PRODUCTION AGREEMENT

for the Film

"WHEN ALL HELL BREAKS LOOSE"

This Agreement is made this;  day of May, 1998. By and between TBN PRODUCTIONS, INC., a California Corporation doing business in and under the laws of the State of California. and having a principal office in Orange County, California (hereinafter referred to as "TBN"), and GENER8XION ENTERTAINMENT, INC., a California Corporation doing business in and under the laws of the State of California. and having a principal office in Los Angeles County, California (hereinafter referred to as "GENER8XION"). TBN and GENER8XION may be referred to herein individually as the "Party" and shall jointly be referred to herein as the "Parties".

RECITALS

Whereas, TBN, declares and represents that it possesses the ability and resources to fund the production of a forty-five (45) minute feature length film.

Whereas, GENER8XION, declares and represents that it possesses the ability and resources to produce a forty-fiye (45) minute feature length film.

Whereas, TBN and GENER8XION desire to enter into a relationship whereby GENER8XION will provide production services for the production of a forty-five (45) minute feature length film tentatively entitled "WHEN ALL HELL BREAKS LOOSE" (hereafter referred to as the "Film") on the terms and conditions hereinafter set forth.

NOW THEREFORE IT IS MUTUALLY AGREED AS FOLLOWS:

ARTICLE I.

THE GRANT OF ENGAGEMENT

1.0I Engagement: TBN hereby engages GENER8XION as Producer for the Film on the terms and conditions set forth herein below.

GENER8XION shall provide all services usually and customarily rendered by and required of a Producer employed in the motion picture industry, including but not limited to participating in the creation, writing and possible revision of the screenplay, consulting with the Executive Producer, as set forth herein, and all other aspects of planning, production and editing the Film.

GENER8XION's engagement shall continue for the period necessary for the completion of all of a Producer's services. GENER8XION's responsibility under this agreement shall be completed upon delivery to TBN of a high definition master and television version of the Film, as approved by the Executive Producer.

1.02 Consideration: As consideration for this Agreement, GENER8XION shall receive the total sum of Sixty Thousand Dollars ($60,000.00) payable in draws of Five Thousand Dollars ($5,000.00) per month, for action as Producer, which shall be included in the Budget for the Film.

1.03 Executive Producer: Paul F. Crouch, Sr. (hereafter PFC and/or Executive Producer) shall serve as the Executive Producer.

1.04 Other Production Principals: It is agreed between the Parties that Rob Marcarelli is hereby appointed as Line Producer for the Film, subject to GENER8XION entering into a contractual relationship with him.  The Director of the Film shall be chosen by a Selection Committee made up of the Executive Producer, GENER8XION, Paul Crouch, Jr. and Janice W. Crouch, (hereafter referredto as the "Selection Committee"). In all decisions to be made by the Selection Committee, a majority vote (3 of 4) shall determine all issues.  .In addition to the Director, the Selection Committee shall also determine the four (4) principal lead roles (actors) in the film as well as a replacement Line Producer (should the present Line Producer not be available). GENER8XION has the right to and may appoint other individuals and entities to act as  co-producers, assistant directors, etc., for the Film. Any such appointment shall be subject to the prior express approval of the Executive Producer.

1.05 Screen Credit: As additional consideration for this Agreement, GENER8XION shall be entitled.to all screen credit rights associated with being Producer of the film. Additionally, PAUL FRANKLIN CROUCH shall be entitled to all rights associated with being Executive Producer including screen credit rights.

ARTICLE II.

2.01 TERM. GENER8XION shall use its best efforts to complete the virtual reality version of the Film as well as the television version in final form on or before September 30, 1999.

In order for GENER8XION to meet this term, TBN acknowledges the following:

a. Its responsibility to perform its obligations under this agreement in a timely manner;

b. That the final version of the Film may be delayed due to the fact that there are a limited number of editing facilities for high definition film and that the production of the Film for use in a virtual reality theater will involve technology that is still in the developmental phase.

c. That Producer shall use its best efforts to make the final version of the Film forty-five (45) minutes in length and in no event shall the Film exceed fifty (50) minutes in length.

Section 2.02 Milestone Schedule: GENER8XION shalI provide to TBN with a schedule of TBN's milestones or responsibilities within thirty (30) days after the execution of this agreement.

Section 2.03 Subsequent Services: After completion of GENER8XION's services hereunder, if TBN shall require further and additional services of GENER8XION in the making of any retakes, added scenes, looping, cutting and editing, post-syncing, publicity interviews, stills and similar matters, GENER8XION shall render said services subject to reasonable compensation upon mutual agreement of the Parties.

