films) or other advertising on the screen orradio or television or internet or mobile;

13.3.8 institutional or other advertising or publicity not relating primarily to the Filmor relating jointly to the Film and another film or films;

13.3.9 advertising of eight column inches in size or less;

13.3.10 advertising of such nature that the consent to the use of the Director’sname in connection therewith has not been granted hereunder;

13.3.11 advertising or publicity material in narrative form;

13.3.12 any other category of paid advertising excluded by the standard terms andconditions of the distributors of the Film.

13.3.13 advertising for film festivals, film markets and the like;

13.3.14 advertising in which no credit is accorded other than credit to one or moreactors and/or to the Company and/or to any other company financing ordistributing the Film;

13.3.15 promotional material for exhibitors or window or lobby displays oradvertising;

13.4 The following shall not be considered paid advertising for any purpose hereundersave that where any co-director or joint director of the Film is accorded credit theDirector shall be accorded credit in the same place and size: packages, containersor jackets for videocassettes, videodiscs and other home video devices of the Film;publicity and promotional items and materials; advertising relating to subsidiary orancillary rights in the Film (including but not limited to novelisations, screenplays orother publication products merchandising music publishing or soundtrack

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recordings); voiceovers, advertising, publicity and exploitation relating to by-productsor commercial tie-ins; and other advertising not relating primarily to the Film.

13.5 No casual or inadvertent failure by the Company to comply with the provisions of thisClause 13 and no failure of persons other than the Company to accord the foregoingcredits shall constitute a breach of this Agreement by the Company, but theCompany shall as soon as reasonably practicable make reasonable efforts toremedy on a prospective basis any such breach of which it has received notice fromthe Director but without incurring any legal costs or other material expenses providedthat under no circumstances shall the Company be required to recall any prints oradvertising material. The rights and remedies of the Director in the event of a breachof this Clause by the Company shall be limited to his rights (if any) to recoverdamages in an action at law and in no event shall the Director be entitled by reasonof any such breach to enjoin or restrain the distribution, exhibition, advertising orexploitation of the Film.

13.6 All characteristics of the Director’s credits which are not specified in this Agreementshall be at the Company’s sole discretion.

14. RIGHTS AND CONSENTS

14.1 The Director with full title guarantee hereby grants and assigns to the Company (byway of present assignment of present and future copyright) the entire copyright andall other rights (including but not limited to any and all rights of the Director as“author” of the Film or any other film or other adaptation based on the ExistingMaterials or the Products, lending and rental rights, the so-called right ofcommunication to the public and/or “making available” right, cable re-transmissionand satellite broadcasting rights and any similar rights existing under laws in forcenow or in the future in any jurisdiction and all sequel, prequel, remake, televisionspin-off, merchandising and commercial tie-up, literary publication, music publishing,soundtrack album, stage, radio, theme park and all other ancillary and subsidiaryrights whatsoever), title and interest of whatsoever nature, whether vested orcontingent, in and to the Existing Materials and the Products and in and to the Filmor any other film or other adaptation based on the Existing Materials or the Products(including any Derivative Film Material) TO HOLD the same unto the Companyabsolutely throughout the universe for the full period of copyright and all renewals,revivals, reversions and extensions thereof and thereafter (insofar as the Director isable to do so) in perpetuity.

14.2 The Director recognising the needs of film production hereby grants to the Companythe unlimited right to change, copy, alter, add to, take from, adapt or translate theExisting Materials and the Products and hereby irrevocably waives the benefits of allrights under Sections 77 to 85 (inclusive) and Sections 205(C) to (N) (inclusive) ofthe Act in respect of the Existing Materials and the Products and all other moral andauthors rights of a similar nature whether now existing or hereafter conferred underthe laws of any jurisdiction. The Director agrees on the Director’s behalf and onbehalf of the Director’s heirs, successors and assigns not to institute, support,authorise or maintain any action or lawsuit on the grounds that any film or otheradaptation produced and/or exploited by the Company in any way constitutes aninfringement or breach of any droit moral of the Director or is in any way adefamation or infringement of the Products.

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14.3 The Director hereby gives all consents required under the Act and any similar lawsnow existing or in future enacted in any other jurisdiction (including without limitationto the “making available” of the Film or any other film or other adaptation based onthe Existing Materials or the Products) as are necessary to enable the Company tomake the fullest use of the Director’s services hereunder worldwide in all media nowknown of hereafter invented without the need for any further payment to the Director.

14.4 For the purposes of United States copyright law the Products shall be considered“works made for hire” for the Company.

14.5 The property in all physical items and materials (whether finished or unfinished)created and/or acquired by the Director in connection with the Existing Materials, theProducts or the Film shall vest in the Company absolutely and for the avoidance ofdoubt the Director hereby assigns with full title guarantee all such physical items andmaterials to the Company absolutely.

