OPTION/PURCHASE AGREEMENT

Exhibit 10.6

OPTION/PURCHASE AGREEMENT

This Option/Purchase Agreement (the “Agreement”) dated as of July 20, 2009, by and between Audience Productions, Inc. a Washington corporation (“Purchaser”) and Andrew Craft and Michael Zam (collectively, “Owner”).

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Owner does hereby agree at all times to indemnify and hold Purchaser harmless of and from any and all claims, demands, liabilities, losses, costs or expenses (including attorneys’ fees) or causes of action arising out of or in connection with any breach or claim of breach of any of Owner’s representations, warranties, covenants or agreements herein contained. Owner’s obligations under this section relate only to the rights in the Work acquired by Purchaser hereunder and not to any changes or additions which are made by Purchaser in the exercise of the rights granted Purchaser hereunder. As to such changes or additions, Purchaser shall indemnify Owner on the same basis as set forth above.

If, at the expiration of any Option Term Purchaser has not exercised its rights either to extend the Option Term or to purchase the rights, both as hereinabove provided, all rights previously granted to Purchaser in the Work, unless agreed to otherwise, shall revert back to Owner and Owner shall retain all Option Fees paid.

Upon Purchaser’s exercise of its Option, Owner hereby grants, sells and assigns to Purchaser, solely, exclusively, in perpetuity and throughout the world, all rights in and to the Work. Owner shall concurrently herewith execute a short form assignment in the form of Exhibit “A” attached hereto for filing in the copyright office as evidence of such grant of rights. Without limiting the generality of the foregoing, Owner specifically grants the following particular rights:

Without limiting the generality of the other grants contained herein, upon Purchaser’s exercise of the Option and agreement on Contingent Compensation, the following rights are also hereby granted, sold and assigned to Purchaser solely, exclusively, in perpetuity and throughout the world, to be exercised, however, only in connection with and for the purpose of advertising, publicizing, promoting and exploiting motion picture versions of the Work, and Purchaser’s exploitation of the other rights granted herein.

It is agreed that all rights granted to Purchaser herein may be exercised by Purchaser with respect to all drafts, revisions, adaptations, arrangements, dramatizations, translations (to the extent Owner is able to obtain such rights) and other versions of the Work which may heretofore have been written or which may hereafter be written by or with the authority of Owner. It is further agreed that Purchaser shall be under no obligation to exercise or put to use any of the rights acquired by Purchaser hereunder and that Purchaser may exercise any one or more of said rights at any time.

If no other screenwriter is engaged by Purchaser to provide services on the screenplay, Owner will be granted an on-screen, single card “Written By” credit in the main credits. If additional writers are engaged to work on the Work and/or if the motion picture is produced pursuant to an applicable agreement, then the screenwriting credit may be adjusted by Purchaser to take into account the contributions of other writers and/or the protocols set forth in the applicable agreement. Unless otherwise required by the protocols of an applicable agreement, Owner is guaranteed no less than shared writing credit. Owner will be granted the aforesaid credits in all print and other promotions of the motion picture, excluding only award ads and other standard industry exclusions. Notwithstanding the provisions of this section, the parties agree that any accidental or inadvertent failure by Purchaser to grant any of the credits provided for herein shall not be deemed a material breach of this Agreement.

All publicity, paid advertisements, press notices, or other information with respect to the exploitation of any of the rights granted hereunder by Owner to Purchaser shall be under the sole control of Purchaser, and Owner shall not consent and/or authorize any person or entity to release such information without the express prior written approval of Purchaser.

Owner acknowledges that during any and all applicable Option Terms, Purchaser may undertake development, preproduction and production activities in connection with any of the rights to be acquired hereunder.

During any and all applicable Option Terms, Owner shall not exercise or otherwise utilize any of the rights herein granted to Purchaser nor the rights reserved to Owner; nor shall Owner permit the use of or use any other rights reserved to Owner in a way that would in any manner or for any purpose unfairly compete, interfere, or conflict with the full and unrestricted use of the rights herein granted to Purchaser.

If the Work is hereafter published in any territory, Owner shall take and complete any and all steps and proceedings, required by law of any territory within which such publication occurs, to secure copyright in the Work, to prevent the Work from falling into the public domain by reason of such publication and to reserve for Purchaser all rights in any such publication granted to Purchaser hereunder. Owner shall take such steps and proceedings as may be necessary to renew or extend any and all copyrights now or hereafter secured upon the Work. As a material part of the consideration moving to Purchaser for its execution of this Agreement, Owner, without the payment of any further consideration by Purchaser, shall (promptly upon any such renewal or extension) assign to Purchaser, for such renew ed or extended term, all of the rights in the Work which are granted to Purchaser under this Agreement. Owner hereby waives the provisions of Sections 203 and 304(c) of Title 17 of the U.S. Code, if either of said Sections is applicable, to the maximum extent permitted by law. If Owner has the right to and does exercise any termination rights under either of said Sections, then Purchaser shall, nonetheless, have the right of first negotiation and first refusal rights with respect to any proposal by Owner to grant any other person any of the rights herein granted Purchaser.

