Sample Business Contracts


Publishing Agreement - Simon & Schuster Inc. and California Culintary Academy Inc.


                           PUBLISHING AGREEMENT


                           SIMON & SCHUSTER, INC.

                             (the "Publisher")

                                   and

                      CALIFORNIA CULINARY ACADEMY, INC.

                               (the "Author")

                                   agree:


      FIRST: The Author

A. shall deliver to the Publisher FOUR literary works now untitled, but 
referred to herein as

                     CALIFORNIA CULINARY ACADEMY BOOK #1
                     CALIFORNIA CULINARY ACADEMY BOOK #2
                     CALIFORNIA CULINARY ACADEMY BOOK #3
                     CALIFORNIA CULINARY ACADEMY BOOK #4

(herein collectively referred to as the "Literary Work") on or before: 
DECEMBER 1, 1996 (BOOK #1) AND MARCH 15, 1997 (BOOK #2), in Final Form on 
computer diskette with two double-spaced copies of the corresponding hard 
copy. MANUSCRIPT DELIVERY DATES FOR BOOK #3 AND BOOK #4 SHALL BE MUTUALLY 
AGREED UPON AT A LATER DATE. Each book comprising the Literary Work shall be 
approximately 224 book pages in length and they are described as follows: 
BOOK #1 SHALL INVOLVE THE TECHNIQUE OF WRAPPING (DUMPLINGS, WONTONS, 
RAVIOLIS, BURRITOS, ETC.), COVERING THE FULL INTERNATIONAL RANGE. BOOK #2 
SHALL DESCRIBE LOW-FAT COOKING TECHNIQUES. BOOK #3 SHALL DESCRIBE 
CHINESE/EASTERN COOKING TECHNIQUES. BOOK #4 SHALL DESCRIBE VEGETARIAN COOKING 
TECHNIQUES. EACH BOOK COMPRISING THE LITERARY WORK SHALL EMPHASIZE 
EXPLANATIONS OF THE TECHNIQUES, WITH APPROXIMATELY 100-125 REPRESENTATIVE 
RECIPES.

B. makes the warranties and representations set forth in Part Two Paragraphs 
36-45 of the Basic Agreement;

C. grants and assigns to the Publisher;

       (i) all primary rights, except audio, video, calendar and electronic 
           rights; and

      (ii) the shares provided in THIRD: A of this Publishing Agreement of 
           the proceeds on disposition of the secondary rights; and

D. INTENTIONALLY DELETED.


<PAGE>


      SECOND: The Publisher

A. shall publish the Literary Work in book form within 18 months after 
acceptance of the manuscript therefore;

B. shall pay the Author, as an advance against and on account of all monies 
accruing to Author under this Agreement, the sum of THREE HUNDRED THOUSAND 
DOLLARS ($300,000.00) payable as follows:

                     $100,000.00 on the signing of this Agreement;
                     $28,571.43 on the delivery and acceptance of the 
                     manuscript for Book #1, as satisfactory to the Publisher;
                     $28,571.43 on the delivery and acceptance of a detailed
                     outline for Book #2, as satisfactory to the Publisher;
                     $28,571.43 on the delivery and acceptance of the
                     manuscript for Book #2, as satisfactory to the Publisher;
                     $28,571.43 on the delivery and acceptance of a detailed
                     outline for Book #3, as satisfactory to the Publisher;
                     $28,571.43 on the delivery and acceptance of the
                     manuscript for Book #3, as satisfactory to the Publisher;
                     $28,571.43 on the delivery and acceptance of a detailed
                     outline for Book #4, as satisfactory to the Publisher; and
                     $28,571.42 on the delivery and acceptance of the
                     manuscript for Book #4, as satisfactory to the Publisher;

       (i) royalties at the following rates, based on the catalog retail 
           price of every copy sold in the United States, less returns, for 
           sales of the trade edition, exclusive of sales specified in 
           subparagraph (iv) below:

           8% of catalog retail price on the first 50,000 copies sold; and
           10% of catalog retail price on all copies sold thereafter;

      (ii) royalties at the following rates, based on the catalog retail 
           price of every copy sold in the United States, less returns, for 
           sales of the trade paperback edition, exclusive of sales specified 
           in subparagraph (iv) below:

           6% of catalog retail price on all copies sold; and
           7.5% of catalog retail price on all copies sold thereafter;

     (iii) 50% of the proceeds on disposition of the other primary rights, 
           except as otherwise provided herein; and

      (iv) in accordance with the provisions in Part Five of the Basic 
           Agreement, for sales by mail order, at special discount, for 
           export or outside the United States, as unbound sheets, from 
           reduced printings, to book clubs, or as excess stock, or for any 
           [textbook,] large print or hardcover reprint editions, [on calendars
           and on Publisher's exercise of commercial rights, on electronic,
           audio or video editions] of the Literary Work published by the 
           Publisher itself under one of its own imprints.


<PAGE>


   A. shall share the proceeds on disposition of the secondary rights, except 
      as otherwise provided herein, as follows:


      Dramatic Rights                    100% to Author         0% to Publisher
      Motion Picture Rights              100% to Author         0% to Publisher
      Theme Park Rights                  100% to Author         0% to Publisher
      Radio Rights                       100% to Author         0% to Publisher
      Television Rights                  100% to Author         0% to Publisher
     *First Periodical Rights             90% to Author        10% to Publisher
      Commercial Rights                  100% to Author         0% to Publisher
     *Foreign Language Rights             75% to Author        25% to Publisher
     *British Commonwealth Rights         75% to Author        25% to Publisher


      Publisher is authorized exclusively on behalf of the Author to dispose 
      of such secondary rights as are preceded by an asterisk.

   B. shall be bound by all of the terms and conditions of the Basic 
      Agreement which follows and which is made an integral part of this 
      Publishing Agreement, and

   C. agree to the following special provisions, which shall prevail over any 
      conflicting provisions in the Basic Agreement:

       (I) THE PUBLISHER SHALL CONSULT THE AUTHOR WITH RESPECT TO THE COVER 
           AND INTERIOR DESIGN OF THE LITERARY WORK.

      (II) THE PUBLISHER SHALL PAY ANY AND ALL COSTS INCURRED IN CONNECTION 
           WITH THE ILLUSTRATIONS AND PHOTOGRAPHS TO BE USED WITHIN THE 
           LITERARY WORK.

     (III) THE AUTHOR SHALL ENGAGE A WRITER FOR THE BOOKS COMPRISING THE 
           LITERARY WORK (THE "WRITER"), AND SUCH WRITER SHALL BE SUBJECT TO 
           THE MUTUAL AGREEMENT OF THE AUTHOR AND THE PUBLISHER. THE AUTHOR 
           SHALL ENGAGE SUCH WRITER PURSUANT TO A WRITTEN AGREEMENT AND THE 
           AUTHOR SHALL BE RESPONSIBLE FOR ANY PAYMENTS DUE TO THE WRITER, 
           IN ANY EVENT.


AUTHOR                                        SIMON & SCHUSTER, INC.


By   /s/ ALEXANDER M. HEHMEYER     (L.S.)     By
  ---------------------------------              ------------------------------
         President                                    AUTHORIZED SIGNATURE
Tax I.D.# or
Soc. Sec.#: 94-3042862
           ------------------------------
Citizenship: USA (California Corporation)
            -----------------------------
Dated 2/22/96
     ------------------------------------

                                       3



<PAGE>


                              BASIC AGREEMENT

         Relating to the Publishing Agreement dated January 17, 1996
   between Simon & Schuster, Publisher, and California Culinary Academy, Inc.,
                Author, for publication of the work now entitled

                      CALIFORNIA CULINARY ACADEMY BOOK #1
                      CALIFORNIA CULINARY ACADEMY BOOK #2
                      CALIFORNIA CULINARY ACADEMY BOOK #3
                      CALIFORNIA CULINARY ACADEMY BOOK #4



                               Table of Contents


                                                             Page
                                                             ----
      PART ONE
           Definition of Terms..............................    5

      PART TWO
           Author's Warranties..............................   10

      PART THREE
           Extent of Grant..................................   12

      PART FOUR
           Copyright........................................   14

      PART FIVE
           Royalties and Other Payments.....................   14

      PART SIX
           Delivery of Manuscript and Correction of Proofs..   17

      PART SEVEN
           Delays in Publication............................   19

      PART EIGHT
           Disputes.........................................   20

      PART NINE
           Indemnification and Defense of Litigation........   20

      PART TEN
           Infringement by Others...........................   21

      PART ELEVEN
           Withdrawal from Publication......................   22

      PART TWELVE
           Breach by Publisher..............................   22

      PART THIRTEEN
           Miscellaneous Provisions.........................   22


<PAGE>

                               Basic Agreement

                                  PART ONE

                              Definition of Terms


As used in this Basic Agreement and in the Publishing Agreement:

PRIMARY RIGHTS

   1. "Primary rights" shall mean all of the rights defined in Part One 
Paragraphs 2 through 14 inclusive. The territory within which such rights are 
exercisable is set forth in Part Three Paragraph 46.

TRADE EDITION RIGHTS, TRADE EDITIONS

   2. "Trade edition rights" shall mean the exclusive right to publish, or 
authorize others to publish, trade editions of the Literary Work referred to 
in the Publishing Agreement. "Trade Editions" shall mean the first edition of 
the Literary Work in hardcover book form, and all other editions in book form 
except those referred to in the following paragraphs.

BOOK CLUB RIGHTS

   3. "Book club rights" shall mean the exclusive right to authorize book 
clubs to print and sell the Literary Work in book form.