14.6 The Director gives every consent to enable the Company to take any photographsand/or make any film and/or recordings and/or sound recordings of any of theDirector’s services under this Agreement and grants to the Company the rightthroughout the world to use and authorise others to use such photographs, films,recordings and/or sound recordings together with the right to use and authoriseothers to use any behind-the-scenes footage and publicity concerning the Director(including the Director’s name, voice, approved photograph, approved likeness andapproved biography, such approval not to be unreasonably withheld or delayed andto be deemed given if the Director has not provided the Director’s own photographand/or likeness and/or biography (as applicable) to the Company within five (5)Business Days after the receipt by the Director of written request from the Company)in connection with the advertising, publicity, public exhibition and commercialexploitation of the Film including any trailer, documentary, DVD “extras”, film,television programme, videogram or sound recording relating to the Film or theproduction of the Film and any books, goods, articles, films and commercial tie-ins(including videogames and interactive devices) associated with or derived from theFilm or anything appearing therein in such manner as the Company may desireprovided that (except with the Director’s written consent) the Director’s name,photograph and likeness are not directly used to suggest that the Director personallyuses or recommends any such commercial goods or services other than the Filmitself and provided further that the Company shall be entitled to use the billing blockof the Film (containing the Director’s name) and/or the image(s) used as theposter(s) and/or key art of the Film (containing the Director’s name) on or inconnection with any merchandising related to the Film and/or in connection with anyproduct, commodity and/or service without requiring the approval of the Directorand/or the payment of any royalty in respect thereof.

14.7 Nothing in this Agreement shall impose any restriction upon the manner, form ormethod by which the Company advertises, publicises, exhibits and commerciallyexploits the Film (or refrains therefrom) at such times and in such manner and formand by such method as the Company in its absolute discretion may deem fit, freefrom any restrictions or limitations whatsoever other than those expressly set out inthis Agreement.

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15. LIABILITY EXCLUSIONS AND TURNAROUND

15.1 The Company shall not be liable to the Director or to the personal representatives ofthe Director for any loss or damage to the Director’s property whilst in transit to orwhilst at places where the Director renders services hereunder except to such extentif at all as the Company may be able to enforce a claim for indemnity against a thirdparty or under any policy of insurance effected by the Company (without anyobligation on the Company to effect or maintain any such insurances) nor for anypersonal injury, ailment or the death of the Director arising out of or in the course ofthe Director’s engagement hereunder except to such extent if at all as the same wasdue to the negligence of the Company and save as such exemption from liability maybe unlawful by statute.

15.2 Notwithstanding and irrespective of any advertisement or announcement which mayhereafter be published the Company shall not be liable to the Director for or in respectof loss of publicity, advertisement, reputation or the like due to the Company’sabandonment of the production or exploitation of the Film or the Company’s failure touse the services of the Director and nothing in the Agreement contained shall beconstrued as to impose upon the Company any obligation to make use of the servicesof the Director hereunder or to make use of the Existing Materials or the Products inthe Film.

15.3 If (a) at any time the Company notifies the Director in writing that (i) the developmentor production of the Film has been abandoned and (H) the Company has acquired allrights in and to the Film in turnaround from Sony and (b) at the relevant time theDirector is not an employee of the Company, then not otherwise the Director shallhave the right (the “Director’s Turnaround Right”) for a period of twelve (12)months (the “Turnaround Period”) from the date of the Company’s notice to requireall rights acquired by the Company in the Existing Materials and the Products to beassigned to the Director upon the Director:

15.3.1 paying to the Company not later than the first day of principal animation orprincipal photography of any film based on the Existing Materials and/or theProducts or on the date when any third party commitment to finance theproduction of such film based on the Existing Materials and/or the Productsbecomes unconditional (whichever is sooner) an amount equivalent to theaggregate of all monies expended by the Company and any third partyfinancier in connection with the development, pre-production andproduction of the Film (including any interest, premium, fee, overheadallocation and/or other amounts payable to any financier and all amountspaid to the Director under this Agreement) together with, in the case ofmonies expended by the Company, interest on such monies at three percent (3%) over Barclays Bank’s base rate from time to time;

15.3.2 delivering to the Company a written undertaking in form and substancesatisfactory to the Company and Sony from a financially responsible partyacceptable to the Company and Sony pursuant to which such party agreesto:

15.3.2.1 assume and perform all of the Company’s and Sony’sobligations relating to the Film, including all of the Company’sobligations to Sony in turnaround (including changed elementsresubmission obligations and first negotiation and first refusal

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obligations with respect to the acquisition of distribution rightsin the Film);

15.3.2.2 indemnify the Company and Sony against any and all claims,proceedings, costs, expenses and other liabilities whatsoeverrelating to the Film and any other film based on the ExistingMaterials and/or the Products;

15.3.2.3 pay the Company five per cent (5%) of one hundred per cent(100%) of net profits of any film based on the ExistingMaterials and/or the Products; and

15.3.2.4 accord to the Company and Sony such corporate andindividual credits as the Company and Sony reasonablyrequire.

If the Director does not exercise the Directors Turnaround Right in accordance withthis Clause 15.3 within the Turnaround Period then upon the expiry of theTurnaround Period all of the Director’s rights under this Clause 15.3 shall terminateand all rights acquired by the Company in the Existing Materials and the Productsunder this Agreement shall continue to vest in the Company in perpetuity.