Section 2.04 Termination on Occurrence of Stated Events: Notwithstanding any other provision set forth herein, this Agreement shall terminate automatically on the occurrence of any of the following events:

a. Bankruptcy or insolvency of either Party;

b. Dissolution of either Party.

Section 2.05 Termination Due to Default By Either Party: Should either Party default in the performance of this Agreement or materially breach any of its provisions, the other Party, at its option, may terminate this Agreement by giving written notification to the defaulting Party that said Party is in default and is therefore terminating this Agreement.

ARTICLE III.

BUDGET

Section 3.0 I Total Budget: The total budget for the Film shall be Two Million Five Hundred Thousand Dollars ($2,500,000.00). In no event shall the film exceed Three Million Dollars ($3,000,000.00) in the aggregate.

Section 3.02 Procedure for Draw Down of Budget Funds: GENER8XION shall draw down the budgeted funds as required from time to time by making a request for funds, in writing, to TBN. Upon receipt of the request, TBN shall submit the request to the Executive Producer, who shall have final approval on all draws. Upon approval by the Executive Producer, TBN shall wire or otherwise transfer the funds to GENER8XION in a timely manner.

Section 3.03 Budget Line-Item Detail: All costs and expenses required for the Film, including but not limited to the performers, creative personnel, planning, producing and editing the Film, as well as the compensation and expenses of the Producer, Director, Executive Producer and other production principals of the Film, as well as other items set forth herein below, shall be determined by mutual agreement of the parties, placed in a separate writing signed by the parties, and shall become a part of this agreement as though incorporated herein in full.

Section 3.04 Office Expenses: The parties understand and agree that the production offices for the Film shall be housed at the corporate office ofGENER8XION. As such, GENER8XION shall be entitled to receive 'three and one-half percent (3-112%) of the total budget for said office expenses including, but not limited to telephone charges, employee salaries, office supplies and other miscellaneous out of pocket expenses. Compensation shall be paid to GENER8XION in monthly draws as determined by mutual agreement of the Parties and shall be included in and paid from the Budget.

Section 3.05 Dailies Editing: The parties understand and agree that the editing of "dailies" will be performed at the post-production facilities of GENER8XION utilizing its equipment and personnel. As such, GENER8XION shall be entitled to receive a reasonable compensation for the use of its post-production facilities and staff Compensation to GENER8XION shall be determined by mutual agreement of the Parties and shall be included in and paid from the Budget.

Section 3.06 Independent Contractor: GENER8XION acknowledges and agrees that it's services under this Production Agreement are those of an independent contractor and that GENER8XION shall be responsible for reporting and paying all federal, state and foreign taxes which may be imposed upon compensation provided to GENER8XION by TBN pursuant to the terms of this Agreement.

Section 3.07 Budget Option: GENER8XION shall be entitled to utilize funds budgeted for one category of expenses to meet the requirements of another category so long as the . . budgetary limit set forth above in Section 3.01 is not exceeded and subject to approval by the Executive Producer.

Section 3.08 Separate Account: GENER8XION shall, and has, opened a checking account for the purpose of depositing draw requests received from TBN and for the payment of costs and expenses related to the Film. This account shall be separate and apart from any other banking account held by GENER8XION and shall require two signatures for all withdrawals from the account. The account information is as follows:

Account Name: GENER8XION FEATURE ACCOUNT

Banking Institution: Union Bank of California

Account Number: 2042026449

Signatories: Matt Crouch; Paul Crouch, Sr.; Paul Crouch, Jr.;

Terrence M. Hickey; Rob Marcarelli (or other designated Line Producer).

Section 3.09 Book of Accounts and Audit: GENER8XION shall keep books of account relating to the production of the Film at its principal place of business during the Term, and shall indicate in such records the allocations of monies it receives from TBN and the distribution thereof pursuant to the Budget for the Film. TBN shall have the right, at its own expense and with reasonable notice, to inspect and audit the applicable records of GENER8XION and to ascertain the accuracy of statements and payments hereunder. Any audit and/or inspection shall take place at GENER8XION's principal place of business. Any such audit shall be conducted only by a certified public accountant approved by GENER8XION (which approval shall not be unreasonably withheld, the so-called "Big Five" accounting firms being pre-approved), such audit to take place during reasonable business hours and in such a manner as not to interfere with GENER8XION's normal business activities. GENER8XION shall be furnished with a copy of such auditor's report within thirty (30) days after completion of such audit. In no event shall any audit continue for longer than thirty (30) calendar days.

