Welcome to the Company

This booklet (or folder) is your job description (also called a "Hat".) Its purpose is to brief you on the duties of the job and the products which you, individually, and the company, collectively, are responsible for creating.

Although it is recognized that you may know far more than the information covered in this Hat, we would like you to regard these materials as the minimum standard for the Company's products. If you perform the duties of your post as written in the hats, functions will not be duplicated or left out and the overall operation of the company will be more efficient.

A Hat will contain Movie Memostm; and Tech Memos. Movie Memostm; are based on principals that have proven to be useful over the long run and therefor are adopted as policy. They point the direction to what one might consider an "ideal" way things could run. Tech Memos are detailed write-ups on specific technical aspects of the film/video, audio, electronic and computer industries. All Memos and Hats come from basically three different sources: 1) Opinions of professionals in the field, such as Lee Garmes, 2) My experience in doing these Hats myself and 3) Periodicals, textbooks and computer data bases.

Most of this material has been compiled and written over the last eleven years as it became evident. Hundreds of people have used these materials and helped qualify them into useful Memos. Where possible, dates appear on the materials when they were originated so you can read them from that view point in time. Nothing is perfect, so when information needs to be revised, a newly dated Memo will be released.

Change

It is desirable to refrain from changing and redefining Hats, Posts, Org Boards, Memos and words as much as possible. Unfortunately and fortunately, upgrading and improving Memos creates short term confusion supposedly for long term benefits. Therefore, please understand that these Job Descriptions will change and be modified from time to time. This should not be used as an excuse, however, to learn your Hat less well on the grounds that, "well it will probably change." As time goes on, and viable methods of doing things become more evident, these Hats and Memos will settle down more and more. Please expect changes and adapt to them from the point of view that they are permanent - they very well may be.

Individual Copyrights

Because these Memos are designed to be individually dispensed as they are written to, not only personnel of MEC but of its franchise companies, each Memo is copyrighted separately because it was written as a unit of thought on a particular subject when some experience inspired its creation on a given day.

Notice

The materials found herein (including the Hats and Memos) are copyrighted and owned by James R. Jaeger and licensed to Mini Mogul Enterprises, a division of Matrixx Entertainment Corporation (the franchising "Company" sometimes referred to as "MEC"), for use in that Company as well as for the purpose of sub licensing the materials to other companies established or franchised through Mini Mogul Enterprises, or as given away in abridged form over the Internet.

The Movie Mogul Manual, The Mini Mogul Manual and the Movie Memos and Tech Memos that comprise same are company confidential and trade secrets, unless given away over the Internet in abridged form. As such it is illegal to copy, lend or give same to anyone not authorized by the copyright owner or its agents, in writing. Anyone, or any company, violating this Notice will be prohibited from using all existing and future Memos and definite legal action will be taken.

New Words & Check Outs

If there are any words you come across that you do not fully understand, please get them defined with a good dictionary. This is one of the most important habits you can develop and we are particularly respectful of the person, professional or student, who does this at the slightest uncertainty.

Within five (5) business days of employment, every person assuming a post for the Company is required to report to the Hatting Officer (in the Quality Control Division) for a full check out, and pass, on their job as delineated in their Hat. As a condition of employment, each person understands and agrees that pay will be withheld until they comply with this policy.

Your Views

Your opinions are valuable and possibly your experience is invaluable, therefore, please let the VP Quality Control know of anything you feel will improve your Hat or the Company. Knowledge of this sort will help others and can very well raise the state of the art of motion pictures and the culture that is influenced by your work. Best Wishes.

James R. Jaeger II




General Rudiments

The following are things you should always be on the look out for and doing. If you ever have "nothing to do," ask yourself if any of the following can be done:

o Your Hat and the "Basic Staff Responsibilities" re-read?

o Something you learned applied better?

o Get a check-out on your Hat?

o Coffee made, area and cups clean?

o Reception area perfect and office neat?

o Filing current?

o All messages distributed quickly and accurately?

o Trash cans empty?

o Coats and garments hung up neatly on hook?

o Material stocked (paper, pens, tape, staples, clips, folders, white-out and all other office supplies on compliment sheet)?

o Photo copying done and distributed?

o All phone calls returned?

o In baskets empty with cycles being handled?

o Trips to the mail box and post office made regularly?

o Phones answered correctly?

o Know where everything goes and with Everything in its place?

o No clutter building up anywhere?

o Hours being logged and turned in regularly?

o Stats being posted and rising?

o Unused lights and equipment being turned off?

o No unauthorized expenses, phone calls or agreements being made?



Hats in Brief

The following definitions should be used only as a guide in understanding the hats. These job descriptions are not exact. Refer to actual hats for exact functions. Where possible, definitions that depend on earlier definitions are given later in sequence.