15.4 All decisions and determinations with respect to the Film (including the script for theFilm) and any other film or other adaptation based on the Existing Materials or theProducts shall be within the sole and absolute discretion of the Company.

16. REPRESENTATIONS AND WARRANTIES

16.1 The Director hereby represents and warrants to and undertakes with the Companythat:

16.1.1 the Director has the right to enter into this Agreement and to grant andassign the rights herein expressed to be granted and assigned;

16.1.2 the Director is the sole author of the Existing Materials which are whollyoriginal to the Director and the Director shall be the sole author of theProducts (except for any part or parts thereof which shall contain the worksof others included therein at the specific requirement of the Company)which shall be wholly original to the Director (save as aforesaid);

16.1.3 the Existing Materials and the Products are not and shall not be defamatoryof any third party and do not and will not infringe or violate any right of anyperson including (without limitation) any rights of copyright or rights ofconfidentiality or privacy or any common law or statutory rights of any kind;

16.1.4 the rights hereby granted and assigned are vested in the Directorabsolutely and the Director has not previously granted, assigned, licensed,charged or in any way dealt with or encumbered the rights hereby grantedand assigned;

16.1.5 the Director has not entered into any agreements (oral or written) with anythird party with respect to the Existing Materials or the Film;

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16.1.6 the Director is and shall throughout the term of the Agreement remain a“qualifying person” for the purposes of the Act;

16.1.7 copyright in the Existing Materials and the Products subsist andlor willsubsist and the Director will do all in the Director’s power to maintain theentire copyright in the Existing Materials and the Products throughout theworld for the full period thereof including all permitted renewals, reversions,revivals and extensions;

16.1.8 the Director will obtain knowledge of and comply with all the rules andregulations for the time being in force at such places at which the Directoris required to render the Director’s services hereunder (including withoutlimitation the rules and regulations prohibiting smoking in public premisesand vehicles set out in the Health Act 2006 and any regulations passed inrelation thereto) and observe all orders given by the Company or itsrepresentatives from time to time;

16.1.9 the Director shall during the Term comply with and be familiar with theprovisions of all applicable union agreements relating to the production andexploitation of the Film;

16.1.10 (insofar as applicable) the Director shall (at the Company’s reasonableexpense) apply for or assist the Company in applying for and do all thingsas may be reasonably required in support of any application for theDirector’s membership of any properly designated labour organisation orfor any visas, passports, licences, permissions, consents or other mailersnecessary or desirable to enable the Company to make use of theDirector’s services in such territory or territories of the world where the Filmmay be made;

16.1.11 the Director will keep the Company informed of the Director’s whereaboutsand telephone number (if any) at all times throughout the Term;

16.1.12 there are no actual, potential and/or threatened claims or proceedings inrespect of the Existing Materials or the Film;

16.1.13 the Director shall not without the prior written consent of the Company atany time hereafter either personally or by means of press or publicity oradvertising agents or agencies make any statement or disclosure or supplyany information or photographs to any person, firm or corporate body(other than the Director’s professional advisers) or to the public relating tothe Film, any personnel engaged in connection with the Film, the temis ofthis Agreement or to the affairs of the Company or any other companyinvolved with the Film;

16.1.14 the Director shall not at any time hereafter do or say anything detrimentalto the Film;

16.1.15 the Director has not entered and shall not enter into any arrangement oragreement which would or might conflict with the rendering of the Director’sservices under this Agreement;

16.1.16 the Director will comply with all requirements of the Company insofar asarranging for errors and omissions insurance is concerned;

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16.1.17 the Director will not voluntarily engage in any hazardous pursuit, nor takeany risk the taking of which would invalidate or affect any normal policy ofinsurance or the life or health of the Director or might interfere with theDirector’s services hereunder, nor fly otherwise than on a scheduled airline(except with the written consent of the Company);

16.1.18 the Director is a British citizen resident in the United Kingdom; and

16.1.19 the Director will indemnify and at all times keep the Company fullyindemnified against all actions, proceedings, costs, claims and damageswhatsoever incurred by and/or awarded against and/or compensationagreed by the Company in consequence of any breach or non-performanceby the Director of any of the representations, warranties, undertakings andagreements by the Director in this Agreement.