MASS MARKET AND TRADE PAPERBACK RIGHTS

   4. (a) "Mass market paperback rights" shall mean the exclusive right, 
after the publication of the first trade edition, to authorize others (not 
including book clubs) to publish paperback editions of the Literary Work in 
formats known in the publishing industry as designed primarily for mass 
market distribution through such channels as chain store outlets and news and 
magazine wholesalers.

      (b) "Trade paperback rights" shall mean the exclusive right to publish, 
or authorize others to publish, paperback editions of the Literary Work in 
formats known in the publishing industry as designed primarily for 
distribution through book trade channels.

CALENDAR RIGHTS

   5. "Calendar rights" shall mean the exclusive right to use, or to 
authorize others to use, all or any portion of the Literary Work as the basis 
for one or more calendars, which may include solely text and/or illustrations 
from the Literary Work or which may combine text and/or illustrations from 
the Literary Work with text and/or illustrations from other works. CALENDAR 
RIGHTS ARE RETAINED BY THE AUTHOR.

TEXTBOOK RIGHTS

   6. "Textbook rights" shall mean the exclusive right to publish, or to 
authorize others to publish, the Literary Work or any portion thereof in 
textbook form for distribution to or use in educational or other similar 
institutions. TEXTBOOK RIGHTS ARE RETAINED BY THE AUTHOR.


<PAGE>

PERMISSIONS

   7. "Permissions" shall mean the exclusive right, after publication of the 
trade edition, to reproduce, or to authorize others to reproduce, portions of 
the Literary Work, including, without limitation, selections from, parts of, 
and/or photographs, charts, maps, drawings, index, illustrations and other 
illustrative or decorative material from the Literary Work, to the extent 
that the Publisher deems appropriate. Publisher may authorize copyright and 
permissions clearance organizations to act in full or in part on its behalf 
and Publisher shall account to the Author for royalties received from such 
organizations designated as arising from reproduction of the Literary Work.

ABRIDGMENT OR CONDENSATION RIGHTS

   8. "Abridgment or condensation rights" shall mean the exclusive right to 
publish, or to authorize others to publish, either as part of a book (as 
distinguished from a periodical), or as a separate book publication, an 
abbreviated version of the Literary Work, not exceeding two-thirds of the 
original version in length, all of which must be (i) in the original text, if 
it is an abridgment, or (ii) approved in writing by the Author, if it is a 
condensation.

SECOND PERIODICAL RIGHTS

   9. "Second periodical rights" shall mean the exclusive right to publish 
all or part of the Literary Work in a periodical (including a magazine or 
newspaper), serially or in one issue, after publication of the trade edition 
of the Literary Work.

TRANSCRIPTION RIGHTS

   10. "Transcription rights" shall mean the exclusive right to use the 
Literary Work, or any portion thereof, as a basis for phonographic, tape, 
wire, magnetic, electronic, light wave amplification, photographic, 
microfilm, microfiche, slides, filmstrips, transparencies, programming for 
any method of information storage, reproduction or retrieval, and for any 
other forms or means of copying, recording, storage or retrieval (now known 
or hereafter devised) the text of the Literary Work, including recordings 
made for the blind, but excluding any uses encompassed in the electronic 
rights.


<PAGE>

ELECTRONIC RIGHTS

   11. "Electronic rights" shall mean the sole and exclusive right to use or 
adapt, and to authorize others to use or adapt, the Literary Work or 
any portion thereof, for one or more "electronic versions." As used herein, 
the term "electronic versions" shall mean any and all methods of copying, 
recording, storage, retrieval or transmission of all or any portion of the 
Literary Work, alone or in combination with other works OR MATERIALS 
(INCLUDING STILL PHOTOGRAPHS AND ILLUSTRATIONS, VIDEO FOOTAGE, SOUND AND 
ADDITIONAL TEXT), including in any multimedia work or electronic book, by any 
electronic, electromagnetic or other means now known or hereafter devised, 
including, without limitation, by analog or digital signal, whether in 
sequential or non-sequential order, on any and all physical media now known 
or hereafter devised including, without limitation, magnetic tape, floppy 
disks, interactive CD, CD-ROM, laser disk, optical disk, integrated circuit 
card or chip and any other human or machine readable medium, whether or not 
permanently affixed in such media, and the broadcast or transmission thereof 
by any means now known or hereafter devised, but excluding audio recording 
rights, video recording rights and all uses encompassed in the definitions of 
motion picture rights and television rights (provided that the exercise of 
any of the foregoing rights, if reserved herein by the Author or licensed to 
any third party, shall not preclude the exercise of electronic rights). 
ELECTRONIC RIGHTS TO THE LITERARY WORK ARE RETAINED BY THE AUTHOR. THE 
PUBLISHER ACKNOWLEDGES THAT THE AUTHOR IS USING REASONABLE EFFORTS TO 
NEGOTIATE FOR THE PUBLISHER'S ACQUISITION OF SUCH ELECTRONIC RIGHTS. THE 
TERMS OF SUCH ACQUISITION, IF COMPLETED, SHALL BE SUBJECT TO A SEPARATE 
AGREEMENT BETWEEN THE AUTHOR AND THE PUBLISHER.

AUDIO AND VIDEO RIGHTS

   12. (a) "Audio rights" shall mean the exclusive right to use or adapt, and 
to authorize others to use or adapt, the Literary Work or any portion thereof 
as the basis for one or more non-dramatic audio recordings. AUDIO RIGHTS ARE 
RETAINED BY THE AUTHOR.

      (b) "Video rights" shall mean the exclusive right to use or adapt, and 
to authorize others to use or adapt, the Literary Work or any portion thereof 
as the basis for one or more non-dramatic video recordings. VIDEO RIGHTS ARE 
RETAINED BY THE AUTHOR.

DIGEST RIGHTS

   13. "Digest rights" shall mean the exclusive right to publish, or to 
authorize others to publish, in any magazine - whether devoted exclusively to 
abbreviated versions, or consisting primarily of other material - an 
abbreviated version (abridged or condensed) of the Literary Work, which 
version shall be complete in one issue and shall not exceed approximately 
30,000 words or one-half of the length of the Literary Work, whichever is 
less.

OTHER PUBLISHING RIGHTS

   14. "Other publishing rights" shall mean all publishing rights not 
specifically enumerated herein, whether now in existence or hereafter coming 
into existence.

SECONDARY RIGHTS

   15. "Secondary rights" shall mean all the rights defined in Part One 
Paragraphs 16 through 23 inclusive. The territory within which such rights 
are exercisable is set forth in Part Three Paragraph 47.

DRAMATIC RIGHTS

   16. "Dramatic rights" shall mean the exclusive right to use, or to 
authorize others to use, the Literary Work, title, plot, episodes, events, 
scenes and characters depicted therein, in whose or in part, for (i) writing 
a dramatic version thereof, or a drama in any way based thereon and (ii) 
producing or performing either of the above on the stage. DRAMATIC RIGHTS ARE 
RETAINED BY THE AUTHOR.


<PAGE>

MOTION PICTURE RIGHTS

   17. "Motion picture rights" shall mean the exclusive right to use, or to 
authorize others to use, the Literary Work, title, plot, episodes, events, 
scenes and characters depicted therein, in whole or in part, for the purpose 
of making motion pictures primarily for exhibition in regular commercial 
channels, and shall include the allied motion picture rights. "Allied motion 
picture rights" shall mean (i) the exclusive right to condense, or to 
authorize others to condense, the Literary Work, or the commercial motion 
picture treatment thereof, into not more than 7,500 words, for the purpose of 
promoting motion pictures based on the Literary Work, and (ii) such limited 
radio or television rights as are customarily granted for the purpose of 
using those mediums to promote motion pictures based on the Literary Work. 
MOTION PICTURE RIGHTS ARE RETAINED BY THE AUTHOR.

THEME PARK RIGHTS

   18. "Theme park rights" shall mean the exclusive right to use all or any 
portion of the Literary Work in and in connection with amusement/tour/theme 
parks. Such rights shall include, without limitation, the right to (i) 
create, present, stage and/or perform any attraction, presentation, show 
and/or ride based upon and/or derived from the Literary Work; (ii) use 
"walk-around" performances by actors recreating characters in the Literary 
Work; (iii) use the Literary Work in and/or in connection with any such 
attraction, presentation, show and/or ride; and (iv) use any of the foregoing 
to advertise, exploit and/or promote any such amusement/tour/theme park. 
THEME PARK RIGHTS ARE RETAINED BY THE AUTHOR.

RADIO RIGHTS

   19. "Radio rights" shall mean the exclusive right to use, or to authorize 
others to use, the Literary Work, title, plot, episodes, events, scenes and 
characters depicted therein, in whole or in part, for AM, FM or other 
broadcasting. RADIO RIGHTS ARE RETAINED BY THE AUTHOR.

TELEVISION RIGHTS

   20. "Television rights" shall mean the exclusive right to use, or to 
authorize others to use, the Literary Work, title plot, episodes, events, 
scenes and characters depicted therein, in whole or in part, for broadcast 
performance on television. TELEVISION RIGHTS ARE RETAINED BY THE AUTHOR.

FIRST PERIODICAL RIGHTS

   21. "First periodical rights" shall mean the exclusive right to publish, 
or authorize others to publish, all or part of the Literary Work in a 
periodical (including a magazine or newspaper), serially or in one issue, 
before publication of the trade edition of the Literary Work.

COMMERCIAL RIGHTS

   22. "Commercial rights" shall mean the exclusive right to use, or to 
authorize others to use, in whole or in part, the Literary Work, the title of 
the Literary Work, and the names and characterizations of characters created 
in the Literary Work, as a basis for (i) trademarks or trade names for other 
products, or (ii) toys or games. COMMERCIAL RIGHTS ARE RETAINED BY THE AUTHOR.