Section 3.10 Screenplay and Script: The screenplay and script for the Film (hereafter referred to as the "Script") shall be written, prepared and produced by GENER8XION. In addition to the Script, GENER8XION shall also write, prepare and produce a novelization of the screenplay/script for the purpose of publication as a book, (hereafter referred to as the "Novelization"). As compensation for the Script and Novelization.GENER8XION shall receive the total sum of Thirty Thousand Dollars ($30.000.00) of which GENER8XION hereby acknowledges receipt of Fifteen Thousand Dollars ($15,000.00) as an advance thereon. Fifteen Thousand Dollars ($15.000.00) shall be included as part of the Budget for the Film and Fifteen Thousand Dollars ($15,000.00) shall be paid by TBN independent of the Budget for the Film.

GENER8XION shall deliver a final draft of the Script to the Executive Producer in a timely fashion, prior to production commencing on the Film. GENER8XION shall deliver a final draft of the novelization to the Executive Producer on or before the due date for the final version of the Film.

All rights to Script and the Novelization shall be the property of TBN.
*“All rights to Script and the Novelization shall be the property of TBN.”  *Bolded and highlighted for emphasis by reviewer

ARTICLE VI.

RIGHTS OF THE PARTIES

Section 4.01 The Rights of TBN: TBN's rights hereunder shall include:

a. All results and proceeds of GENER8XION' s services hereunder, including but not limited to all literary, dramatic, and musical material written, supplied or improvised, whether or not in writing, all designs and inventions of GENER8XION hereunder and all photographs, drawings, plans, specifications, and sound recordings containing all or part of the foregoing, shall constitute works prepared by GENER8XION within the course and scope of GENER8XION's engagement hereunder. All the foregoing, as well as the Film, the Script and the Novelization and all versions or derivatives of the same, are and shall be considered "works made for hire" for the benefit of TBN; and that TBN shall be considered the author thereof for all purposes and the owner of universal rights comprised in the copyright thereof and of any and all patents. trademarks. service marks and other rights thereto. 

*(Highlight is for editor's emphasis)  GENER8XION will, upon request. execute, acknowledge and deliver to TBN such additional documents as TBN may deem necessary to evidence and effectuate TBN's rights hereunder. and hereby grants to TBN the right as GENER8XION's attorney in fact to execute, acknowledge, deliver and record in the United States Copyright Office or elsewhere any and all such documents;

b. Issue and authorize publicity concerning GENER8XION, as producer, and to use GENER8XION's , and/or its principal's, name, likeness and biographical data in connection with the distribution., exhibition, advertising and exploitation of the Film and Novelization, as well as any ancillary or derivative products relating to the Film and Novelization.

c. Distribute and show the Film in any of its Virtual Reality Theaters.

d. To broadcast, sell and exploit the Film and Novelization through it's owned and operated television stations and affiliated stations; DirecTV, Prime Star, Echo Star domestic and international satellites and its cable outlets, worldwide;

e. The right to broadcast, exhibit and exploit the Film and Novelization for missionary purposes on any television, satellite or cable outlet, worldwide

f. Wholesale or retail sales/rentals worldwide~

g. Any and ail video, music. DVD or other multimedia sales/rentals worldwide~

h. Any and ail other rights. whether designated in this Agreement or not, which have not been expressly given or assigned to GENER8XION.

Section 4.02 Executive Producer: The Executive Producer shall have the following rights:

a. The rght to designate and appoint an agent to act on his behalf The Executive Producer hereby appoints Terrence M. Hickey as his agent.  The address and telephone number of the agent is the same as that of the Executive Producer.

b. Final budget approval, including all budget line items and draw requests.

c. Final approval of the Script and of the Novelization.

d. Final approval on all marketing and distribution agreements by any Party to this agreement.

e. Final approval of the "Final Version" of the Film.

Section 4.03 GENER8XION: GENER8XION shall have the following rights:

a. GENER8XION acknowledges and agrees that it has no rights to the Film, Script or Novelization, except as set forth in this Agreement.

ARTICLE V.