17. DIRECTOR’S HEALTH AND INSURANCE

17.1 The Director warrants, represents and undertakes to and with the Company that:

17.1.1 the Director is not now nor has at any time been subject to or sufferingfrom any Disability which will in any way prevent or restrict the Directorfrom rendering the Director’s services hereunder and that the Director willat all times hereafter do all that is reasonably proper and necessary tomaintain such a sound state of health as will enable the Director fully toperform the Director’s services hereunder and that upon becoming awarethat the Director may or will suffer any such Disability or contemplatedDisability forthwith to give notice thereof in writing to the Company;

17.1.2 the Director shall comply with the usual requirements necessary to enablethe Company to effect such insurance as and when the Company mayrequire against loss arising from the Director’s inability to perform any ofthe Director’s services hereunder and the Director shall have no right, titleor interest in or to any such insurance. If the Company shall by reason ofthe state of health of the Director or the failure of the Director to carry outthe undertakings contained in Clause 17.1 be unable to effect anycustomary insurance with standard exclusions only and at normal rates theCompany may by written notice to the Director terminate this Agreementand the Director’s engagement; and

17.1.3 the Director shall at all reasonable times if so required, attend and submitto such medical examination as the Company or its medical advisers shalldesire or deem necessary for insurance purposes (in the presence of theDirector’s own doctor at the Director’s expense, if the Director shall sorequire but that such doctor shall be available upon reasonable noticewhen the Company shall so require) and will make true and accuratereplies and statements and will sign all necessary forms and documents forthe purpose of any such insurance.

17.2 The Company may secure life, health, accident, cast or other insurance covering theDirector and the Director shall not have any right, title or interest in or to suchinsurance.

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18. SUSPENSION

18.1 The Company shall be entitled by notice in writing to the Director to suspend theDirector’s engagement hereunder in any of the following events:

18,1.1 if the Director fails, refuses or neglects to perform or is otherwise in breachof any undertaking, warranty, representation or obligation in thisAgreement and fails to remedy the breach within twenty four (24) hours ofnotice thereof from the Company provided that where such breach is notcapable of remedy or the Director breaches this Agreement on a second orsubsequent occasion no such period of grace shall apply;

18.1.2 if the Director is prevented from rendering services hereunder by anyDisability; or

18.1.3 if production of the Film is abandoned;

18.1.4 if production of the Film is prevented, interrupted or delayed by any causeoutside the control of the Company (including but not limited to fire, flood,epidemic, earthquake, explosion, casualty, accident, riot or civildisturbance, war (declared or undeclared), armed conflict, act of God orpublic enemy, strike, lock-out, labour conditions, judicial order or enactmentor incapacity or death or Disability of any leading voice-over artist, writer,producer, other director or other key personnel engaged on the Film).

18.2 Suspension of the engagement shall have the following effect:

18.2.1 it will last as long as the event giving rise to it plus such further period notexceeding twenty one (21) days as may be reasonably required by theCompany to prepare to resume using the Director’s services or it will lastuntil the Agreement is terminated pursuant to Clause 19;

18.2.2 while it lasts payments of remuneration under Clause 8 will cease to falldue but the Company’s obligations under Clause 10 (to the extentapplicable) shall not be affected unless the suspension arises by reason ofthe default of the Director hereunder;

18.2.3 the term of the engagement will continue after the suspension ends (unlessit ends by termination of the Agreement) for the length of time unexpiredwhen the suspension began;

18.2.4 the Director shall continue during the suspension to comply with all of theDirector’s obligations hereunder not thereby affected by suspension andshall not without the prior written consent of the Company agree to renderservices to any other person during the continuance of such suspension;

18.2.5 the Company will remain entitled to all rights hereby granted and assignedto it.

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19. TERMINATION

19.1 The Company shall be entitled by notice in writing to the Director to terminate thisAgreement (whether or not the Company has suspended the engagement for thesame or another reason) in any of the following events:

19.1.1 if the Director fails, refuses or neglects to perform or is otherwise in breachof any undertaking, warranty, representation or obligation in thisAgreement and fails to remedy the breach within forty eight (48) hours ofnotice thereof from the Company provided that where such breach is notcapable of remedy or the Director breaches this Agreement on a second orsubsequent occasion no such period of grace shall apply;

19.1.2 if a Disability mentioned in Clause 18,1.2 above continues for aconsecutive period of five (5) days or more or an aggregate period of ten(10) days or more;

19.1.3 if production of the Film is abandoned;

19.1.4 if a cause mentioned in Clause 18.1.4 above continues for a consecutive oraggregate period of forty two (42) days or more;

19.1.5 if any act or conduct of the Director shall prejudice the production orsuccessful exploitation of the Film;

19.1.6 if the Director fails to submit to any medical examination or makes untrueor inaccurate replies or statements for the purpose of insurance or if theCompany is unable to effect insurance on the Director on normal terms;

19.1.7 if any application under Clause 16.1.10 or any visa, work permit or the likewhich is granted pursuant to that application, is refused, revoked, cancelledor delayed and as a consequence the Company is unable to use theDirector’s services under this Agreement.

19.2 Termination of the engagement on any of the foregoing grounds shall have thefollowing effect:

19.2.1 the Company may abandon or postpone the making of the Film or maysubstitute another person for and in the place of the Director and maycontinue the production of the Film in any manner that the Company shallin its sole and complete discretion elect;

19.2.2 except in the case of the default of the Director, the Company shall pay theremuneration referred to in Clause 8.1 to the extent such payments aredue and payable hereunder as at the date of the event giving rise totermination (or the beginning of any suspension preceding termination) andshall continue to pay the Director’s expenses (if any) pursuant to Clause 10until the first available opportunity for the Director to return to the Director’sresidence by the means set out in Clause 10;

19.2.3 each party will remain entitled to enforce any claim against the other partyor parties arising from any breach hereof that may have occurred beforetermination;

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19.2.4 the Company will remain entitled to all rights hereby granted and assigned toit; and

19.2.5 the Director shall continue to comply with all relevant warranties.