FOREIGN LANGUAGE RIGHTS AND BRITISH COMMONWEALTH RIGHTS

   23. (a) "Foreign language rights" shall mean the exclusive right to 
translate or to authorize others to translate the Literary Work in whole or 
in part into one or more foreign languages, and to publish, or to authorize 
others to publish, such translations in any part of the world.

      (b) "British Commonwealth rights" shall mean the exclusive right to 
publish and to authorize others to publish the Literary Work in whole or in 
part in the English language in the British Commonwealth as defined by 
Publisher at the date of this agreement, excluding Canada and Israel.


<PAGE>


      (c) Whichever party controls foreign language or British Commonwealth 
rights in the Literary Work shall control all publishing rights thereto as 
well as non-publishing primary rights. Non-publishing secondary rights shall 
in all instances be controlled by the party who is otherwise authorized to 
dispose of such rights pursuant to this agreement.

AUTHOR'S UNSHARED SECONDARY RIGHTS

   24. "Author's unshared secondary rights" shall mean all secondary rights as 
to which, under Part THIRD: A of the Publishing Agreement, the Author is to 
retain all the proceeds from disposition.

SHARED SECONDARY RIGHTS

   25. "Shared secondary rights" shall mean all secondary rights as to which, 
under Part THIRD: A of the Publishing Agreement, the Author and the Publisher 
are to share the proceeds from disposition.

SALE, DISPOSITION OR GRANT OF RIGHTS

   26. A "sale," "disposition" or "grant" of rights shall include an 
assignment, transfer, bargain or license of the rights referred to or of any 
interest or option relating to such rights.

PROCEEDS ON DISPOSITION OF PRIMARY RIGHTS

   27. "Proceeds on disposition of the primary rights" shall mean the gross 
amount received on the sale or disposition of such primary rights, less any 
costs and expenses incurred by the Publisher in connection with or by reason 
of such sale or disposition.

PROCEEDS ON DISPOSITION OF SECONDARY RIGHTS

   28. "Proceeds on disposition of the secondary rights" shall mean the gross 
amount received from the sale or disposition of such secondary rights, less 
any third party commission which may be paid for services rendered in 
connection with such disposition, either to the Author's agent designated in 
the Publishing Agreement or to any agent authorized by the Publisher to 
dispose of such secondary rights, PROVIDED THAT THE TOTAL AMOUNT SUBTRACTED 
FOR SUCH AGENT'S FEE SHALL NOT EXCEED 20% OF THE GROSS AMOUNT RECEIVED FROM 
THE PUBLISHER UPON SUCH DISPOSITION, and less any bank fees or other monetary 
transfer charges incurred by the Publisher or Author in connection with or by 
reason of such sale or disposition.

FINAL FORM

   29. "Final Form" shall mean a complete, legible, typewritten manuscript of 
the Literary Work (including photographs, charts, maps, drawings or index, if 
any of these are required), or, if Publisher requests, diskettes or other 
electronic format specified by Publisher containing the Literary Work, 
acceptable to the Publisher in content and form.

AGREED PUBLICATION DATE

   30. "Agreed publication date" shall mean the date on which the Publisher 
has agreed in the Publishing Agreement to publish the Literary Work.

ACTUAL PUBLICATION DATE

   31. "Actual publication date" shall mean the date of the first sale and 
shipment of the Literary Work.


<PAGE>

BASE ROYALTY RATE

   32. "Base royalty rate" shall mean the royalty rates provided in Part 
SECOND: B(i) and (ii) of the Publishing Agreement.

MAIL ORDER SALES

   33. "Mail order sales" shall mean sales of the Literary Work directly to 
the consumer through mail order coupon advertising, direct-by-mail 
solicitation, or other direct response sales employing the mails.

SPECIAL DISCOUNT SALES

   34. "Special discount sales" shall mean sales made in the United States 
outside regular trade channels at a discount of more than 50% from the 
catalog retail price. Sales to book clubs shall not be included under special 
discount sales.

AGREEMENT

   35. "Agreement" (or "this agreement") shall mean the Publishing Agreement 
and this Basic Agreement.


                                  PART TWO

                             Author's Warranties

The Author warrants and represents that:

SOLE AUTHOR AND PROPRIETOR

   36. Author is the sole author and proprietor of the Literary Work.

AUTHORITY TO GRANT

   37. Author has full power and authority to make this agreement and to 
grant the rights granted hereunder, and Author has not previously assigned, 
transferred or otherwise encumbered the same; and Author has no prior 
agreement, commitment, or other arrangement, oral or written, to write or 
participate in writing any other book-length work and will enter into no such 
agreement, commitment, or other agreement until after delivery of the 
manuscript of the Literary Work in Final Form, EXCEPT FOR AGREEMENTS OR 
COMMITMENTS PROVIDING FOR PUBLICATIONS BY THE AUTHOR INTENDED AS COMPANION 
BOOKS FOR A TELEVISION SERIES.

NOT PREVIOUSLY PUBLISHED, NOT IN PUBLIC DOMAIN

   38. The Literary Work is wholly original, has not been previously 
published, and is not in the public domain.

NO INFRINGEMENT

   39. The Literary Work does not infringe any statutory or common law 
copyright or any proprietary right of any third party.


<PAGE>

NOT LIBELOUS

   40. The Literary Work does not invade the right of privacy of any third 
person, or contain any matter libelous or otherwise in contravention of the 
rights of any third person, and, if the Literary Work is not a work of 
fiction, all statements in the Literary Work asserted as facts are true or 
are based upon reasonable research for accuracy.

NOT UNLAWFUL

   41. (a) The Literary Work contains no matter which is obscene or matter 
the publication or sale whereof otherwise violates any federal or state 
statute or regulation, nor does Author's entering into this agreement 
violate any such statute or regulation, nor is the Literary Work in any other 
manner unlawful.

NOT INJURIOUS

       (b) Nothing contained in the Literary Work shall be injurious to the 
health of the user.

PERMISSIONS

       (c) If the Author incorporates in the Literary Work any writings, 
[drawings, photographs or other material] either previously published or not, 
either by the Author or another artist or writer, Author shall, prior to 
delivery of the Literary Work in Final Form obtain and, whenever requested by 
Publisher, deliver to the Publisher proper and complete written permission 
and authorization from the owner of the common law or statutory copyright or 
other right to use the same in the Literary Work and for the purpose of 
promotion or advertising the Literary Work throughout the world.

NEXT WORK

   42. The Literary Work will be the Author's next four books (whether under 
the Author's own name or otherwise), that he or she will not undertake to 
write any other work for publication in book form before delivery to the 
Publisher of the manuscripts for the Literary Work in Final Form, and that in 
no event will he or she publish or authorize publication of any other 
book-length work of which he or she is an author or co-author until six 
months after publication of the Literary Work, OR WITHIN EIGHTEEN MONTHS OF 
DELIVERY OF THE FINAL MANUSCRIPT FOR THE LITERARY WORK, WHICHEVER SHALL BE 
EARLIER, PROVIDED THAT THE TERMS OF THIS PARAGRAPH SHALL NOT APPLY TO 
PUBLICATIONS BY THE AUTHOR INTENDED AS COMPANION BOOKS FOR A TELEVISION 
SERIES.

INVESTIGATION BY PUBLISHER

   43. The Publisher shall be under no obligation to make an independent 
investigation to determine whether the foregoing warranties and 
representations are true and correct; and any independent investigation by or 
for the Publisher, or its failure to investigate, shall not constitute a 
defense to the Author in any action based upon a breach of any of the 
foregoing warranties.

EFFECT OF WARRANTIES AND REPRESENTATIONS

   44. The warranties and representations of Author hereunder are true on the 
date of the execution of this agreement and shall be true on the date of the 
actual publication of the Literary Work, and at all intervening times. The 
Publisher may rely on the truth of the warranties and representations herein 
in dealings with any third party in connection with the exercise or 
disposition of any rights in the Literary Work.

WARRANTIES TO SURVIVE TERMINATION

   45. Each of the foregoing warranties and representations shall survive the 
termination of this agreement.

<PAGE> 


                                PART THREE

                                Extent of Grant

TERRITORIAL EXTENT OF PRIMARY RIGHTS

   46. Under the grant of primary rights, the Publisher and its grantees 
shall have the exclusive right of publication throughout the world in the 
English language, the Spanish language and all other languages under its own 
name and under various trade names and imprints.

TERRITORIAL EXTENT OF SECONDARY RIGHTS

   47. The secondary rights are world-wide rights, and all provisions as to 
the disposition of such secondary rights and the sharing of the proceeds thereof
shall apply equally in all countries of the world.

DURATION OF GRANT

   48. All rights granted under this agreement are, except where expressly 
subject to earlier termination, to continue in effect during the full term of 
the copyright of the Literary Work in the United States under the laws of the 
United States.

AUTHOR'S RIGHTS

   49. All rights not expressly granted by the Author to the publisher are 
reserved by the Author. The Author shall not exercise or dispose of any 
reserved rights in such a way as substantially to destroy, detract from, 
impair or frustrate the value of any rights granted herein to the Publisher, 
nor shall the Author publish or permit to be published during the term of 
this agreement any book or other writing based substantially on subject 
matter, material, characters or incidents in the Literary Work without the 
written consent of the Publisher. The Author has not granted and will not 
grant to any person (except to the Publisher), permission, authority, right 
or license for publication or distribution of the Literary Work in the open 
English language market, in a mass-market or trade paperback edition, sooner 
than the latter of one year following the publication of any British 
hardcover edition or three months following publication of the first United 
States mass market paperback edition. The Author shall not submit any 
full-length work or proposal therefor in any form to the Publisher or to any 
third party until he or she has delivered to the Publisher the complete 
manuscript of the Literacy Work in Final Form.