Hat
A specific set of duties and responsibilities that, when done, result in an exact Product or service. A Hat is a job description booklet or pack of materials and should not be confused with a Post or a Title.

Post
An area of responsibility that is described, defined and governed by one or more Hats.

Title
The Company name given to a Postholder and is usually derived from the highest Hat connected with the Post if more than one Hat is being worn. The purpose of a Title is to serve as a convenient way of identifying the person who is holding a post. Examples of a Titles are President, Gaffer, Vice-President, Make-Up Artist, AD, Production Manager, Director of Photography, UPM.

Entity
A person, partnership or corporation is sometimes referred to as an entity.

Producer
1. The executive who packages the project and supervises the production of the film from conception to distribution. Usually reports to the Executive Producer. 2. The entity (or company) that manufactures motion pictures.

Director
The artist/craftsman/executive who translates the script to the screen image by working with the actors and the camera. He or she directs all the creative personnel on the set.

Executive Producer
Arranges for the financing and distribution of the picture or group of pictures. Title sometimes retained by a Distributor who finances or causes the financing of a Picture.

Distributor
An entity that takes a film product and delivers it to Exhibitors.

Exhibitor
A person (or entity) that exhibits the film on some communication channel, such as a television or in a movie theatre.

Syndicator
A fancy word for a distributor who mainly deals with delivering movies and shows to television stations across the country, usually after they have had a run on network television.

Writer
An experienced human being who can place their real or imagined experiences on paper in such a manner that they communicate easily and accurately to others.

Star
A person whose name has market value because audiences will pay relatively known quantities of money to see their performance. Stars are found in all vocations, not just the movies. A star is Principal Talent of the picture.

Principal Talent
The actor(s) and/or actress(es) that play the main characters in the story. Stars are usually the principal talent but Principal Talent in the picture may or may not be a star.

Supporting Talent
An actor or actress that is not a principal character but whose part plays against a Principal Talent in a way that is much more important to the story than a Bit Player.

Extras
Actors and/or actresses that appear on the set only as background "atmosphere" and have no speaking lines or specific acting routines they must perform. Their image may or may not end up in the edited picture.

Bits
Extras that have at least one (1) speaking line and/or have a specific "bit" of action routine they must perform on camera.

Production Manager
Right hand administrative manager to the producer who drafts and supervises the budget, hires the crew, arranges for services, expedites and manages the day-to-day production operations in the most efficient manner possible.

Unit Production Manager (UPM)
Assists the Production Manager in his functions. The UPM may be more on the set whereas the Production Manager may maintain a stable position in the production office.

First Assistant Director (1ST AD)
A high-powered production assistant and right-hand man of the Director. The First Assistant Director reviews the requirements of the script for the Director, and generally aids and expedites any and all the Director's administrative and/or organizational functions.

Script Supervisor
The Script Supervisor assists the Director in maintaining details of story continuity, props and actor placement and timing each scene (as shooting progresses). Creates and maintains the Script Supervision Notes.

Floor Manager
The Floor Manager helps the Director cue the Talent and Actors. He is out on the floor of the filming set with a headset intercom on. The Director gives instructions to any and all audience, staff, crew, talent or actors on the set through him.

Art Director
Works closely with the Director in maintaining consistency in all art associated with the production. The Art Director locates, creates and handles the Set and its dressing, props and furniture, etc.

Director of Photography (DP)
The DP, as he is usually called, is responsible for selecting all camera equipment for the production and liaising with the Technical Director. The DP decides what lights and related camera equipment are needed and procures these. The DP is in charge of the photographic quality of the show and heads up a crew. He is responsible to the Director.

Camera Operator
Smoothly and efficiently operates a camera during the production and keep the frame composed properly. In video production, wears a headset which is connected to the Director.

First Assistant Cameraman
The First Assistant Cameraman is responsible for keeping the camera reports, loading and unloading the camera and assisting the Operator.

Second Assistant Cameraman
The Second Assistant Cameraman, also called the "Loader", loads and unloads film magazines with the correct stock and assists the First Assistant Cameraman.

Editor
Assembles the daily footage in accordance with the story (script) and the director's input. Supervises Assistant Editors as they perform their functions.

Technical Director (TD)
In video production, the Technical Director is responsible to the Director for switching the cameras and running the special effects board as required by the Director. He supervises the electronics of the video and audio crews and sees to it that all technical aspects of the production are in order and on time. In matters of lighting, he is responsible to the Director of Photography in helping him get a good image on the screen.

Cable Puller
Keeps the Camera Operator free of cables and other obstacles that may come in his way while filming.

Gaffer
If it has an electrical cord on it, the Gaffer handles it. The Gaffer is responsible for the Director of Photography and handles all the lighting set-ups. He causes the lights to be picked up and returned.