19.3 The Company shall also be entitled at any time in its discretion without specifyingany reason by notice in writing to the Director to terminate this Agreement providedthat in such event and subject to the Director’s duty to mitigate any losses which maybe incurred by the Director as a result of such termination, the Company shall paythe Director (to the extent not already paid) (i) the whole of the remuneration dueunder Clauses 8.1.1, 8.1.3 and 8.1.4 on the occurrence of the events specified insuch Clauses and (N) the sums specified under Clause 8.1.5, payable at the timesand in the instalments specified in Clause 8.1.5, all such sums paid to the Directorunder this sub-paragraph (U) to be applicable against any salary and holiday paypayable to the Director under the employment agreement between the Company andthe Director dated on or about the date hereof and (Hi) such other payments (if any)as are due and payable hereunder as at the date of the event giving rise totermination (or the beginning of any suspension preceding termination). In the caseof any termination under this Clause 19.3, the terms of Clause 19.2.1, 19.2.3, 19.2.4and 19.2.5 shall apply mutatis mutandis.

19.4 If the Company terminates this Agreement in accordance with the provisions ofClause 19.1 or 19.3 and makes the payments provided for in Clauses 19,2.2 or 19.3then the Company will be under no further liability to the Director and the Directoragrees that any payments made to the Director pursuant to such Clauses shall be infull and final satisfaction of all claims (if any) that the Director may have as againstthe Company in respect of the termination of the Agreement.

20. REMAKES AND SEQUELS

20.1 Subject to the Director duly rendering all of the services required of the Directorunder this Agreement and to the Director not being in default of any term of thisAgreement, if within ten (10) years after the initial theatrical release of the Filmanywhere in the world, the Company intends to produce a Remake, Sequel orTelevision Spin-Off and provided the Director is at the time actively engaged as adirector of animated theatrical films, then with respect to the first such Remake,Sequel or Television Spin-Off, the Company shall offer to negotiate with the Directorfor the engagement of the Director’s directing services in connection therewithprovided that the Director is ready, willing and able to render such services as theCompany may require and in the case of a Television Spin-Off subject to theapproval of the commissioning broadcaster of such Television Spin-Off.

20.2 The Director shall have a period of ten (10) Business Days from the receipt of theCompany’s said offer to accept the offer or to notify the Company that the Directordesires to negotiate in good faith with respect to the Director’s said services and ifthe Director serves such notice to negotiate, the parties shall negotiate in good faithwithin a period of fifteen (15) Business Days from the Company’s receipt of theDirector’s said notice.

20.3 If within the said ten (10) Business Days period the Director does not accept theCompany’s offer or serve notice to negotiate or within the said fifteen (15) BusinessDays period the Company and the Director fail to reach an agreement with respect tosuch Remake, Sequel or Television Spin-Off or the Director is not ready, willing and

27

able to render services as required by the Company, then the Company shall bereleased and discharged from any obligation to the Director in connection with suchRemake, Sequel or Television Spin-Off or any subsequent Remake, Sequel orTelevision Spin-Off.

20.4 The foregoing right of first refusal applicable to the first Remake, Sequel orTelevision Spin-Off shall apply to each subsequent Remake, Sequel or TelevisionSpin-Off (as applicable) produced by the Company provided that the Director directsthe previous Remake, Sequel or Television Spin-Off and each of the conditionsspecified in Clause 20.1 are satisfied with respect to the applicable subsequentRemake, Sequel or Television Spin-Off (as applicable), such conditions to applymutatis mutandis.

21. INJUNCTIVE RELIEF AND NO RECISSION

21.1 It is understood and agreed that a breach by the Director of any of the materialprovisions of the Agreement will or may cause the Company irreparable injury anddamage and the Director expressly agrees that the Company shall be entitled toinjunctive or other equitable relief to prevent a breach of this Agreement by theDirector Resort to such equitable relief shall not be construed as a waiver of anyother rights or remedies which the Company may have for damages or otherwise.

21.2 In the event of a breach by the Company of any of its obligations to the Director orpursuant to statute law or common law, the Director’s rights and remedies shall belimited to his rights (if any) to recover damages in an action at law and in no event shallthe Director be entitled by reason of any such breach to receive injunctive or otherequitable relief or to enjoin or restrain the distribution, exhibition, broadcast, advertisingor exploitation of the Film or any of the allied and ancillary rights connected with theFilm or of any rights granted and assigned under this Agreement.

22. NO WAIVER

No waiver by either party to this Agreement of any breach of any of the terms orconditions of this Agreement in a particular instance shall be deemed or construed tobe a waiver of any preceding or succeeding breach of the same or any other termsor conditions. All rights, remedies, undertakings and obligations contained in thisAgreement shall be cumulative and none of them shall be in limitation of any otherrights remedy undertaking or obligation of either party.