DISPOSITION OR EXERCISE BY PUBLISHER OF PRIMARY RIGHTS

   50. The Publisher shall have the exclusive right, but shall not be 
obligated, to dispose of or exercise any or all of the primary rights in the 
Literary Work. During the Author's lifetime, however, such right shall be 
subject to the Author's consent in case of disposition of mass market 
paperback rights, such consent not unreasonably to be withheld or delayed. 
The Publisher shall notify the Author promptly after each disposition of 
primary rights, but inadvertent failure to do so will not be deemed a breach 
of this agreement.

DISPOSITION OF AUTHOR'S UNSHARED SECONDARY RIGHTS

   51. The Author shall have the exclusive right to dispose of the Author's 
unshared secondary rights, and shall notify the Publisher promptly after each 
such disposition.

FLOW-THROUGH TO PUBLISHER

   52. [Until the Author's advance has earned out (after a reasonable reserve 
for returns), the Author shall be obligated to pay the Publisher all proceeds 
(less the agent's commission) resulting from the disposition of first 
periodical rights, foreign language rights and British Commonwealth rights, 
and such

<PAGE>

sums paid to the Publisher shall be credited in reduction of any unearned 
portion of the advance paid to the Author hereunder. The Publisher shall have 
the right to approve any disposition of such rights made before the Author's 
advance has earned out, such approval not unreasonably to be withheld. The 
Author's agent is hereby directed to make payments to the Publisher in 
accordance with this paragraph within 30 days after Author's agent's receipt 
thereof.]

DISPOSITION BY PUBLISHER OF SHARED SECONDARY RIGHTS

   53. The Publisher shall have the exclusive right, but shall not be 
obligated, as agent of the Author to dispose of the shared secondary rights 
as to which it has authority from the Author. The Publisher may appoint an 
agent to dispose of any rights of which the Publisher is authorized to 
dispose, PROVIDED THAT THE TOTAL AMOUNT SUBTRACTED FOR SUCH AGENT'S FEE SHALL 
NOT EXCEED 20% OF THE GROSS AMOUNT RECEIVED FROM THE PUBLISHER UPON SUCH 
DISPOSITION. When Publisher is specifically authorized to dispose of rights 
such authorization shall be deemed an agency coupled with an interest.

APPROVALS, SALES TO AFFILIATES

   54. Neither the Publisher nor the Author shall unreasonably withhold 
consent where such consent is requested in connection with the disposition or 
exercise of rights under this agreement. The Author and the Publisher shall 
each have the right to receive copies of any contracts made with respect to 
said rights on request therefor. The Publisher may sell copies of the 
Literary Work and license primary and secondary rights granted to 
Publisher in the Literary Work to Publisher's parent, subsidiaries, 
affiliates and divisions, provided that the terms for such sale or license 
shall be no less favorable to the Author than the terms which Publisher in 
its reasonable judgment would accept from an unrelated third party.

AUTHOR'S CONSENT

   55. When the Author's written consent or approval is requested under this 
agreement, if the Author, or Author's agent or estate does not answer the 
Publisher's request for such consent or approval within a reasonable time, or 
if after reasonable diligence the Publisher has not succeeded in informing 
the Author or Author's agent or estate that such consent or approval is 
desired, the Author shall be deemed to have given his or her consent.

AUTHOR'S NAME AND LIKENESS

   56. The Publisher may use the name, TRADEMARK, LOGO [and photograph] or 
other likeness of the Author on the cover and jacket and generally in 
connection with the advertising and promotion of the Literary Work, SUBJECT 
TO THE AUTHOR'S APPROVAL, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD.

AUTHOR AND PUBLISHER TO EXECUTE DOCUMENTS

   57. The Author shall, when requested by the Publisher, execute all 
documents which may be reasonably necessary or appropriate to enable the 
Publisher to exercise or deal with any of the rights granted hereunder. 
Author hereby appoints Publisher to be Author's attorney-in-fact to execute 
in Author's name and to file any and all documents necessary to record in the 
Copyright Office the assignment of exclusive rights made to Publisher 
hereunder.

LICENSE WITHOUT FEE

   58. The Publisher is authorized to license publication of the Literary 
Work in Braille or large type editions for sale to the physically 
handicapped and is authorized to license publication of extracts of the 
Literary Work containing not more than approximately 500 words, or 10,000 
words in connection with motion picture licenses, without compensation 
therefor. In the event compensation is received it shall be shared as 
provided in Part SECOND: B(iii) of the Publishing Agreement.

<PAGE>

                                    PART FOUR

                                    Copyright

COPYRIGHT IN THE UNITED STATES

   59. The Publisher shall identify the Author as the owner of the copyright 
in the Literary Work and shall register such copyright in the United States 
in the name of the Author.

NOTICE

   60. The Publisher shall print in each copy of the Literary Work published 
by it any notice required to comply with the applicable copyright laws of the 
United States and the provisions of the Universal Copyright Convention and 
the Berne Copyright Convention.

PROTECTION OF COPYRIGHT IN DISPOSITION OF RIGHTS

   61. Any agreement made by the Author or by the Publisher to dispose of any 
rights in and to the Literary Work shall require the licensee or grantee to 
take all necessary and appropriate steps to protect the copyright in the 
Literary Work.

FOREIGN COPYRIGHT

   62. The Publisher may take such steps as it deems appropriate to copyright 
the Literary Work in countries other than the United States, but the 
Publisher shall be under no obligation to procure copyright in any such 
countries, and shall not be liable to the Author for any acts or omissions 
by it in connection therewith. The Author may copyright the Literary Work in 
any foreign country if the Publisher fails to take steps to obtain such a 
copyright within 30 days after receiving a written request from the Author to 
do so.


                                    PART FIVE

                           Royalties and Other Payments

COMPUTATION OF ROYALTIES GENERALLY

   63. When royalties are based on the catalog retail price they shall be 
computed on the basis of the number of copies actually sold by the Publisher, 
less returns. No royalties shall be computed on copies given away for review 
or promotion, nor on copies given to the Author.

ON MAIL ORDERS AND SPECIAL DISCOUNTS

   64. On mail order sales made by parties other than the Publisher and 
special discount sales the royalty shall be 5% of the net amount actually 
received from such sales. In no event shall sales made through traditional 
trade accounts, including price clubs, be considered special sales for the 
purposes of this paragraph.

ON SHEET AND EXPORT

   65. On copies sold for export to third parties or outside the United States 
by Publisher or its affiliates, and on unbound sheet sales, royalties shall 
be calculated at the applicable rate in paragraph SECOND B(i) and (ii) on the 
net amount actually received from such sales. No royalty will be payable to 
the Author with respect to any unbound sheet sales or full copy sales for 
export where such copies are furnished to a foreign licensee at the 
Publisher's cost plus a handling charge for such sheets and/or copies.


<PAGE>


ON SALES FROM REDUCED PRINTINGS

   66. On sales made out of any new printings or bindings of 2,500 copies or 
less, made more than two years after publication date, royalties shall be 
computed at one-half the applicable rate in paragraph SECOND B(i) and (ii).

ROYALTY STATEMENTS AND PAYMENTS

   67. The Publisher shall render royalty statements and make accounting and 
royalty and other payments to the Author (a) in February for the preceding 
period April 1 to September 30, and (b) in August for the preceding period 
October 1 to March 31. Publisher may from time to time change such accounting 
periods provided no longer than six months elapses between any two 
accountings to the Author. If for any royalty period the current period total 
activity in the Author's account for the Literary Work is less than $100, 
then the Publisher may defer the rendering of a statement and payment until 
such royalty period as the cumulative activity since the last statement 
exceeds such amount. THE FOUR TITLES COMPRISING THE LITERARY WORK SHALL BE 
JOINTLY ACCOUNTED BY THE PUBLISHER, PROVIDED, HOWEVER, THAT NO ADVANCE 
PAYMENT DUE THE AUTHOR PURSUANT TO SECOND: B OF THIS AGREEMENT SHALL BE USED 
BY THE PUBLISHER TO RECOUP PRIOR ADVANCES MADE.

DETAILS TO BE SHOWN

   68. Royalty statements shall state the number of copies sold and returned 
during the period covered and the reserve for returns being held by the 
Publisher. If Author so requests in writing, the Publisher shall, within 60 
days after its receipt of such request, advise the Author in available 
detail of the number of copies printed, sold, and given away during the 
current period covered by the last royalty statement rendered to the Author, 
as well as the approximate number of salable copies on hand at the end of 
said period.

BOOK CLUB SALES

   69. On sales to book clubs, the amount allocated as royalty or other 
compensation to the Publisher shall be divided equally between the Author and 
the Publisher. No royalty will be payable to the Author on unbound sheet 
sales or full copy sales to book clubs where such copies are furnished at the 
Publisher's cost plus a handling charge for such sheets and/or copies.

CERTAIN PRIMARY RIGHTS EXERCISED BY PUBLISHER

   70.   (a) [On the exercise of textbook rights by publication under one of 
its own imprints royalties (but no further advance) shall be paid to the 
Author at the following rates: (i) 6% of the catalog retail price on the 
first 25,000 copies sold within the United States, exclusive of sales 
specified in subparagraph (iii) below; and (ii) 7 1/2% of the catalog retail 
price on all copies sold within the United States thereafter, exclusive of 
the sales specified in subparagraph (iii) below; and (iii) 5% of the net 
amount actually received on mail order sales, on all copies sold for export 
or outside the United States and on special discount sales.]