RESPONSIBLITIES OF THE PARTIES

In addition to those obligations and responsibilities already enumerated herein above the following responsibilities shall also enure to the parties as follows:

Section 5.0 I: GENER8XION: GENER8XION's responsibilities hereunder shall include:

a. Delivery of the "final version" Script and Novelization to the Executive Producer in a timely manner and consulting with the Executive Producer to insure that the final version of the Script and Novelization shall be suitable for use by TBN.

b. Payment of all actors. actresses, and other personnel, firms and companies required to complete the Film; including payment of all payroll, income or other tax related thereto.

c. Payment of any and all costs and expenses related to the Film, including but not limited to, equipment rental, film or tape stock, location acquisition, set construction, travel and transportation costs, (including freight and shipping), and any other necessary and related costs to bring the Film to completion.

d. Payment of the Producer's and Director's compensation as well as the compensation to all other production principals.

e. Payment of all royalty fees involving guilds, unions, or any collective bargaining agreement by virtue of the production and exploitation of the Film, including but not limited to, the Screen Actors' Guild (SAG) and Director's Guild of America (DGA).

f.  Editing of the film including editing the dailies and final editing the Film

g. Delivery of the film to the Executive Producer and consulting with the Executive Producer to insure that the final version of the Film shall be suitable for use by TBN in a virtual reality theater setting and that the Film. or a modified and/or expanded version of the film shall be suitable for broadcasting over TBN's owned and affiliated television stations, including a 16X9 pan and scan version of the film..

h. Delivery of the final, approved version of the Film to TBN on or before September 1, 1999.

1. GENER8XION shall indemnify and hold harmless TBN and the Executive Producer from and against any and all claims arising from any of GENER8XION' s responsibilities as set fonh in this Agreement. GENER8XION shall further indemnify and hold harmless TBN and the Executive Producer from and against any and all claims arising from any breach or default in the performance of any obligation on GENER8XION's part to be performed pursuant to this Agreement. In case any such action or proceeding is brought against TBN; GENER8XION,upon notice from TBN and/or the Executive Producer, shall defend the same, atGENER8XION's sole cost and expense, by counsel satisfactory to TBN and/or the Executive Producer.

J. GENER8XION shall not, during the term of this Agreement or at any time thereafter, dispute or contest, directly or indirectly, TBN's exclusive right and title to the Film, or the validity of TBN' s copyrights, trade-marks or other rights and interests thereon, nor shall GENER8XION assist or aid others in doing so. GENER8XION shall cooperate with TBN in preventing any infringement thereof  Section 5.02 IBN: TBN's responsibilities hereunder shall include:

a. Forward all Budget requests to the Executive Producer and to pay all approved Budget draws in a timely manner.

b. To offer guidance and advice in regard to the production of the Film.

c. For a period of six (6) months from completion of the Film, TBN agrees it shall not sell, transfer or assign the rights to the secular retail video sales/rentals and exhibition of the Film, but shall allow GENER8XION, during this time period, the right to exploit those secular rights, subject to the express approval of the Executive Producer.

c. Notwithstanding the above, the total aggregate amount of TBN's liability for this Agreement or any provision herein shall, in no event, exceed the aggregate amount TBN had actually paid in budget draws at any point in time.

Section 5.03 INSURANCE: Each of the Parties shall notify and instruct its liability insurer to extend its liability insurance coverage to the other Party and to such other firms and individuals associated with the production of the Film. Each Party shall cooperate with the other in providing such information as may be required to acquire said insurance. Any additional premium charged to the parties for this additional insurance shall be included in the Budget of the Film. Each of the Parties shall submit proof of insurance to the other in a timely basis.

ARTICLE VI.

MISCELLANEOUS

Section 6.01 Entire Agreement: This Agreement contains the entire agreement of the Panies hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Parties hereto, relating to the subject matter contained in this Agreement, which are not fully expressed herein.

Section 6.02 No Joint Venture: Neither Party shall use the name or credit of the other in any manner whatsoever, nor incur any obligation in the other Party's name. Nothing herein shall be construed to constitute the Parties as joint venturers, nor shall any similar relationship be deemed to exist between them.

Section 6.03 Assignment: Neither this Agreement, or any interest herein shall be assignable by either Party, without prior written consent of the Party, except as follows: a. TlBN shall have the right to assign this Agreement to a wholly-owned subsidiary of TBN. or to any affiliate controlled by TBN. However, should TBN make such an election. it shall forthwith notifyGENER8XION an deliver to GENER8XION a written assumption by the assignee in a form satisfactory to GENER8XION.

Section 6.04 Notices: All notices and/or requests for approvals ("notices") that either Party hereto is required or may desire to give the other shall be given in writing by addressing the same to the other at the address hereinafter set forth. or at such other address as my be designated. in writing. by any such party in a notice to the other. Notices shall be either personal delivery, overnight courier (Fed Ex. etc.), or by first class registered mail, return receipt requested. postage prepaid. and deposited in the United States Mail. Said notice shall be deemed served and received on the date executed on a receipt of acceptance or ifby personal delivery, upon physical delivery of the same.