23. NO PARTNERSHIP

Nothing herein contained shall be construed or deemed to constitute a partnership orjoint venture between the parties hereto and save as expressly herein providedneither party shall hold itself out as the agent of the other.

24. PARTIAL UNENFORCEABILITY

If any clause or any part of this Agreement or the application thereof to either partyshall for any reason be adjudged by any court or other legal authority of competent

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jurisdiction to be invalid such judgment shall not affect the remainder of this Agreementwhich shall continue in full force and effect.

25. NOTICES

25.1 Any notices relating to this Agreement will be validly given only if in writing anddelivered personally or by courier, or sent by first class post (or air mail if overseas),recorded delivery or fax, to the intended recipient at the address or fax number setout in this Agreement or such other address or fax number as the party in questionmay specify by notice. A notice shall not be valid if sent by email.

25.2 In the absence of evidence of earlier receipt, a notice is deemed given:

25.2.1 if delivered personally or by courier, when left at the relevant address;

25.2.2 if sent by post other than airmail, two days after posting it;

25.2.3 if sent by airmail, six days after posting it; and

25.2.4 if sent by fax, on completion of transmission, provided that the transmittingfax machine prints out a successful transmission report.

25.3 If a notice is deemed under Clause 25.2 to have been given on a day other than aBusiness Day, that notice shall instead be deemed to be given on the next BusinessDay.

25.4 Each party shall immediately give notice to the other of a change in its address.

25.5 The address and fax number of each party for sending notices is:

25.5.1 for the Company: Gas Ferry RoadBristolBS1 GUNFax: 0117 984 8486Attn: Gareth Overton-Edwards

25.5.2 for the Director: 32 RidgewayLong AshtonBristol BS1 9E8

26. RIGHT TO ASSIGN

26.1 The Company shall be entitled to assign, licence or grant the benefit of thisAgreement either in whole or in part to any third party and all the representations,warranties and undertakings of the Director in this Agreement shall to the extent ofsuch assignment, licence or grant thereupon enure for the benefit of such third partybut no such assignment, licence or grant shall relieve the Company of any of itsobligations to the Director hereunder unless such assignment is to: (a) a majormotion film or television company which assumes in writing all of the Company’sobligations hereunder; (b) an entity into which the Company merges or is consolidated;(c) any successor entity or any entity which acquires all or substantially all of theCompany’s business and assets; (d) a person or entity which is under common controlwith or controls the Company; or (e) any other financially responsible party who

29

assumes in writing the performance and obligations of the Company hereunder to beperformed from and after such assignment; in which event such assignment shall bedeemed a novation forever releasing the Company from any further liability orobligation to the Director. Any assignment by the Company of this Agreement or itsrights and obligations hereunder shall not be deemed an election to abandon the Film.

26.2 If the Company wishes the Director to render the Director’s services under thisAgreement in whole or in part to any third party, the Director undertakes that theDirector will if so required by the Company enter into an agreement with such thirdparty in substitution for and upon the same terms and conditions of that part of thisAgreement then remaining unperformed subject only to the Company guaranteeingthe performance by such third party of its obligations under such substitute.

27. FURTHER DOCUMENTS

27.1 The Director undertakes with the Company that the Director will at the request andexpense of the Company do all such further things and execute all such furtherdocuments as the Company may from time to time require for the purpose ofconfirming the Company’s title to the rights granted and assigned under thisAgreement in any part of the world, including such short-form assignments as theCompany may require for the purpose of registration in the United States of Americaor elsewhere.

27.2 If the Director fails or refuses, within five (5) days of being required to do so, toexecute any such document as described above, the Director hereby appoints theCompany as his attorney in his name and on his behalf and as his act and deed tosign and execute any such document, which power of attorney is coupled with aninterest and shall be irrevocable (in accordance with Section 4 of the Powers ofAttorney Act 1971).

28. DVD

Provided that the Director has rendered all services which the Company may requireunder this Agreement and the Director has received credit as a director of the Filmand that the Director is not in uncured material default hereunder, the Company willprovide the Director with two (2) DVD copies of the Film when such DVD’s becomecommercially available in the United Kingdom.

29. COMPANY INDEMNITY

29.1 The Company shall indemnify and hold harmless the Director from and against alldamages and expenses suffered or incurred by the Director directly In consequenceof any third party claim against the Director arising due to the development,production, distribution and exploitation of the Film and/or any element thereof by theCompany other than due to the breach of this Agreement by the Director.

29.2 In order to receive the indemnification under Clause 29.1, the Director shall promptlynotify the Company of a claim and shall grant the Company the sole right to defend,control and/or settle such claim and the Director shall have the right to have his owncounsel present at the Director’s sole cost and expense. The Director shall not

30

compromise, settle or otherwise resolve a claim without the Company’s prior writtenconsent.