         (b) On Publisher's publication of a large print edition, or a 
hardcover reprint edition, [or a calendar] based upon the Literary Work under 
one of its own imprints, royalties (but no further advance) shall be paid to 
the Author at the following rates: (i) 10% of the net amount received by 
Publisher on all copies sold within the United States, exclusive of sales 
specified in subparagraph (ii) below, and (ii) 5% of the net amount received 
on mail order sales, on all copies sold for export or outside the United 
States and on special discount sales. [If the Literary Work is combined with 
another work or works in a calendar, the Author's royalty on such calendar 
shall be a pro rata share of the total royalty payable for such calendar, 
based on the proportion material from the Literary Work bears to the calendar 
as a whole.]

         (c) [On Publisher's exercise of commercial rights royalties (but no 
further advance) shall be paid to the Author at the following rates: (i) 10% 
of the net amount received by Publisher on all copies or units sold within 
the United States, exclusive of sales specified in subparagraph (ii) below, 
and (ii) 5% of the net amount received on mail order sales, on all copies 
sold for export or outside the United States and on special discount sales.]


<PAGE>


         (d) [On the exercise of electronic rights under one of its own or its
affiliated imprints royalties (but no further advance) shall be paid to the 
Author on electronic versions at the prevailing rate paid for similar uses.
If the Literary Work is combined with another work or works in an electronic
version, the Author's royalty on such electronic version shall be a pro rata
share of the total royalty payable for such electronic version, based on the
proportion material from the Literary Work bears to the electronic version as
a whole.]

         (e) [On the exercise of audio or video rights by publication under 
one of its own imprints royalties (but no further advance) shall be paid to 
the Author at the following rates: (i) 5% of the catalog retail price on the 
first 10,000 copies sold within the United States, exclusive of sales 
specified in subparagraphs (iv) and (v) below; (ii) 6% of the catalog retail 
price on the next 10,000 copies sold within the United States, exclusive of 
sales specified in subparagraphs (iv) and (v) below; and (iii) 7% of the 
catalog retail price on all copies sold within the United States thereafter, 
exclusive of the sales specified in subparagraphs (iv) and (v) below; and 
(iv) one half of the then applicable royalty rate of any monies actually 
received by Publisher on copies sold by mail order, for export or outside the 
United States, for audio/book clubs and at special discounts (defined for 
purposes of this subparagraph as sales at discount of more than 55% from the 
catalog retail price); and (v) 50% of the net proceeds received on the 
disposition of any primary or secondary rights in the audio or video edition 
of the Literary Work.

REMAINDER AND SALVAGE SALES

   71. When the Publisher in its sole discretion determines that copies of 
the Literary Work are not readily salable at regular prices within a 
reasonable time, the Publisher may remainder copies of the Literary Work (but 
not earlier than 12 months from the actual publication date) or dispose of 
such copies as surplus at the best price obtainable. Notwithstanding anything 
set forth in this agreement, no royalty shall be payable on copies of the 
Literary Work sold at a discount of 85% or more from the catalog retail 
price. Publisher shall make no remainder sale without first offering copies 
to the Author at the estimated remainder price, provided, however, that 
inadvertent failure to offer such copies to the Author will not be deemed a 
material breach of this agreement.

PAYMENT OF ADVANCES

   72. The payment of advances to the Author, including such payment 
following delivery of the manuscript, shall not be deemed to be evidence 
either that the manuscript of the Literary Work is acceptable to the 
Publisher, or that the Author has complied with Author's warranties or other 
agreements hereunder.

OFFSET

   73. Any advance royalties or other sums paid to or on behalf of the Author 
under this agreement [or otherwise], and any amounts due from the Author to 
the Publisher, may be applied in reduction of any amounts payable to the 
Author under this agreement. In the event of any overpayment by the Publisher 
to the Author, the Publisher may, in addition to any other remedies available 
to it, recoup such overpayment by deducting it from any amount payable to the 
Author under this agreement [or any other agreement] between the Author and 
the Publisher. THE FOUR TITLES COMPRISING THE LITERARY WORK SHALL BE JOINTLY 
ACCOUNTED BY THE PUBLISHER, PROVIDED, HOWEVER, THAT NO ADVANCE PAYMENT DUE 
THE AUTHOR PURSUANT TO SECOND: B OF THIS AGREEMENT SHALL BE USED BY THE 
PUBLISHER TO RECOUP PRIOR ADVANCES MADE.

FREIGHT PASS-THROUGH

   74. In some instances Publisher prints on the jackets and/or covers of its 
books a suggested cover price that is higher than its catalog retail price. 
In such instances, where the royalty is based on the retail price, the 
catalog retail price, not the suggested cover price shall be the basis for 
the computation, PROVIDED, HOWEVER, THAT THE SUGGESTED COVER PRICE IS NO MORE 
THAN FIVE CENTS ($0.05) HIGHER THAN THE CATALOG RETAIL PRICE. The difference 
between the two prices enables the retailer to recoup its freight costs.

RESERVE FOR RETURNS

   75. Any amounts payable to the Author hereunder shall be subject to such 
reasonable reserve for returns of copies of the Literary Work as the 
Publisher shall establish in its reasonable discretion. FOLLOWING



<PAGE>


THE THIRD FULL ACCOUNTING PERIOD AFTER PUBLICATION OF EACH BOOK COMPRISING 
THE LITERARY WORK, THE LEVEL OF RESERVE FOR RETURNS SHALL BE REEVALUATED BY 
THE PUBLISHER, BASED ON THE PREVIOUS SALES OF SUCH BOOK.

AUTHOR'S RIGHT TO EXAMINE BOOKS OF ACCOUNT

   76. The Author or the Author's representative may, upon written request, 
conduct a reasonable examination of the books and records of the Publisher 
insofar as they relate to the Literary Work for the period of two years 
immediately preceding such examination. Such examination shall be on 
Publisher's premises at a time convenient to Publisher, but no later than 90 
days after Author's request for such examination. Statements rendered 
hereunder shall be final and binding upon the Author unless objected to in 
writing, setting forth the specific objections thereto and the basis for such 
objections, within two years after the date of the statement.

AUTHOR'S AGENT

   77. [If the Author has an agent, as indicated by the inclusion of an 
agent's name and address in the Publishing Agreement, until receipt by the 
Publisher of notice signed by the Author canceling the agent's authority 
hereunder, all payments accruing to the Author under this agreement shall be 
made to such Author's agent, and the receipt by the Author's agent shall 
constitute a full and valid discharge of the Publisher's obligations for such 
payments under this agreement. Author's agent is fully authorized to do and 
perform all acts on behalf of the Author in all matters arising out of or 
under this agreement, and the Publisher may conclusively rely upon such 
authority until actual receipt by Publisher of written notice, signed by the 
Author, canceling or limiting such authority. No such revocation or 
limitation shall affect the validity of any act of the agent prior to receipt 
of such notice by the Publisher to the extent that the Publisher has relied 
thereon.]


                                    PART SIX
                 Delivery of Manuscript and Correction of Proofs


FAILURE OF AUTHOR TO DELIVER WORK IN FINAL FORM

   78.  (a) Timely delivery of the Literary Work in Final Form is essential 
to the Publisher and is of the essence of this agreement. Any extension of 
the delivery date must be in writing signed by the Publisher. If the Author 
fails to deliver the Literary Work in Final Form within the time specified, 
the Publisher shall have the option to give the Author a notice in writing 
terminating this agreement, and in such event the Publisher may then recover 
and the Author shall repay on demand all amounts advanced to the Author. In 
the event that the Author completes a manuscript for the Literary Work after 
termination of this agreement pursuant to the preceding sentence, then the 
Publisher shall have the option, exercisable within 30 days after receipt of 
said manuscript, to acquire the Literary Work on the same terms and 
conditions as provided in this agreement.

         (b) The Publisher shall not be obligated to accept or publish the 
Literary Work if in its sole judgment such work is not acceptable to it. If 
the Author delivers a manuscript of the Literary Work within the time 
specified, in what the Author represents to be Final Form, the Literary Work 
shall be deemed to be acceptable to the Publisher unless, within 90 days 
after receipt thereof by the Publisher, the Publisher [(1) notifies the Author 
in writing that in its editorial judgment the Literary Work is not acceptable 
to it, in which case the Author shall repay on demand all amounts advanced to 
the Author and upon such repayment this agreement shall terminate; or (2)] 
notifies the Author in writing of the reasons why the submitted manuscript is 
unacceptable (including, without limitation, reservations or questions of the 
Publisher concerning matters within any of the warranties, representations 
and agreements contained in Paragraphs 36-42), in which case the Author shall 
have a period of 60 days to respond to the satisfaction of the Publisher in 
respect to all subject matter of such notice, provided however that if the 
Publisher in its sole discretion determines to submit the manuscript to a 
legal review, the Author shall cooperate with Publisher or Publisher's 
counsel in such review and the time for Publisher to accept or reject the 
Literary Work shall be extended to 30 days after completion of the legal 
review. IF AFTER RESUBMITTING THE  MANUSCRIPT, THE PUBLISHER NOTIFIES THE 
AUTHOR IN WRITING THAT IN ITS EDITORIAL JUDGMENT THE MANUSCRIPT IS STILL 
UNACCEPTABLE, THE AUTHOR SHALL REPAY AMOUNTS ADVANCED TO THE AUTHOR PURSUANT 
TO PARAGRAPH 78(C) BELOW, AND UPON SUCH REPAYMENT THIS AGREEMENT SHALL 
TERMINATE.


