Agreement on Payment of Registration Statement Legal and Accounting Fees between La Jolla Cove Investors, Inc. and Odyssey Pictures Corporation

Summary

La Jolla Cove Investors, Inc. and Odyssey Pictures Corporation agree that, from a $150,000 advance provided by LJCI, $50,000 will be retained by LJCI to pay legal and accounting fees for filing a registration statement related to convertible debentures and warrants. The $50,000 will be paid to attorneys and accountants once the registration statement is effective. Odyssey is responsible for any additional fees beyond this amount. This agreement outlines the payment process and responsibilities for these specific legal and accounting costs.

EX-10.37 5 ex-10_37.txt LA JOLLA COVE INVESTORS, INC. 1795 UNION STREET, 3rd FLOOR SAN FRANCISCO, CALIFORNIA 94123 TELEPHONE: (415) 409-8703 FACSIMILE: (415) 409-8704 E-MAIL: ***@*** LA JOLLA www.ljcinvestors.com SAN FRANCISCO - ------------------------------------------------------------------------------- June ___, 2003 Mr. _______________ Odyssey Pictures Corporation 16910 Dallas Parkway, Suite 104 Dallas, TX 75248 Re: Registration Statement Legal and Accounting Fees Dear ____________: This letter will set forth our agreement for the payment of the attorneys' and accounting fees necessary for the filing of a registration statement by Odyssey Pictures Corporation ("Odyssey") to cover, among other things, the shares of Odyssey common stock necessary for the 8% Convertible Debenture and the warrants issued to La Jolla Cove Investors, Inc. ("LJCI"). Under the Securities Purchase Agreement, LJCI is to advance $150,000 to Odyssey upon closing. It is agreed that LJCI will retain $50,000 of the initial advance for the payment of legal and accounting fees for the filing of the Registration Statement for the Conversion Shares and the Warrant Shares. The $50,000 will be paid to the attorneys and accountants once the Registration Statement has been declared effective. Odyssey agrees that it is responsible for the payment of legal and accounting fees, if any, over and above the $50,000 covered herein. If this letter correctly reflects our agreement regarding the payment of Odyssey's attorneys' and accounting fees for the preparation and filing of the Registration Statement, please acknowledge your agreement by signing below. Sincerely, Travis W. Huff Portfolio Manager Odyssey Pictures Corporation By: __________________________ Title: ________________________