30. INSURANCE

The Director shall be added as an additional insured to any errors and omissionsinsurance policy and/or general liability insurance policy effected by the Company inrespect of the Film, subject to the terms, conditions and limitations of such cover butwithout any obligation on the part of the Company to effect or maintain such policiesand such cover shall not in any way limit or restrict the Director’s representationsand warranties under this Agreement.

31. INSTITUTION OF LEGAL ACTION

The Director hereby grants to the Company the free and unrestricted right at theCompany’s expense to institute in the name and on behalf of the Director any and allsuits and proceedings at law or in equity to enjoin and restrain any infringement ofthe rights herein granted and assigned and the Director hereby assigns and setsover to the Company any and all causes of action arising or resulting by reason of orbased upon such infringement and any and all recoveries obtained in any suchaction. The Director agrees that the Director will not compromise, settle or in anymanner interfere with any such litigation and the Company hereby agrees toindemnify the Director from any costs or damages (including reasonable legal feesand disbursements) which the Director may suffer as a direct result of any such suitsor proceedings except to the extent if any that any such suit or proceeding is theresult of a breach by the Director or the Director’s representations, warranties,undertakings or agreements in this Agreement.

32. ENTIRE AGREEMENT

This Agreement replaces, supersedes and cancels all previous arrangements,understandings, representations or agreements between the parties hereto either oralor written with respect to the subject mailer hereof and expresses and constitutes theentire agreement between the Company and the Director relating to the Film and novariation of any of the terms or conditions hereof may be made unless such variation isagreed in writing and signed by both of the parties.

33. DATA PROTECTION

For the purposes of the Data Protection Act 1998, as amended, the Director agreesand gives consent to the holding and processing of personal data relating to theDirector in any form (whether obtained or held in writing, electronically or otherwise)by the Company or other companies for any purpose connected with the relationshipbetween the Company and the Director. The Director agrees that the Company canmake this information available to companies and legal and regulatory authoritiesthroughout the world.

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34. GUILDS

For the avoidance of doubt, the Director’s engagement under this Agreement shallnot be subject to the terms of any union or guild agreement (save as expresslyincorporated herein).

35. GOVERNING LAW

This Agreement (including non-contractual obligations arising out of or in connectionwith it) shall be construed and take effect in accordance with and governed by thelaws of England and Wales and the Courts of England shall have exclusivejurisdiction (and the parties irrevocably submit to the exclusive jurisdiction of theEnglish Courts) to resolve any dispute which may arise (including non-contractualdisputes or claims).

36. THIRD PARTIES

A person who is not a party to this Agreement has no right under the Contracts(Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce any term ofthis Agreement.

IN WITNESS WHEREOF the Director and the Company have executed and delivered thisAgreement as a deed on the date first before written.

EXECUTED AND UNCONDITIONALLYDELIVERED AS A DEED BYAARDMAN ANIMATIONS LIMITEDacting by:

V Name of Director

‘—Sinture of Director

In the presence of:

Name of Witness

Signature of Witness

—

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Occupation of Witness

C-e44WtcK (Le

Witness address

33

EXECUTED AND UNCONDITIONALLYDELIVERED AS A DEED bySTEVEN ROYSTON BOXin the presence of:

___________________________

Witness Signature:

_____________________

Witness Name: E kffi3D Pd

Witness Occupation: Sot_i C LTD

Witness Address: flAJflJ

qrc a+o-

\5$1 blAftb

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ANNEXURE “A”

SCREENPLAY CREDIT FOR

ANIMATED THEATRICAL MOTION PICTURES

Credit for screenplay authorship of animated theatrical motion pictures shall be accordedsolely pursuant to the terms and conditions set forth below. “Producer” refers to AARDMANANIMATIONS LIMITED or its designee.

A. The intention and spirit of the award of credits being to emphasize theprestige and importance of the screenplay achievement, screen credit for the screenplay willbe accorded to the writer(s) (however many) who are chiefly responsible for the completedwork, as determined below.

B. The term “screenplay” means the final script (as on the screen) with individualscenes, full dialogue and camera setups, together with such prior treatment, basicadaptation, continuity, scenario, dialogue, added dialogue or “gagging” as shall be used inand represent substantial contributions to the final script.

C. No production executive, director, or producer (of any type) will be entitled toshare in the screenplay authorship screen credit unless he/she is engaged by Producer as awriter pursuant to a written agreement and writes either without the collaboration of anyother writer or writes as a member of a bona fide writing team.

D. When more than one (1) writer has substantially contributed to the authorship

of the screenplay, then all such writers and Producer will have the right to agreeunanimously among themselves as to which writer(s) shall receive credit on the screen for

authorship of the screenplay. If at any time during the course of production all such writers

and Producer so agree, then Producer will not be obligated to issue the notices specified inParagraphs H. through 0. of this Annexure “A”.

E. Producer shall determine, in its sole discretion, where the screenplay credit

shall appear on the screen and the form thereof.