Key Grip
Assists the DP and expedites the lighting procedures. He also assists personnel of other departments in the loading and unloading of their equipment. He assists the personnel in the sound, wardrobe, camera, electrical and props departments without actually running such equipment.

Video Recordist
Sets up the video tape recorders in the place designated by the TD and sees to it that all tape is labeled and has proper color bars at the beginning. He prepares the tape recorder for transportation.

Video Shader
Sets up the color of the cameras and maintains their optimum color balance. He is responsible to the TD.

Utility Person
The utility man picks up and delivers equipment as designated by the Production Manager. He also assists and expedites during production and well as cleaning the set at wrap.

Best Boy
The Best Boy helps the Gaffer. He runs and plugs in electrical cables. He keeps all wires neat and coils them up when necessary. He wears gloves to move hot lights.

Makeup Artist
Does the make up for the on-screen talent and is responsible to Art Director.

Wardrobe
Arranges for and color coordinates all clothes of the talent. Is responsible to the Art Director.

Property Master (Props)
Is responsible for any and all props, furniture, chairs, platforms that are needed on the set. Gets and returns all these props. He is responsible to the Art Director.

Key Carpenter
Does any carpentry work that might be required to build the set(s).

Title Artist
Draws the title cards such that they are not too big or too small and fit easily within the perimeter of the camera frame. Makes sure there is plenty of border around each title so that the camera operator does not have a difficult time framing on it.

Audio Recordist
Is responsible to the Technical Director for the selection, pick up and set up of the audio equipment necessary to do the production. An Audio Director may act as a central coordinating person if there are multiple sound elements involved with the production, i.e., house sound, band sound, video tape sound. The Audio Recordist then becomes Audio Dir.

Boomman
The Boomman is responsible for handling the boom or fishpole in a manner that gives the microphone optimum placement for recording dialogue, effects or music, as the case may be. The boomman reports to the Production Mixer.

Production Assistant (PA)
PAs expedite and generally aid the Producer and are assigned, by the producer, to assist others, namely the Production Manager, Director and ADs in the performance of their duties.

Location Scout
The Scout physically goes out to various candidate locations to bring back information as to their availability, cost, etc.

Location Manager
Secures, manages and coordinates all Locations and Location Scouts.

Second Assistant Director (2ND AD)
Helps the First Assistant Director.

Grip
Assists the Key Grip in his duties.

Still Photographer
The still Photographer is responsible for shooting production stills for publicity and as such is responsible to the producer, (or the designated publicist and/or agent) however he or she cooperates with the Director of Photography in getting the still coverage needed.

Agent
An agent is a representative who bargains and negotiates for a creative person such as an actor, director, film editor and sometimes a producer. The agent must be legally registered and has to abide by agency law. An agent usually works on a 5 - 10 percent commission basis and is empowered by the creative person (the principal) to act on his behalf, sometimes with a power of attorney--general or specific. An agent may work for a large firm and handle anywhere from 10-500 clients each. The agency many times becomes involved with putting talent together or packaging.

Personal Manager
A personal manager is similar to an agent only he or she is not necessarily licensed and many times will work with the principal's agent. The personal manager specializes in fewer clients but provides a wider range of services which may includE guiding the principal's total career and handling their business affairs.

Producer's Representative
A producer's rep usually represents the production entity in matters of distribution and financing. He usually represents the project and the production company that is making a particular film. A producer's rep gets a retainer fee and/or a percentage of (producer's net) profits. A producer's rep will see to it that the distribution deals are clear and legally drawn up and will act as sort of a collection watchdog for the recoupment of the costs of production.

Business Manager
When a creative person has a steady cash flow and a strong predictable income he may hire a business manager to act as his investment manager and general bookkeeper. A business manager will connect up to necessary attorneys and accountants so that his client's best interests are served. A business manager will invest his client's money into securities and real estate and other investments. He will also act as an accounts payable and accounts receivable agency.

Entertainment Attorney
An entertainment attorney is an attorney who specializes in legal matters pertaining to the entertainment business such as production-distribution agreements, producer's agreements, director's agreement, basic agreements between guilds, unions and production entities. An entertainment attorney may perform the function of a producer's representative and an agent in that many times he is able to get projects into the studios for financing consideration.

Publicist
A publicist is a press agent or publicity specialist. This person will write (or have written) articles that may appear in print. He will also book or arrange for television appearances and other media exposure. The Publicist may work for a particular individual, project or company and is responsible for creating favorable public relations for his or her client.

Securities Attorney
A securities attorney is an attorney who specializes in law pertaining to securities, offerings and the Securities and Exchange Commission regulations. A securities attorney is used to draw up a prospectus for a firm that is making a private or public offering. The issuing company hires a securities attorney who works with the securities attorney representing the underwriting firm for the offering. Generally a securities attorney also works with the accountant who sets up and maintains the company's books, accounts and ledger.