<PAGE>

      (C)  IN THE EVENT OF TERMINATION OF THIS AGREEMENT BECAUSE A COMPLETE 
MANUSCRIPT OR REVISED COMPLETE MANUSCRIPT IS UNACCEPTABLE AS PROVIDED IN 
SUBPARAGRAPH (B) ABOVE, THE AUTHOR OR THE AUTHOR'S DULY AUTHORIZED 
REPRESENTATIVE SHALL MAKE EVERY EFFORT TO SELL THE REMAINING UNPUBLISHED 
PORTIONS OF THE LITERARY WORK ELSEWHERE, AND THE AUTHOR SHALL BE OBLIGATED TO 
REPAY PORTIONS OF THE ADVANCES HEREUNDER (AS SET FORTH BELOW); BUT SUCH 
OBLIGATION SHALL BE LIMITED TO REPAYMENT FROM (I) THE FIRST (AND ALL) 
PROCEEDS OF ANY CONTRACTS WITH OTHERS CONCERNING THE LITERARY WORK OR ANY 
RIGHTS THERETO, INCLUDING, WITHOUT LIMITATION, RIGHTS LISTED IN PART ONE OF 
THE BASIC AGREEMENT AND (II) ANY PAYMENTS DUE AUTHOR FROM PUBLISHER FOR ANY 
REASON. AUTHOR HEREBY TRANSFERS AND ASSIGNS TO PUBLISHER, AS SECURITY FOR THE 
REPAYMENT OF ANY ADVANCES WHICH MAY BECOME REPAYABLE PURSUANT TO THIS 
PARAGRAPH, MONIES WHICH MAY HEREAFTER BECOME DUE OR OWING TO AUTHOR FROM 
OTHER PERSONS OR ENTITIES AS A RESULT OF AUTHOR'S RIGHTS WITH RESPECT TO THE 
LITERARY WORK, AND AUTHOR HEREBY AUTHORIZES PUBLISHER TO APPLY SUCH MONIES AS 
AND WHEN RECEIVED IN LIQUIDATION OF AUTHOR'S OBLIGATION TO REPAY SUCH 
ADVANCES, UNTIL SUCH OBLIGATION SHALL HAVE BEEN FULLY PAID. AUTHOR HEREBY 
AUTHORIZES SUCH OTHER PERSON OR ENTITY TO GIVE FULL FORCE AND EFFECT TO THIS 
ASSIGNMENT, AND HEREBY RELEASES AND DISCHARGES SUCH OTHER PERSON OR ENTITY 
FROM ANY AND ALL LIABILITY TO AUTHOR FOR ANY AND ALL PAYMENT OR PAYMENTS MADE 
TO PUBLISHER PURSUANT TO THIS PARAGRAPH. IF THE MANUSCRIPT FOR BOOK #1 IS 
DEEMED UNACCEPTABLE BY THE PUBLISHER PURSUANT TO THE TERMS SET FORTH IN 
PARAGRAPH 78(B), THE AUTHOR'S REPAYMENT OF ADVANCE MONIES HEREUNDER SHALL NOT 
EXCEED 50% OF THE TOTAL ADVANCES THERETOFORE MADE TO THE AUTHOR UNDER THIS 
AGREEMENT. IF THE MANUSCRIPT FOR BOOK #2 IS DEEMED UNACCEPTABLE BY THE 
PUBLISHER PURSUANT TO THE TERMS SET FORTH IN PARAGRAPH 78(B), THE AUTHOR'S 
REPAYMENT OF ADVANCE MONIES HEREUNDER SHALL NOT EXCEED 25% OF THE TOTAL 
ADVANCES THERETOFORE MADE TO THE AUTHOR UNDER THIS AGREEMENT. NOTWITHSTANDING 
ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF THE MANUSCRIPT FOR BOOK #3 OR 
BOOK #4 IS DEEMED UNACCEPTABLE BY THE PUBLISHER PURSUANT TO THE TERMS SET 
FORTH IN PARAGRAPH 78(B), THE AUTHOR SHALL HAVE NO OBLIGATION TO REPAY TO THE 
PUBLISHER ADVANCE MONIES THERETOFORE MADE TO THE AUTHOR.

DELAY FOR AUTHOR'S ILLNESS

   79. If because of illness or any other factor beyond his or her control, 
the Author is unable to deliver the Literary Work by the date provided in the 
Publishing Agreement, the date for such delivery shall be extended for a 
reasonable time. If after the elapse of such reasonable time the Author 
continues to be unable to deliver the Literary Work or to satisfy the 
Publisher's request for changes or substantiation, then the Publisher may 
give written notice of termination, effective at the expiration of 60 days or 
such longer period as the Publisher may specify in such notice, and if the 
Author shall fail to deliver the manuscript in Final Form within such period 
then this agreement shall terminate and the Author shall repay on demand all 
amounts advanced to Author. If the Author dies prior to acceptance by the 
Publisher, whether or not following delivery of the manuscript in Final Form, 
the Publisher, in its sole discretion, may terminate this agreement upon 
giving a written notice of termination to the Author's personal 
representatives within 90 days of receipt by Publisher of notice of Author's 
death. In such event the Publisher may then recover from such personal 
representatives all amounts previously advanced hereunder.


FAILURE TO DELIVER PHOTOS, CHARTS, ETC.; CARE OF PROPERTY

   80. (a) If the Author fails to deliver 
[photographs, charts, maps, drawings, or] the index, in cases where any of 
these are required by Publisher for the Literary Work, the Publisher shall 
have the right (but not the obligation) to cause the same to be prepared, and 
in such event the cost of such preparation shall be borne by the Author as 
follows: 

[(i) Author shall pay such costs upon receipt of an invoice from the Publisher; 
(ii) Publisher may withhold a portion of any advances payable to the Author 
under this agreement and deduct such costs from said advances; or (iii) at 
Publisher's option], Publisher may charge such cost to Author's royalty 
account, provided however that such cost shall not exceed One Thousand Dollars 
($1,000.00). [if the advance payable to Author under this agreement is unearned
one year after publication of the Literary Work, then Author will reimburse 
Publisher for such costs upon receipt of an invoice from Publisher.]

      (b) Publisher shall be responsible for only the same care of any 
property of Author in its hands as it takes of its own. Except in the case of 
Publisher's gross negligence, Publisher shall not be responsible for loss or 
damage to any property furnished by Author while in Publisher's custody or in 
the custody of anyone to whom delivery of such property is necessary in 
connection with the production of the Literary Work or is otherwise made with 
Author's consent. Author shall retain copies of any such property and, in the 
case of photographs, the negative for each photograph furnished.


<PAGE>


CORRECTION OF PROOFS

   81. The Publisher shall supply the Author with one set of galley proofs 
and, at its option, page proofs, and the Author shall return each set of 
proofs with his or her corrections to the Publisher within 21 days of receipt 
thereof. The Publisher also shall proofread the proofs. If the Author shall 
fail to return the corrected proofs within the 21-day period herein 
specified, the Publisher may publish the Literary Work without the Author's 
approval of the proofs - provided, however, that if, because of illness or any 
other factor beyond his or her control, the Author informs the Publisher that 
he or she is unable so to retain the corrected proofs, his or her time for 
correcting such proofs shall be extended for another 21-day period, and after 
that period the Publisher may publish the Literary Work without the Author's 
approval of the proofs.


COST OF AUTHOR'S ALTERNATIONS

   82. If, in the correction of galley and page proofs, the Author requests 
changes from the text of the manuscript, the Author shall bear the cost of 
such changes over 15% of the original cost of composition, as follows: (i) 
Author shall pay such costs upon receipt of an invoice from the Publisher; 
(ii) Publisher may withhold a portion of any advances payable to the Author 
under this agreement and deduct such costs from said advances; or (iii) at 
Publisher's option, Publisher may charge such cost to Author's royalty 
account, provided however that if the advance payable to the Author under 
this agreement is unearned one year after publication of the Literary Work, 
then the Author will reimburse Publisher for such costs upon receipt of an 
invoice from Publisher. At Author's request Publisher shall submit an 
itemized statement of such charges and shall make available corrected proofs 
for the Author's inspection at the Publisher's office.


NO OBLIGATION TO PUBLISH

   83. (a) Notwithstanding anything contained herein to the contrary, the 
Publisher shall not be obligated to publish the Literary Work if, in its sole 
and absolute judgment, whether before or after acceptance thereof, the 
Literary Work contains libelous or obscene material, or its publication would 
violate the right of privacy, common law or statutory copyright, or any other 
right of any person. In such event, Publisher shall be entitled on demand to 
the return of all monies advanced to the Author hereunder, and to terminate 
this agreement. Notwithstanding any request by Publisher for change or 
substantiation, nothing in this agreement shall be deemed to impose upon the 
Publisher any duty of independent investigation or to relieve the Author of 
any of the obligations assumed by Author hereunder, including, without 
limitation, the ongoing validity of Author's warranties and representations.

      (b) Notwithstanding anything contained herein to the contrary, the 
Publisher shall not be obligated to publish the Literary Work if, in its sole 
and absolute judgment, whether before or after acceptance thereof, 
supervening events or circumstances since the date of this agreement have, in 
the sole judgment of the Publisher, materially adversely changed the economic 
expectations of the Publisher in respect to the Literary Work at the time of 
the making of this agreement, and in such event all of the Publisher's rights 
in and to the Literary Work shall terminate and revert to the Author on the 
giving by the Publisher to the Author of notice of its decision, or, if the 
Publisher fails to do so, by the Author pursuant to Paragraph 84, and in any 
such event, except as provided in Paragraph 79, the Author shall be entitled 
as liquidated damages and in lieu of all damages and remedies, legal or 
equitable, to retain all payments theretofore made and one-half of the 
remaining payments due to the Author under this agreement.