F. A writer whose contribution is judged by Producer to represent a substantial

portion of the completed screenplay shall for the purpose of this Annexure “A” be

considered a substantial contributor (“Writer[s]”). As a substantial contributor, he/she shall

be entitled to participate in the procedure for determination of screen credits.

G. Producer may publicize the work and other screen credits of writers not

receiving screen credit on the Picture.

H. Before the screen credits for authorship of the screenplay are finallydetermined, Producer will send a written notice to each Writer. This notice will stateProducer’s choice of credits on a tentative basis, together with the names of the other

substantial contributors and their addresses last known to Producer. The notice will be sentto each such Writer pursuant to the “Notices” provision in the Agreement to which thisAnnexure “A” is attached or the most recent address provided by Writers to Producer inwriting.

I. Producer will make good faith efforts to communicate with such Writers. No

35

notice will be sent to Writers who do not have a current address on file with Producer. Incase of remakes, Producer shall not be under any obligation to send any notice to anyWriter contributing to the screenplay of the original production, unless such Writer receivedscreen credit in connection with such original production. In case of sequels, Producer shallnot be under any obligation to send any notice to any Writer contributing to the screenplayof the original production, unless such Writer is a substantial contributor to the screenplay ofthe sequel.

J. Producer will keep the final determination of screen credits open until a timespecified in the notice by Producer, but such time will not be earlier than twelve o’clock, p.m.(noon) of the fifth business day following dispatch of the notice above specified. If a Writerreceiving such notice makes a timely request to read the screenplay, Producer will make acopy of the completed screenplay immediately available to such Writer for reading atProducer’s studio. If, by the time specified, a written notice of objection to the tentativecredits has not been delivered to Producer from any of the Writers concerned, the tentativecredits will automatically become final.

K. However, if a protest is received by Producer from any Writer concernedwithin the time specified in Paragraph J. hereof, the credit determination period will beextended for an additional twenty-one (21) consecutive days after the expiration of timespecified for the first notice (which time period may be shortened or lengthened as Producermay deem appropriate). Producer will notify the Writer(s) tentatively designated byProducer to receive credit that a protest has been received and inform them of the new timeset for final determination.

L. To be effective, a protest must state the basis and the grounds therefor.Prior to final determination of credits, (i) the protesting Writer(s) may prepare and submit inwriting to Producer a statement setting forth the reasons for such protest in detail and (ii)each of the non-protesting Writers may prepare and submit in writing to Producer astatement setting forth the reasons why the protest is unfounded, such statement to includesuch specific details as may be necessary to clearly refute the protesting Writer’s position.To be considered by Producer, a copy of such statement must be concurrently served bythe protesting Writer or non-protesting Writer on all of the other Writers, by facsimile andmail, mail or personal delivery. Producer (through David Sproxton or Peter Lord or theirsuccessors or designees) shall read and consider the statement(s) of protest and thestatement(s) submitted by the other Writers and shall make a final determination of screencredits. Producer shall notify all Writers of such final determination of credits.

M. At any time during the final credit determination period, Producer and Writersmay unanimously agree to whom screenplay credit shall be given and provided thatProducer and Writers sign a writing so stating, then such credits will become final in theform as unanimously agreed.

N. Any credit accorded hereunder shall be subject to Producer’s standardexclusions and exceptions, including (without limitation) artwork exceptions.

0. Any notice specified in the foregoing paragraphs shall be sent by Producer toWriter(s) pursuant to the “Notices provision in the Agreement to which this Annexure “A” isattached or the most recent address provided by Writers to Producer in writing.

P. If after the screen credits are determined as hereinabove provided, materialchanges are made in the screenplay, which in the sole and absolute discretion of Producerjustify a revision of the screen credits, then the procedure for determining such revisedcredits will be the same as that provided for the original determination of credits.

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Q. Writer shall not have the right to claim any credit hereunder unless and until afinal credit determination has been made. Once determined, Writer shall not claim anycredit contrary to such determination.

R. If there is a protest of writing credits and a Writer’s agreement contains adifferent final credit determination process than this Annexure “A”, then Producer maydetermine in its sole discretion, which credit determination procedure to apply.

S. Without limiting Paragraph T., below, within a reasonable time after receipt ofwritten notice from Writer specifying a material failure to accord Writer credit, if any, inaccordance with this Annexure “A”, Producer shall use reasonable good faith efforts to cureprospectively any such material failure to accord Writer credit hereunder with regard to thepositive prints and advertising materials, if any, created after the date of Producer’s receiptof such notice. Producer will use reasonable good faith efforts to inform third party sub-distributors and licensees of the credit obligations set forth herein, but shall not beresponsible for the failure of any such third party to comply with same.

T. No casual or inadvertent failure to comply with any of the provisions of thisAnnexure “A” shall be deemed to be a breach of the contract of employment of the Writer,or entitle him/her to damages or injunctive relief. The Writer shall have no rights or claimsof any nature against Producer growing out of or concerning any determination of credits(including, without limitation, claims concerning the procedures set forth herein or whethersuch procedures were adequately followed), and all such rights or claims are herebyspecifically waived.

ENDOFANNEXURE”A”

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