Stockholders
The collective owners of a Company who have a right to the cash flow in the form of dividends.

Finder
A person who acts for a company or a person in the capacity of locating sophisticated investors. A finder usually receives a finder's fee but he must not represent himself as a broker if he or she is not licensed.

Underwriter
An underwriter guarantees the sale of securities to the public in a public offering.

Assistant to the Producer
The Assistant to the Producer is the Producer's main assistant who assists in the performance of his or her duties. Although the Producer may have additional secretaries, the Assistant to the Producer assigns and supervises all Production Assistants in the absence of the Producer.

Executive Secretary
The secretary who has advanced secretarial skills and can work at the high pressure and exacting levels required by executives on line.

Secretary
An office worker who facilitates administrative functions for a specific executive.





EXECUTIVE DIVISION



Chairman

Pursuant to the By-Laws of the Company: The Chairman of the Board of Directors if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Such Duties and responsibilities shall be the following:

o Presides over Board meetings using Roberts Rules of Order as the default procedure or as the board votes.

o The Chairman is responsible for conducting board meetings so that the stockholders may receive information on its activities through the elected directors.

o The Chairman is responsible for monitoring the value of the company in relation to other companies in the market.

o At least 52% of the Directors on the Board should have line positions in the company so that the company is directed by filmmakers and film executives. After all the Company is a film company, not a bank.

o The President, President of Production, Executive VP Operations and Sn VP Marketing, VP Development and VP Quality Control should sit on the Board. (6)

o The Key Production Assistant and an Associate Producer should sit on the Board so the point of view of the new people entering the Company can be recognized. (2)

o There should not be any more than 21 Board Members with 15 being the optimum number.

o The Chairman and Secretary should have no votes as their jobs are to run and document, respectively, Board meetings in an objective fashion.

o If the President is holding the Post of Chairman, or the Chairman is holding the post of President, he or she should not have a vote on the Board.

o The Board should have an odd number of members, otherwise the Chairman may cast the deciding vote.

o The elements of this Hat are By-Laws of the Company.

Product: Happy stockholders and well run board meetings Stat: Number of Stockholders

Custody: Company Prospectus.



President

Pursuant to the By-Laws of the Company: The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages, and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or Assistant Secretary or Assistant Treasurer.

The President is a producer (or a producer in training), who is the incorporator and founder of the Company. Such duties and responsibilities shall be but not limited to:

PRESIDENT'S MAJOR RESPONSIBILITIES:

o Incorporates the Company.

o Establishes the Company Goals and Purposes and Philosophy.

o Authorizes Company Policy.

o Establishes the Business Plan of the Company.

o Breaks the Business Plan down into programs and projects.

o Initiates the financing and hiring chain.

o Supervises the attainment of Products.

o Defines the Major Company Product, Gross Divisional Products, Department Products, Hat Sub-Products of the Company.

o Authorizes the Hats, Posts and Titles of the Executives and Staff necessary to create the company products in the most efficient manner possible.

o Authorizes the Organizing Chart (Org Board).

o Determines the initial capitalization necessary for the Company to get it to a point of viability.

o Establishes and greenlights the broad Financial Allocations for the Executive, Operations, Production and Marketing Divisions of the Company.

o Causes the Company to attain its Goals.

o Causes the company to attain its Major Company Products in the proper quantity, quality and viability and to flourish and prosper.

Product: Goals, Purposes, Policy and Viable Products of the Company created.

Stats: Stock Value and Price to Earnings Ratio.

Custody: The Movie Mogul Manual, Company Admin Scale, Company Business Plan.

DUTIES:

o VETOs any project going into production or development if it is not viable or antithetical to Company Philosophy.

o Has VETO over any personnel or talent hired by the Company.

o Has VETO over any budget, expenditure, salary or wage in the Company.

o Works with the Exec VP/Deputy President and the President of Production to keep current the following:

A. The Org Board
B. Job & Post Descriptions
C. Products
D. Statistics

o Keeps an exact historic file of each Version of A - D and assigns new version numbers as needed.

o Makes certain that the Org Board, Job & Post Descriptions, Products and Statistics are backed up on computer disc and that at least one current copy remains safe, secure and off-site.

o Expands the company and causes its products to become more valuable as well as causes the company to become more valuable.

o Constantly promotes the company and its products to the greater environment.

o Supervises and coordinates the operations, production and marketing sections of the company through the proper executives.

o If the President is holding the Post of Chairman, or the Chairman is holding the post of President, he or she may not have a vote on the Board.

o May be a sole signatory on all Company accounts, at President's discretion.

o Steers the corporation into the greater environment and into a constantly improving condition. Constantly sells the projected value of the company for possible future financing if needed.

o Causes all Movie Memos and Tech Memos to be adopted as Company policy.

o Causes all Movie Memos and Tech Memos to be adopted as By-Laws, where appropriate.