                                  PART SEVEN

                            Delays in Publication


DELAYS DUE TO PUBLISHER'S FAULT

   84. The Publisher, in its sole and absolute discretion, shall have the 
right to reschedule publication of the Literary Work beyond the agreed 
publication date for a reasonable time. If publication of the Literary Work 
is delayed in the absence of excusable circumstances the Author's sole and 
exclusive remedy shall be to give the Publisher a notice in writing, stating 
that if the Publisher fails to publish the Literary Work within 60 days after 
the date of such notice, then all of the Publisher's rights in and to the 
Literary Work shall terminate at the end of such 60-day period; and if, in 
such event, the Publisher shall fail to publish the Literary Work within such 
60-day period, all of the Publisher's rights in and to the Literary Work shall


<PAGE>

terminate and revert to the Author, and the Author shall be entitled, as 
liquidated damages and in lieu of all damages and remedies, legal or 
equitable, to retain all payments theretofore made to Author under this 
agreement.


DELAYS NOT DUE TO PUBLISHER'S FAULT

   85. If publication is delayed beyond the agreed publication date because 
of acts or conditions beyond the control of the Publisher or its suppliers or 
contractors, including (by way of illustration and not by way of limitation) 
war, shortages of material, strikes, riots, civil commotions, fire or flood, 
the agreed publication date shall be extended for A PERIOD EQUAL TO THAT OF 
THE DELAY, following removal of the cause of the delay.


                                  PART EIGHT

                          Disputes Between Parties

DISPUTES BETWEEN PARTIES

   86. IF A DISPUTE ARISES OUT OF OR RELATES TO THIS AGREEMENT, OR THE BREACH 
THEREOF, AND IF SUCH DISPUTE CANNOT BE SETTLED THROUGH DIRECT DISCUSSIONS 
BETWEEN THE PARTIES, THE PARTIES AGREE FIRST TO TRY IN GOOD FAITH TO SETTLE 
THE DISPUTE IN AN AMICABLE MANNER BY MEDIATION ADMINISTERED IN THE CITY, 
COUNTY AND STATE OF NEW YORK BY THE AMERICAN ARBITRATION ASSOCIATION UNDER 
ITS COMMERCIAL MEDIATION RULES BEFORE RESORTING TO LITIGATION, OR ANY OTHER 
DISPUTE RESOLUTION PROCEDURE. THEREAFTER OR IN THE EVENT A PARTY DESIRES 
EQUITABLE RELIEF PRIOR TO THE COMPLETION OF THE MEDIATION PROCESS, EXCLUSIVE 
JURISDICTION FOR THE DETERMINATION OF ANY SUCH DISPUTE (OR THE PROVISION OF 
ANY SUCH RELIEF) is hereby vested in the Supreme Court, New York County, or, 
at the election of either party if the jurisdictional prerequisites at the 
time exist, in the United States District Court for the Southern District of 
New York, and each party hereto shall submit to the jurisdiction of either 
such court in the City and State of New York for the determination of any 
such dispute and hereby consents (in addition to service of process by any 
other means provided at the time by law) to service of process on him, her or 
it, as the case may be, by registered mail, first class postage prepaid, 
return receipt requested, addressed to the party named in such process at 
the address to which notices may be given pursuant to Paragraph 106 of this 
agreement. Such notice by mail so given shall confer jurisdiction upon such 
court.


                                  PART NINE

                  Indemnification and Defense of Litigation

INDEMNIFICATION BY AUTHOR

   87. The Author shall indemnify and hold the Publisher harmless against any 
loss, liability, damage, cost or expense (including reasonable attorneys' 
fees) arising out of or for the purpose of avoiding any suit, proceeding, 
claim or demand or the settlement thereof, which may be brought or made 
against the Publisher by reason of the publication, sale, or distribution of, 
or disposition of rights in respect to the Literary Work, based on the 
contents of the Literary Work, except in connection with matters involving 
solely controversies arising out of or based on commercial transactions 
between the Publisher and its customers.

NOTICE OF SUITS BROUGHT

   88. Prompt notice of any suit, proceeding, claim or demand brought or made 
against the Publisher or Author shall be given to the Author or Publisher 
respectively.


<PAGE>


COST OF DEFENDING SUITS

   89. If any suit, claim or demand is brought or made, other than as 
excepted in Paragraph 87, the Publisher may elect (i) to undertake the 
defense thereof, or (ii) to notify the Author to undertake the defense. If 
the Publisher does so notify the Author, the Author shall undertake such 
defense; and in such cases the Publisher may, at its option, join in the 
defense. In all the foregoing events the cost and expense of any defense 
shall be borne by the Author, unless the Author has, pursuant to notification 
from the Publisher, undertaken the defense and the Publisher at its option 
elects to join with the Author in the defense, in which case the total cost 
and expense (including reasonable attorneys' fees) shall be shared equally by 
the Publisher and Author.

LIMITATION ON LIABILITY

   90. Whenever any non-excepted suit, claim or demand is instituted, the 
Publisher may withhold payments due to the Author under this agreement 
between the Author and the Publisher. If a final adverse judgment is rendered 
in such a suit and is not discharged by the Author, the Publisher may apply 
the payments so withheld to its expenses and to the satisfaction and 
discharge of such judgment. Author shall be insured under the Publisher's 
liability policy which covers claims for libel and other forms of defamation, 
invasion of privacy or publicity and infringement of copyright or trademark 
arising from publication of the Literary Work, to the extent such policy is 
valid and collectible. In connection with such coverage and notwithstanding 
the other provisions of this Part Nine, with respect to all judgments, 
settlements and costs of defense, including attorneys' fees and other costs 
of claims covered by the policy, the Publisher and the Author shall share 
equally the first $100,000 of all such costs; thereafter the Author's 
liability shall be limited to 10% of all such costs up to the limits of the 
policy. Publisher shall retain counsel to represent Publisher and Author in 
any proceeding brought with respect to all such claims and shall control the 
defense of such claims, and Author shall cooperate fully with Publisher and 
said counsel in such defense. Notwithstanding the foregoing, Author shall be 
solely responsible for the cost of counsel separately retained by the Author 
for any reason and for judgments, settlements and costs of defense, including 
all attorneys' fees, attributable to a willful or reckless breach of this 
agreement by Author, and for any uninsured amount upon the finding of any 
copyright infringement. ANY SUMS WITHHELD PURSUANT TO THIS PARAGRAPH SHALL BE 
PLACED IN AN INTEREST BEARING ACCOUNT AND IF THE SUMS SO WITHHELD ARE PAID TO 
THE AUTHOR, THE AUTHOR WILL BE ENTITLED TO THE INTEREST EARNED ON THE PORTION 
OF THE SUMS PAID TO THE AUTHOR. IF A CLAIM DOES NOT RESULT IN COMMENCEMENT OF 
A LAW SUIT OR PROCEEDING WITHIN ONE YEAR AFTER IT IS FIRST ASSERTED, 
PUBLISHER SHALL RELEASE THE WITHHELD FUNDS, LESS ANY COSTS PUBLISHER MAY HAVE 
INCURRED THEREFOR, PROVIDED THAT PUBLISHER MAY AGAIN COMMENCE WITHHOLDING 
FUNDS SHOULD A SUIT OR PROCEEDING BE COMMENCED AFTER ANY RELEASE OF WITHHELD 
FUNDS.

                                  PART TEN

                            Infringement by Others

SUITS, BY PUBLISHER OR AUTHOR

   91. If during the existence of this agreement the copyright, or any other 
right in respect to the Literary Work, is infringed upon or violated, the 
Publisher may, at its own cost and expense, take such legal action, in the 
Author's name if necessary, as may be required to restrain such infringement 
and to seek damages therefor. The Publisher shall not be liable to the Author 
for the Publisher's failure to take such legal steps. If the Publisher does 
not bring such an action, the Author may do so in his or her own name and at 
his or her own cost and expense. Money damages recovered for an infringement 
shall be applied first toward the repayment of the expense of bringing and 
maintaining the action, and thereafter the balance shall be divided equally 
between the Author and Publisher.


<PAGE>

                                 PART ELEVEN

                         Withdrawal From Publication


IF DISCONTINUED OR OUT OF PRINT

   92. If, at any time after the expiration of two years from the actual 
publication date, the Publisher allows all of its editions of the Literary 
Work to go out of print and such status continues in effect for six months 
after the Author has made a written request for Publisher to put the Literary 
Work back into print, and if there is no English language or foreign language 
reprint edition authorized by Publisher available or contracted for, then the 
Author may by a notice in writing terminate this agreement subject to any 
licenses previously granted by Publisher (and any renewals or extensions 
thereof) and Publisher's right to continue to share in the proceeds 
therefrom. In the event of such termination the Author shall have the right 
to purchase any available plates or film of the Literary Work at cost, and/or 
any remaining copies or sheets of the Literary Work at cost. If the Author 
does not purchase such plates, film, copies or sheets, then the Publisher may 
dispose of them at any price and retain the proceeds of such sale. The 
Publisher is under no obligation to retain any such plates, film, copies or 
sheets. The Literary Work shall not be deemed out of print as long as it is 
(a) available in any edition, [including electronic editions], in Publisher's 
inventory; or (b) offered for sale by Publisher in its catalog or order form. 
[or (c) electronically stored and available to the consumer for retrieval.]