The parties agree and acknowledge that although they any communicate with each other through telefax. telex. or telegram, these modes shall not be considered legal notice for the purposes of this Agreement. The addresses to which such notices shall be given are:

To: TBN PRODUCTIONS, INC.

C/O Terry Hickey  2442 Michelle Drive, Tustin. CA 92780

To: GENER8X10N ENTERTAINMENT, INC.

C/O Matt Crouch  2400 Kent, Los Angeles. Ca.90026

Section 6.05 Governing Law: All questions with respect to the construction of this Agreement. and the rights and liabilities of the Parties hereto shall be governed by the laws of the State of California. The Parties also agree that the venue for this Agreement shall be in the County of Orange. The Parties expressly waive any claim to jurisdiction in any federal or other state forum or venue in any other county or place.

Section 6.06 Successors and Assigns: Subject to the restrictions against assignment as herein contained, this Agreement shall be binding upon and inure to the benefit of the Parties, their predecessors, assigns. successors in interest, personal representatives, their past and present attorneys, principals, agents, independent contractors, officers, directors, shareholders, parents, issue, subsidiaries, agents, servants, estates, heirs, administrators, executors, conservators, trustees, legatees, and other affiliated entities of each of the Parties hereto.

Section 6.07 Attorney's Fees: Prior to commencing any legal action in a court of law, the parties shall first submit any dispute or controversy to Arbitration, which shall be conducted under the rules of the American Arbitration Association.  In the event of any controversy, claim or dispute between the Parties hereto, including, but not limited to, any action at law or equity, including any action for declaratory or injunctive relief, arising out of or relating to this Agreement, or the breach thereof, the prevailing party shall be entitled to recover from the losing party all of his or her actual attorney's fees and costs in bringing, prosecuting or defending said action.

Section 6.08 Modification: This Agreement may not be altered. modifiedor changed in any manner except by a writing executed by the party against whom it is to be enforced.

Section 6.09 Waiver: No breach of any provision of this Agreement can be waived unless in writing. Waiver of the breach of nay provisions of this Agreement shall not be deemed a waiver of any breach of the same or any other provision of this Agreement.

Section 6. 10 Severability: If any term, provision covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions, covenants or conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 6.11 Further Assurances: The undersigned represent and warrant that they shall do all acts and execute and deliver all documents necessary, convenient or desirable to further the provisions and purposes of this Agreement.

Section 6. 12 No Presumptions: It shall be presumed that each Party jointly drafted this Agreement, and no other presumption of any kind shall inure or apply with regard thereto or concerning the interpretation or construction of this Agreement in the event of any ambiguities.

Section 6.13 Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. All counterparts so executed shall constitute one agreement binding upon all parties, notwithstanding that all parties are signatory to the original or the same counterpart.

Section 6. 14 Titles. Headings and Captions: All titles, headings and captions used in this Agreement have been included for administrative convenience only and do not constitute matters to be construed in interpreting this Agreement.

Section 6.15 Gender: The use of the masculine gender herein is to be construed to include the feminine and the neuter where applicable. The use of the singular is to be construed to include the plural where applicable.

Section 6.16 Non-Recital: The terms of this Agreement are contractual and are not mere recital.

Section 6.17 Effective Date: This Agreement shall be effective as of the date of its execution by the last executing same.

Section 6.18 Voluntary Agreement: The parties hereto, and each of them, further represent and declare that they have carefully read this Agreement and understand the contents thereof. The parties further represent that they each sign this Agreement freely, voluntarily and without duress.

Section 6.19 Corporate Action Etc.: Each corporate party hereto represents and warrants that it is duly organized under the laws of the state or country of its incorporation; that it has taken all necessary action to authorize the execution and delivery of this Agreement; and that the execution and performance of this Agreement do not, and will not, violate any provisions of its Articles or Certificate of Incorporation, its By-Laws, or any contract or other agreement to which it is a party.

Section 6.20: Legal Capacity: The undersigned each represent and warrant that they have the right, power, legal capacity and authority to enter into and perform the obligations under this Agreement, on their own behalf and on the behalf of anyone they represent and that no further approval or consent any person or entity is necessary for them to enter and perform the obligations contained in this Agreement.

IN WITNESS HEREOF the parties have caused these presents to be signed by their duly authorized officers on the dates set forth herein below:

TBN PRGDUCTIONS, INC.

BY:

Terry Hickey, Secretary of.

TBN PRODUCTIONS,