o Carries out Company Policy as embodied in Movie Memos and Tech Memos. Carries out resolutions authorized by the Board of Directors and gives Orders Of the Day.

o Keeps the company moving towards its goals.

o Maintains the official Company GOALS, PURPOSES, POLICIES, PLANS, PROGRAMS, PROJECTS, ORDERS, IDEAL SCENES, STATISTICS and PRODUCTS such that they are consistent with each in themselves and integrated in an optimum and harmonious fashion.

o Causes ACTION to occur at the proper level of expedience.

o Represents the Company to other companies.

o Conducts the day by day general management and supervision of the Company.

o Maintains the optimum coordination of all Divisions and Executives of the Company.

o Calls meetings of the Board of Directors as he feels they are necessary.

o Receives any and all company statistics he may call for, these being delivered in a form that he may assimilate.

o May hold the post of Chairman of the Board, but looses voting privilege.

o Does not generally work at the PROJECT LEVEL.

o Arranges, directly or indirectly, and authorizes all financing private and public (equity and/or debt).

o Sees to it that the company is operated with a light, quick responding touch and continually seeks methods that improve efficiency without changing what works already.

o Makes sure the Company does not become over bureaucratic or top heavy with management.

o Is responsible for the company EXISTING, SURVIVING, EXPANDING, PROSPERING AND IS CHARGED WITH THE TASK OF CONTRIBUTING TO THE CREATION A HEALTHIER PLANETARY CULTURE.

o Is stable and always present or reachable, physically, mentally and spiritually.

o Maintains ETHICS PRESENCE, by not condoning the Company or any officer or employee of the company doing anything that is illegal, contrary to public policy, or unsafe for people or the environment.

o Creates an environment of safety and play, of adventure and new ideals that bring the most out in Artists, Technicians, Administrators and People in general. Listens carefully to all Beings and respects their POV.

o Knows how to use computers skillfully and is reasonably computer literate.

o Is familiar with the products and statistics of all the divisions and departments of the company and who obtains these products and how.

o Is familiar with the materials and services that go into making the Hat Sub-Products, hence the Departmental Products, hence the Gross Divisional Products hence the Major Company Product(s).

o Understands and can handle human nature.

o Is familiar with Roberts Rules of Order Revised.

o Trains his Deputy President continually and constantly in the exact duties he performs as the President. Makes it possible for his post to be smoothly assumed by the Deputy if needed.

o Uses and refers Memos as suggested administrative and technical advice.

o Works at predicting future environments by using the best computer profiles, periodicals and information available.

o Knows how to utilize mathematic, algebraic and calculus systems for the accurate analysis of statistics relating to alternate potential viabilities.

o Uses, adopts and applies the best of any management or philosophic system so long as by doing so there are no conflicts and viable possibilities are not cut out because of fixed ideas or arbitrary ideas pertaining to any one given system.

o Oversees policy and Hatting consistency and fairness.

o Is a good judge of people because he knows a lot of people and can comfortably be in the presence of either enemies or friends.

o Entertains people inside and outside the industry frequently and holds movie screenings often.

o Confers directly with the Director of Personnel, by passing the VP Admin and the VP Operations, at his volition.

o Can cause enemies to be friends without jeopardizing the company or its progress and opts for peace over war as a solution.

o Says what he means and means what he says but can out BS a BSer if necessary.

o Does not use force as a "solution" to "solving" problems but specializes in the infinite available combinations of actions and remedies that are theoretically and pragmatically available in an apparently infinite universe. Uses the computer in situations of analytical stress where human storage and retrieval capabilities are temporarily not expedient enough to randomly (or non-randomly) access enough data to reach the viable alternatives existing, but possibly at the time, not known.

o Maintains a view on the National situation and is current on all World affairs.

o Understands State & Federal, National and International affairs as such relate to the Company, its products, goals and markets.

o Polices developed traffic and works to minimize it.

o Causes the GOAL and MAJOR COMPANY PRODUCTS of the Company to occur.



Executive VP Operations & Deputy President

Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.

Therefore, such Duties and Responsibilities shall be as follows:

The Executive VP is the chief operating officer (COO) who works for the President and is the President's deputy, trained and hatted on the post of the President. In the capacity of Deputy President, the Exec VP/DP is the custodian of The Job & Post Descriptions. The Exec VP/DP reports directly to the President and has the following responsibilities:

EXEC VP OPERATIONS/DEPUTY PRESIDENT'S MAJOR RESPONSIBILITIES:

o Expedites the completion of the presidents projects and orders.

o Becomes President in the event of the President's demise and appoints a replacement for the post of Exec VP Operations/Deputy President.

o In the event of the sudden demise of any Divisional Executive in the Company, the Exec VP may facilitate the transition of power or appoint a successor if there is no deputy or natural candidate in place.

o Establishes and oversees company security.

o Establishes and greenlights Financial Allocations for the Communications, Quality Control and Treasury Divisions of the Company.

o Monitors all Operations Budgets of the Company for the President.

o Authorizes or VETOS the pay rates for all executives and staff in the Company as proposed by the VP Admin.

o Maintains the form of the Organization. Does not allow any post, product, hat or statistic to be changed unless authorized by the President. Maintains optimum randomity.