                                       PART TWELVE

                                   Breach by Publisher


TERMINATION FOR MATERIAL BREACH

   93. Except as otherwise specifically provided in this agreement, if the 
Publisher shall commit a material breach of this agreement and shall fail to 
remedy the breach within 60 days after receiving a written notice from the 
Author requesting the Publisher to remedy such breach, the Author may by a 
notice in writing (a) revoke the Publisher's right to publish the Literary 
Work, if it has not been published at such time; (b) require the Publisher to 
cease further publication of the Literary Work, if it has been published at 
such time, but in such event the Publisher shall be permitted to sell all 
copies of those editions of the Literary Work which have already been printed 
or are in the process of being printed; (c) revoke the grant to the Publisher 
of such of the other primary rights as the Publisher has not already 
exercised or disposed of; (d) revoke any power given to the Publisher to 
dispose of such secondary rights as have not already been disposed of; and 
(e) revoke any grant of the rights made to the Publisher in the Publishing 
Agreement to share in the proceeds on disposition of such secondary rights as 
have not already disposed of. In such event the Author shall have the right 
to purchase any available plates or film of the Literary Work at cost, and/or 
remaining copies or sheets of the Literary Work already printed at the 
Publisher's manufacturing cost. If the Author does not purchase such plates, 
film copies or sheets, the Publisher may dispose of them at any price and 
retain the proceeds of such sale. The Publisher is under no obligation to 
retain any such plates, film, copies or sheets. Any right of the Author 
pursuant to Paragraph 76 shall survive such termination.



                                 PART THIRTEEN

                            Miscellaneous Provisions


PUBLISHER SHALL DETERMINE STYLE, ETC.

   94. The format, imprint, style of printing and binding, and all matters 
relating to the manufacture, sale, distribution and promotion of the Literary 
Work shall be determined at the sole discretion of the Publisher. The 
Publisher shall pay any and all costs incurred in connection with the 
illustrations and photographs to be used within the Literary Work. The 
Publisher acknowledges its intention to publish the Literary Work with an 8" 
X 10" trim size and approximately 130 four-color photographs throughout the 
Literary Work. The Publisher reserves the right to alter such specifications 
due to an


<PAGE>


increase in paper price, but such alteration shall be subject to the Author's 
approval, such approval not to be unreasonably withheld.

TITLE CHANGES

   95. The title of the Literary Work as set forth in the Publishing 
Agreement may be changed by mutual agreement of the Author and the Publisher.

SINGLE AUTHOR TO REPRESENT

   96. When there is more than one author, any one may be designated in 
writing to act on behalf of all the authors jointly, and the Publisher may 
rely on the acts of the author so designated as representative of and binding 
upon all authors; and in the absence of such designation, the Publisher may 
deal with any one of the authors as the agent and representative of all, and 
may rely on the acts of such author-representative as binding on all the 
authors. When there is more than one author, unless the Publishing Agreement 
specifies otherwise or until receipt by the Publisher of contrary 
instructions, the Publisher may assume that all authors share equally in 
proceeds payable hereunder and may either issue separate checks in equal 
amounts payable to each author severally or single checks payable jointly to 
all authors.

FREE COPIES FOR AUTHOR, PURCHASES BY AUTHOR

   97. The Publisher shall present the Author with ten free copies of each 
edition of the Literary Work published by the Publisher, upon publication. 
THE AUTHOR SHALL HAVE THE RIGHT TO PURCHASE ADDITIONAL COPIES FOR HIS OR HER 
OWN USE, AND NOT FOR RESALE, AT A 40% DISCOUNT FROM THE CATALOG RETAIL PRICE. 
THE AUTHOR SHALL HAVE THE RIGHT TO PURCHASE COPIES OF THE LITERARY WORK FROM 
THE PUBLISHER, SUBJECT TO AVAILABILITY OF STOCK THEREOF, FOR RESALE OR OTHER 
DISTRIBUTION OUTSIDE THE PUBLISHER'S REGULAR TRADE CHANNELS. THE PUBLISHER 
SHALL SELL SUCH COPIES AT THE FOLLOWING DISCOUNTS FROM THE SUGGESTED CATALOG 
RETAIL PRICE, FOB PUBLISHER'S WAREHOUSE: 1-999 COPIES PER ORDER: 55% OFF; 
1000-4,999 COPIES PER ORDER: 57.5% OFF; 5,000-9,999 COPIES PER ORDER; 62.5% 
OFF; AND 10,000 COPIES OR MORE PER ORDER, 67.5% OFF. PAYMENT FOR ALL SUCH 
PURCHASES SHALL BE MADE AS FOLLOWS:

                     50% ON OR ABOUT THE TIME OF CONFIRMATION OF THE ORDER, 
                     UPON NOTICE TO THE AUTHOR FROM THE PUBLISHER THAT SUCH 
                     PAYMENT IS DUE; AND

                     50% SIXTY DAYS AFTER DELIVERY OF THE FIRST SHIPMENT OF 
                     BOOKS TO THE AUTHOR, PROVIDED THE AUTHOR PROVIDES THE 
                     PUBLISHER WITH SATISFACTORY REFERENCES TO ESTABLISH 
                     CREDIT TO CARRY SAID BALANCE. IN THE EVENT AUTHOR IS 
                     UNABLE TO PROVIDE SUCH SATISFACTORY REFERENCES, THEN 
                     SAID BALANCE SHALL BE PAID IN FULL PRIOR TO SHIPMENT OF 
                     BOOKS TO THE AUTHOR.

ALL COPIES PURCHASED BY THE AUTHOR HEREUNDER ARE NON-RETURNABLE, AND NO 
ROYALTY SHALL BE PAID TO THE AUTHOR ON COPIES PURCHASED AT DISCOUNTS OF 
GREATER THAN 40% OFF.


REVISIONS

   98.   (a) Author shall revise the first and subsequent editions of the 
Literary Work at the request of Publisher and supply any new matter necessary 
from time to time to keep the Literary Work up to date. THE TERMS FOR SUCH 
REVISIONS SHALL BE MUTUALLY AGREED UPON IN GOOD FAITH BY THE AUTHOR AND THE 
PUBLISHER. If Author shall neglect, be incapable, be unwilling or, in 
Publisher's judgment, will not be able to revise or supply new matter at a 
time and in a form satisfactory to Publisher, then Publisher shall have the 
right to engage some other person(s) to do so. When such revisions are not 
made by Author, Publisher may cause such fact to be evidenced in the revised 
edition. Publisher shall have all rights in connection with all subsequent 
editions which Publisher has in the original Literary Work.

         (b) [All royalties payable to the Author on each subsequent edition 
will be computed separately from the number of copies sold of prior editions. 
If individuals other than Author revise any editions of the Literary Work, 
then Author shall receive as royalties on he first such revised edition 50% 
of the royalties otherwise due hereunder. Thereafter, with respect to any 
subsequent edition to which the Author does not contribute, the royalty shall 
equal 50% less than Author received on the prior edition, through and 
including the third such revision, and on any revision subsequent thereto 
Author will not receive any royalties.]


<PAGE>


PUBLISHER TO EXECUTE DOCUMENTS

   99. If any of the rights granted at the Publisher revert to the Author, 
the Publisher shall execute all documents which may be necessary or 
appropriate to revert all such rights in the Author.

ACCEPTANCE OF AGREEMENT

   100. This agreement shall be binding on the Publisher only when it has 
been signed by an authorized officer of the Publisher.

LAWS APPLICABLE TO AGREEMENT

   101. This agreement shall be construed in accordance with the laws of the 
State of New York applicable to agreements made and performed therein.

AGREEMENT ON BINDING ON SUCCESSORS IN INTEREST

   102. This agreement shall be binding upon and inure to the benefit of the 
executors, administrators and assigns of the Author, and upon and to the 
successors and assigns of the Publisher.

MODIFICATION OF AGREEMENT

   103. This agreement may not be modified, altered or changed except by an 
instrument in writing signed by BOTH PARTIES.

WAIVERS ARE NOT CUMULATIVE

   104. No waiver of any term or condition of this agreement, or of any 
breach of this agreement or of any part thereof, shall be deemed a waiver of 
any other term or condition of this agreement or of any later breach or of 
any part thereof, nor shall publication or continued publication or payment 
by the Publisher following notice or claim of facts which, if true, would 
constitute a breach of warranty, representation or agreement of the Author, 
constitute or imply any waiver by the Publisher of any defenses, rights or 
remedies of the Publisher. No failure by either party to assert any right 
under this agreement shall preclude any later assertion of such right.

VALIDITY AND ENFORCEABILITY

   105. The invalidity or unenforceability of any provision of this agreement 
shall not affect the validity or enforceability of any other provision 
hereof, and any such invalid or unenforceable provision shall be deemed to be 
severable.

NOTICES

   106. All notices to be given hereunder by either party shall be in writing 
and shall be sent to the other party at the respective addresses as they are 
given in the Publishing Agreement, unless said addresses are changed by 
either party by a notice in writing to the other party. All notices shall be 
sent by registered mail or other form of receipted or acknowledged delivery, 
INCLUDING, BUT NOT LIMITED TO NEXT DAY DELIVERY, including a fax transmission 
acknowledged as received by the party to which it is sent. A COPY OF ALL 
NOTICES TO BE GIVEN HEREUNDER BY EITHER PARTY SHALL ALSO BE SENT TO: CARL 
DESANTIS, ATTORNEY AT LAW, 11 EAST 44TH STREET, NEW YORK, NEW YORK 10017.

<PAGE>


SINGULAR SHALL INCLUDE PLURAL

   107. Whenever required by the context in this agreement, the singular 
shall include the plural, and the masculine shall include the feminine and 
the neuter. The term "Author" shall include the "Authors" if there are more 
than one.

CAPTIONS, TABLE OF CONTENTS, ETC.

   108. Captions or printed marginal notes, and the table of contents of 
this agreement are for convenience only, and are not to be deemed part of 
this agreement.



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