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Page Four

is clearly a form of source study and thus should
trace the genesis (not the destruction) of works deemed
worthy of close examination in and of themselves.
Knowing how Fellini has reshaped Petronius in Fellini
Satyricon helps us understand his art, just as knowing
how Shakespeare used Plutarch helps us appreciate
Anthony and Cleopatra.

Even today the method can be applied to films as diverse
as Lawrence Kasdan's The Accidental Tourist (based on Anne
Tyler), James Ivory's Room With a View (based on E.M.
Forster), and Leonard Nimoy's The Good Mother shows that
Leonard Nimoy's fidelity to Sue Miller's model, the failure
to improvise, translate, invent, killed much of the book's
inner fire. The tradition continues.

These are, of course, aesthetic questions, but they tend to reinforce the moral and legal positions arising from debates over the rights of motion picture artists. However, it is my opinion that the motion picture is an autonomous entity distinct from the fiction on which it is modeled, and that the filmmakers are the authors of that entity, i.e. the motion picture adaptation.

In asserting a right in a motion picture after the entity

is completed, filmmakers have a vested interest in retaining control over the technological alterations such as colorization, panning and scanning, lexiconning, letterboxing, additions and deletions. I note that such discussions of rights,

moral and legal, rarely extend to deviations from the fictional model. In such cases the filmmakers rather than the novelists become the injured parties. Novels Into Film is an instance where an aesthetic argument reinforces a moral and juridical right.

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Enclosed as per our conversation are copies of the MCA-Qintex contracts limiting the use and distribution of MCA owned black and white television shows after their purchase for colorization by Qintex.

As you will note from paragraph 6, page 9 ("McHale's Navy"), paragraph 5, page 13 ("The Munsters") and Paragraph 6, page 15 ("Leave It To Beaver") MCA has agreed:

"During the term, MCA shall suspend the worldwide black
and white television (all forms) distribution of
'McHale's Navy' ('The Munsters') ('Leave It To Beaver')
and HRS shall have no distribution rights in any black
and white episodes of 'McHale's Navy' ('The Munsters')
('Leave It To Beaver')."

So much for let the public decide.

Before these documents are used or subjected to further
distribution, I request that I be consulted.

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ENCLOSED PLEASE FIND: A copy of the Memorandum Agreement

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July 10, as of June 30, 1987

Hal Roach Studios, Inc.

145 North Maple Drive

Beverly Hills, California

90210

ATTN: Messrs. Hal Gaba, Robin French, David Evans and
Mort Marcus

Gentlemen:

This memorandum agreement ("agreement") sets forth pur understanding relative to Hal Roach Studios' ("HRS") or its nominee's or subsidiary's financing of additional new episodes of "The New Leave It To Beaver", your subdistribution rights to that series, and your options to colorize and subdistribute colorized episodes of the series "McHale's Navy", "The Munsters", and the original "Leave It To Beaver" and to subdistribute black and white episodes of the original "Leave It To Beaver".

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1)

HRS shall deposit inté MCA ING. general account number 910607580 at the Universal City branch office of the Bank of America ("Bank of America Account") $11,070,000 as follows:

a)

$3,500,000 no later than July 2, 1987 from HRS' general funds available in the United States. ("First Principal Amount") ; b) $2,000,000 no later than five (5) business days after the execution of this agreement ("Second Principal Amount"). It is acknowledged that such funds will be transferred from a bank account outside the United States on behalf of HRS from funds controlled by HRS' affiliate/parent Qintex America Limited ("Qintex"). Within one (1) day of the execution of this agreement, HRS will cause an officer of Qintax to confirm to MCA that instructions for this payment have been sent to its bank and will concurrently furnish a copy of said instructions to MCA's office in Australia, telex number AA 25687, attention, Pal

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2)

3)

4)

Cleary, and tɔ MCA INC. in Universal City,
attention Richard Baker, telefax number
(818) 777-5432;

c) $3,370,000 no later than January 2, 1988 ("Third Principal Amount"). HRS will cause Qintex to execute and deliver to MCA a standard form guarantee for said payment within five (5) business days of the execution of this agreement in a manner subatantially in the form attached hereto as Exhibit "À".

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with respect to the First Principal Amount,
Second Principal Amount and Third Principal
Amount, MCA shall have the right to
withdraw $410,000 upon completion of each
episode of "The New Leave It To Beaver",
and upon delivery to HRS of a certificate
of completion of each episode so completed.
MCA agrees to pay to HRS, within ten
(10) business days after the end of each
calendar quarter, interest on the First
Principal Amount, Second Principal Amount
and, after deposited in MCA's account, the
Third Principal Amount unused balances
based on the United States three (3) -month
Treasury Bill Rate, simple interest, in
effect at the beginning of each calendar
quarter.

MCA will produce 27 new episodes for
the 1987-1988 television season. These
programs are under initial license by MCA
exclusively to WTBS for two double runs
during the 1987-1988 television season,
after which MCA will make the program
available to HRS for syndication
commencing September 15, 1988.

5) HRS shall have the option to order a
minimum of an additional twenty (20)
episodes ("additional twenty episodes")
on or before March 1, 1988, it being
understood that HRS shall deposit the full
production funds on or before the date
which MCA shall subsequently notify HRS
that it needs such funds to prepare to
resume production. The funded amount for
the additional twenty (20) episodes shall

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