Product: A well run, expanding Company with viable plans and projects well DONE.

Stat: After Tax Net Profits.

Custody: Legal Job Descriptions, of which this Movie Memo is an example.

Duties consist of the following:

As Deputy President

Product: Goals, Purposes, Policy and Viable Products of the Company created.

Stats: Stock Value and Price to Earnings Ratio.

Custody: The Movie Mogul Manual, Company Admin Scale, Company Business Plan.

o Takes over the duties and responsibilities of the President in the event of the demise of the President.

o Works with the President to keep current the following:

A. The Org Board
B. Job & Post Descriptions
C. Products
D. Statistics

o Keeps an exact historic file of each Version of A - D and assigns new version numbers as needed.

o Makes certain that the Org Board, Job & Post Descriptions, Products and Statistics are backed up on computer disc and that at least one current copy remains safe, secure and off-site.

o Establishes and maintains company security systems, personnel and measures.

o In his capacity of Deputy President, and when so delegated, supervises and coordinates the VPs in the Executive and Marketing Divisions for the President and reports their progress and statistics.

As Exec VP Operations

As authorized by the President, the Executive VP Operations, in his capacity as Deputy President, performs exactly the same duties as the President and performs these additional duties as Executive VP Operations:

o Backs up the President in every way possible. This includes supporting the President in and out of meetings, even if there is "disagreement" at the time and even if it was "unwise" or "unwise" in retrospect.

o Is present at all meetings the President calls or attends, unless he or she specifically asks that the Exec VP not be there for some reason or another.

o Reads, understands and is able to perform the Hat of the President.

o Reads, understands and is able to perform the major responsibilities of other Divisional Executive Hats.

o Helps the President and other executives hire management talent in as fast and efficient a manner as possible.

o May hold post of corporate Secretary.

o Is able and willing to intelligently and ethically supervise or run the entire company if called to do so by the President.

o Helps in the raising and closing of finances.

o Is the President's general Executive Communicator and Representative. Makes sure all comm is accurate, swift and loaded with affinity.

o Sees to it that each project of each program authorized by the President is DONE by the person delegated that he or she reports DONES back to their immediate senior.

o Sees to it that each Program originated by the President has its projects steps actually DONE by the persons delegated and that each such "DONE" is reported immediately back to the President.

o In other words, sees that all juniors report DONES back to their proper Senior as well briefing the Exec VP Operations on the status of all programs at all times.

o Nudges completion and compliances when necessary or asked by the President.

o Sees to it that all non-board meetings are recorded so conclusions are in note form.

o In his capacity of Exec VP, supervises and coordinates the VPs in the Communications, Quality Control, Treasury Divisions for the President and reports their progress and statistics.

o Aides in strategy when needed.

o Does not by-pass the President in such a way so as to preempt, usurp or steal the financial contacts, persons or entities established or developed by the President in such a fashion that a conflict of interest would result or a confusion of purposes would occur.

o Does not by-pass the President in any way for personal gain.

o Does not create, or allow to be created, negative effects upon finance entities or talent yet does not propitiate either to such persons or entities.

o Grants the President final word without argument but is free to, at appropriate times and places, voice any and all feelings and constructive ideas or plans.

o Hires, terminates and fires personnel when asked to do so.

o Assumes the roll of negotiator when asked to do so.

o Works on the construction of PLANS, PROGRAMS, PROJECTS and DAY-BY-DAY CYCLES OF ACTION with the President and aides in the analysis of the relative priorities of such on a spontaneous basis, as required.

o Does not withhold errors, mistakes, or relatively unwise actions or decisions from the President, knowing that everyone is subject to such occurrences. Realizes that he or she may be asked to take responsibility for the error, mistake or unwiseness, but understands that he or she will not be thought less of for bringing it up.

o Does not bring up every little thing or create excess work for the President. Makes the space safe and does not create chaos or allow chaos to infringe in the space around the President.

o Does not mention any errors, mistakes or unwiseness to Staff, Crew or Talent before mentioning it to the President.

o Maintains and helps the Company maintain excellent public relations at all times.

o Assumes the "Beingness" of a President and Producer without abusing the position and without feeling the necessity of using unnecessary force or becoming "power" conscious. Uses as much affinity at all times as possible yet does not "sleep with the staff".

o Does not withhold his or her or others contra survival actions from the President if they occur.