Owner agrees to execute and procure any other and further instruments necessary to convey, assign and copyright the rights in the Work herein granted by Owner to Purchaser in any territory throughout the world. If it shall be necessary under the laws of any territory that copyright registration be acquired in the name of Owner, Purchaser is hereby authorized by Owner to apply for said copyright registration in the name of Owner; and, in such event, owner shall and does hereby assign and transfer the same unto Purchaser, subject to the rights in the Work reserved hereunder by Owner. Owner further agrees, upon request, duly to execute, acknowledge, procure and deliver to Purchaser such short form assignments as may be requested by Purchaser for the purpose of recording copyright ownership (or other bona fide purpose), in the United States or elsewhere.

Owner does hereby grant to Purchaser the free and unrestricted right, but at Purchaser’s own cost and expense, to institute in the name and on behalf of Owner any and all suits and proceedings at law or in equity to enjoin and restrain any infringement of the rights herein granted; and Owner does hereby assign and set over unto Purchaser any and all cause or causes of action arising or resulting by reason of or based upon such infringement or infringements, and Owner does hereby assign and set over unto Purchaser any and all recoveries obtained in any such action. Owner agrees that Owner will not compromise, settle or in any manner interfere with any such litigation, if brought, and Purchaser does hereby agree to indemnify and save harmless Owner from any costs or damages which Owner may suffer as a direct result of any such suits or proceedings, except to the extent, if any, that any such suit or proceeding is the result of a breach by Owner of Owner’s representations, warranties or agreements hereunder.

Purchaser shall provide Owner with one DVD of the picture when commercially available, if ever.

Owner agrees duly to acknowledge, execute and deliver (or to procure same) any and all further instruments relating to the origin, copyright ownership, clearances of privacy and personality rights, and Purchaser’s enforcement of rights granted to Purchaser herein, that Purchaser reasonably deems necessary or expedient to carry out and effectuate such purposes. If Owner fails to do so, however, Purchaser shall have the right, and Owner hereby appoints Purchaser or its nominee, as Owner’s irrevocable attorney-in-fact and coupled with an interest, to execute, acknowledge, deliver and file (or to produce others to do so) such further instruments as Purchaser deems reasonably necessary or desirable to protect, defend or enforce Purchaser’s rights hereunder. Purchaser shall have the be nefit of all of Owner's right, title and interest in and to any agreements, assignments, releases and other instruments in writing heretofore or hereafter executed in favor of Owner, if any, insofar as any said documents purport to grant or grant Owner any of the rights herein granted to Purchaser, together with the full benefit of any representation, warranty or agreement made by any other person in favor of Owner. For clarification, Purchaser’s power-of-attorney granted herein does not extend to the execution by Purchaser of motion picture financing or distribution agreements on behalf of Owner that would make Owner a direct party to such agreements.

Purchaser may assign, transfer, license, delegate or grant all or any part of its rights, privileges, and property hereunder to any person. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. In the event Purchaser shall sell or assign all of its right, title, and interest in and to the Work, and in the event such transferee shall assume all of the executory obligations of Purchaser as of the date of such transfer, Purchaser shall be, and is hereby, released from all further obligations to Owner hereunder accruing from and after the date of such transfer.

All notices hereunder may be served personally or by certified or registered mail, telegraph, overnight courier service or cable to the following addresses, or such substitute address as either party may designate by written notice to the other. The date of deposit of such notice in the United States mail or the date of delivery thereof to the telegraph or cable office shall be deemed the date of service of any notice. The addresses to which any such notice, accountings or statements are to be sent are as follows:

Purchaser:
Audience Productions, Inc.
c/o Jay T. Schwartz
2311 N. 45th St., Ste. 310
Seattle, WA 98103

Owner:
Andrew Craft
101 West 80th Street
Apt. 6E
New York, NY 10024

Michael Zam
c/o William Morris Endeavor
9601 Wilshire Blvd . 3rd Fl.
Beverly Hills, CA 90210

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

Exhibit A

Short Form of Assignment

IN WITNESS WHEREOF, the undersigned have executed this assignment as of July 20, 2009.