Deal Memo (Seilhamer/WITHHELD)

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Per agreement eIIective September 7, 2006, between NAME WITHHELD, author oI the
short story, TITLE WITHHELD, and Kimberly Seilhamer, a screenwriter, author wishes
to pay Screenwriter to adapt and Screenwriter agrees to adapt TITLE WITHHELD
(reIerred to as the Adaptation) into a Ieature-Iilm screenplay suitable Ior production.
Form oI Work: First draIt and Polish oI Ieature screenplay
Pursuant to project phone conversation on July 13, 2006, Screenwriter and Author agree
that the 'First DraIt and 'Polish oI the Adaptation will speciIically address the
Iollowing:
1. A complete Ieature screenplay will be well-written, with compelling
characters and storyline. It will be at least 90 pages no longer than 120 pages
(unless an exception is granted in writing).
It is Iurther agreed that:
2. Screenwriter shall write this screenplay independently.
3. Screenwriter may develop the tale as she sees Iit, as long as the theme oI
'THEME WITHHELD is maintained.
4. Screenwriter may cut character(s), situations, and/or superIluous development
in the short story that detracts Irom the screen story.
5. Screenwriter may add characters, scenes, dialog, and elements oI the plot that
will enhance the screen story.
6. Screenwriter will have seven months Irom contract execution to complete Iirst
draIt and polish oI the screenplay.
7. This is not a collaboration and it will not be Iiled with the WGAw as such.

Concerning 'Credits, the parties agree to the Iollowing:
1. Screenwriter shall receive 'Written by, unless otherwise determined by the
Writer`s Guild oI America, West.
2. Author shall receive 'Based on a story by, unless otherwise determined by
the Writer`s Guild oI America, West.
3. Both parties understand that the governing body Ior writing credits is solely
and ultimately determined by the Writer`s Guild oI America, west.



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Concerning 'Ownership, the parties agree to the Iollowing:
1. Screenwriter shall own 65 oI the screenplay, Author shall own 35 oI the
screenplay.
2. Author shall retain all rights to the original material, to Iurther develop and
market as he sees Iit.
Author understands that screenwriter will not compensate author Ior adaptation rights to
his short story. Author would like to see his short story adapted into a screenplay, and
Screenwriter is willing and eager to Iacilitate this. However, an 'advance is necessary
to secure the Screenwriter`s writing time which will be reIunded to Author only in the
event the screenplay sells aIter it is written. It is understood that a sale is not guaranteed.
This being said, the parties agree to the Iollowing 'Compensation.
1. Author shall pay Screenwriter $30,000 as an advance to write the screenplay.
50 ($15,000) will be due upon contract signing. The remainder will be due
as Iollows: A second installment will be due on January 31, 2007, at which
time payment is made a Iirst draIt oI the screenplay will be delivered to
Author. The Final installment will be due on March 7, 2007, at which time
the Iinal draIt will be delivered. II author wishes, he may elect not to pay the
second installment until the project`s Iinal deadline oI March 7, 2007, at
which time the Iull balance will become due. However, in this case, no Iirst
draIt will be delivered to writer, only the polished screenplay, which oI
course, includes the Iirst draIt and all rewrites. The script will be delivered
upon payment in Iull.
2. The combined compensation oI 'Screenplay by and 'Based on a story by
shall be divided as Iollows: Seilhamer (65) and WITHHELD (35). II no
additional compensation is negotiated Ior 'Based on a story by, the
compensation will also be divided as Iollows: Seilhamer (65) and
WITHHELD (35).
3. Since Author has paid an advance oI $30,000 to the screenwriter, this amount
will be reimbursed to Author in the event the screenplay sells. This
reimbursed amount will be taken Irom Seilhamer`s 65, provided it honors
the 65/35 split agreed to here. For instance, iI the screenplay sells Ior
$200,000. Seilhamer would be entitled to $130,000. WITHHELD would be
entitled to $70,000. However, since WITHHELD has already paid an advance
oI $30,000, Seilhamer would repay WITHHELD this $30,000 Irom her
$130,000. However, in the event that the 'Screenplay by and 'Based on a
Story By are Iigured and compensated separately, both parties agree to
combine the salaries and Iurther honor the 65/35 split.
4. II additional rewrites are negotiated in the sale, Seilhamer will continue to
write independently. However, compensation will continue to be divided as
Iollows: Seilhamer (65) and WITHHELD (35).

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The aIorementioned will serve as a summary oI the deal.

"Author"

Michael Anderson Date

"Screenwriter"

Kimberly Seilhamer Date