o Initiates communication with any potential or active financiers when asked to do so for the company.

o Makes the work of the President easier by taking administrative problems and responsibilities off his or her shoulders (by delegation) when appropriate and possible.

o Watchdogs the expenditure of the company funds but does not inhibit the job of the Treasury Division or any division in the control of their budget.

o Insists and ensures that all Executives keep their budgets, in their entirety, confidential, except that they may only give out portions of the overall budget on a strict need to know basis.

o Backs up the VP Quality Control in his or her duty to enforce ethics and handle ethics situations.

o Makes people feel welcome they are working in the Company and helps them to feel comfortable with the filmmaking process in general.

o Gets out of the office and walks around the Company to learn how the executives, talent, staff and crew are doing.

o May perform some duties of a General Partner, if the Company is a General Partner.

o Creates affinity and levity whenever possible but does not tolerate laziness or wasted time, energy or materials on the part of any executive, staff, crew or talent.

o Gets things DONE because people respect his or her ability and understanding - not because of force that he or she refrains from using.

o Sees to it, as much as possible, that people who do well for the Company, make targets, deliver what is promised in high quality/quantity and generally perform in an able and consistent fashion, are promptly and graciously rewarded beyond their wildest imagination at appropriate times.

o Maintains a friendly but slight distance from employees and juniors when he or she sees that too much of his or her time is being spent on amenities or hacking around.

o Maintains an ethics presence and sets a good example for all to admire or aspire to.

o An understanding of the overall project, the responsibilities attendant to producing, and an ability to make things go correctly in support of the Company should be the basis of success and respect for the Exec VP as well as all Company executives and staff - not bandying position.

o Provides input and wisdom, to the President, knowing fully well that it will be appreciated, otherwise the individual wearing the Exec VP would not have been selected in the first place.

o Allows the President to confer directly with the Director of Personnel, at ethers volition.

o Causes the Gross Divisional Products of his divisions to occur.




President of Production

Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.

Therefore, such Duties and Responsibilities shall be as follows:

The President of Production is Head of Production and the senior production executive of the company who coordinates the activities of the development, production services and production divisions (the production company) of the Company.

He or she authorizes Projects to go into production and is responsible for seeing that all productions run smoothly and are profitable.

He or she is experienced in developing literary properties, budgeting, estimating and production and ideally has held all producer positions with an accent on packaging and line producing. Is familiar with all aspects of Post Production and laboratory procedures and has had experience running a company or acting as a General Partner for a Limited Partnership.

The President of Production sets budget limits for the Company's roster of films and works in close cooperation with the President, the Executive VP Operations and the Sn VP Marketing. He or she is the executive that assures that funds allocated for projects are economically spent and result in high production value for the Company.

With regards to MEC, the President of Production of MEC, is the President of Matrixx ProductionsTM and the President of Production reports directly to the President of MEC.

PRESIDENT OF PRODUCTION'S MAJOR RESPONSIBILITIES:

o Greenlights (or vetoes) film projects for production.

o Establishes and greenlights Financial Allocations for the Development and Production Service Divisions of the Company.

o Supervises and coordinates the Development, Production Services and Production Divisions of the Company and reports to the President their progress and statistics.

o Expedites the completion of the presidents projects and orders as such relate to production.

o Monitors all Production Budgets of the Company for the President and makes sure the production slate includes the proper gradient of films as set forth in "Long Range Production Goals".

o Arranges for financing of film projects in cooperation with the VP Finances & Executive Producers.

o Has VETO over any Producer, Writer, Talent, Staff or Crew Member on any Company Project but must provide an explanation.

o Has VETO over any Production Budget but must provide an explanation.

o Greenlights packages to go into production.

o Continues to greenlight film projects that made money at lower budget levels.

o Greenlights a mix of projects that allow new talent, staff and crew to get involved.

o Helps Packaging producers assemble Talent, Directors and Producers for projects when they ask.

o Supervises all production operations of the Company.

o Works with the President to proposes the total budget allocation for the Company Production Slate.

o Polices the expenditure of production funds in cooperation with the VP of Production Services and the Controller.

o Works closely with Studios, Agents and Executive Producers in arranging joint financing of projects.

o Maintains contact and good relations with studio executives and producers.

o Is always present and reachable to give and receive information, personally or by Communicator.

o Works with the VP Finance and Sn VP Marketing to negotiate financing and distribution deals.

o Causes Studios to want to provide a constant flow of production funds to the company because of predictability and quality of product and the delivery thereof.

o Makes economical use of all funds.

o Causes the products of his division to occur in the proper quality, quantity and viability and suggests refinements for this hat and assimilates changes, if any issued as policy.

o Constantly recommends movies to people to see and then notes whether they liked the movies recommended. This should serve as a quality control function to test matching skill.

o Is signatory for the production funds to be provided to the Producer Unit for each film made by the Company.

o Is familiar with the full production process.

o Maintains personnel files of VPs, Executive Producers, Distributors, Studio Executives, Lawyers, Accountants and special consultants.

o Supervises multiple productions.

o Knows the Securities and Exchange Commission's regulations.

o Maintains financial connections with investment groups and banks for the purpose of securing production financing.

o Is totally familiar with all forms of financing and all finance instruments.

o Structures film production deals from tax advantaged point of view so long as the quality of any picture is not compromised.

o Does not encroach on the Producer's domain, but knows how to interact with the manufacturing process of film.

o Works with the Senior VP Marketing and the VP Development in the arranging for distribution of the company films.

o Accentuates films that are aligned with company policy and philosophy.

o Sees to it that the films that are produced are for theatrical release and theatrical purposes above all other purposes.

o Knows the ultimate products of a feature film production company and how they relate to the general culture.

o Travels the world widely and attends all possible film festivals.

o Sees every film in release.

o May not be fired for Greenlighting a film that bombs.

o Causes the Gross Divisional Products of his divisions to occur.

Product: Equity/Pre-Sale Financing of packaged Movie Projects.

Stat: Number of Movies Produced.

Custody: Production Packages.




Corporate Secretary

Pursuant to the By-Laws of the Company: The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law of by these By-Laws, and in case of his absence or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the President, or by the directors or stockholders, upon whose requisition the meeting is called as provided by these By-Laws. He shall record all the proceedings of the meetings of the corporation and of directors in a book to be kept for that purpose. He shall keep in safe custody the seal of the corporation, and when authorized by the Board of Directors, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of any assistant secretary.

Duties and responsibilities are as follows:

CORPORATE SEC RESPONSIBILITIES:

o Records Board meetings.

o Records Quality Control Board Meetings other important meetings of the Company.

Product: Corporate minutes and memory

Custody: Minutes and Seal

o Attends all sessions of the Board of Directors, all meetings and committees acting as clerk.

o Records all votes and keeps company minutes of all company transactions in an authorized book for that purpose.

o Gives or causes to be given notice of all meetings.

o Keeps in safe custody the Corporate Seal and affixes it to documents when authorized by the Board.

o Keeps in safe custody the Minutes of the Corporation.

o Reports to the President and the Board of Directors.




General Counsel

Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.

Therefore, such Duties and Responsibilities shall be as follows:

General Counsel is the Chief Legal Advisor to the Company who supervises and coordinates the work of all attorneys hired for the Company. Recommends and/or hires various legal specialists for legal work of the company, its projects and executives depending upon the needs of the Producers' projects. Supervises and coordinates the legal affairs of the corporation and negotiates when authorized for the good of the Company, not any particular individual or project. The General Counsel may or may not be Director of Business Affairs but ideally he or she is, if he or she is a proven negotiator as well has a facile knowledge of relevant laws to the business of the company. In the event the hat of General Counsel and Director of Business are performed by the same individual qualified to do so, he or she shall retain the title of VP Business Affairs.

Reports to the President or the Exec VP Operations if the President is not available.

GENERAL COUNSEL RESPONSIBILITIES:

o Good Legal advice as a result of Knowledge of the Law.

o Legal possibilities and strategies - ways to obtain company goals and products from a legal point of view.

o Legal Documents drafted and/or reviewed.

o The secure legal existence and expansion of the company.

o Researches and qualifies attorneys for special projects according to their specialties and makes recommendations for hiring.

o Physically hires attornies that have been approved and terminates attorneys services when no longer required.

o Negotiates the terms of retainer agreements.

o Aids the Director of Personnel with attorney resumes and applications as needed.

o Does not communicate, in general, for other attorneys.

o Places the correct specialist(s) in conference with the producer and/or the Director of Business Affairs as required by the President or Executive Producer on a particular project.

o Sets up conference calls with the legal team, as authorized.

o Is a specialist in communication itself.

o Understands verbatim the questions asked by producers and executives in the company, then places the exact question(s) with the legal specialist most able to answer each.

o Sees that all questions are answered fully with no loose ends or confusion generated.

o Avoids and discourages relaying legal advice from legal specialist via General Counsel and others as it is then subject to misunderstanding.

o Uses conference calls, with high quality speaker phones or video, when possible to save money and travel time.

o Ensures legal accuracy at all times.

o Is computer literate and encourages other attorneys to be also.

o Sends Attorneys to the Hatting Officer for non legal post training and hatting on use of computers.

o Sends attorneys and goes himself to regular seminars to keep abreast of changing conditions in the law as it relates to film production and finance.

o Farms work out to specialists.

o Requisitions for all legal work and obtains approval before it is committed.

o Has attorneys bill the company directly for their authorized work.

o NEVER is too busy. If he is too busy, this means he is not doing his or her job properly because he or she is not finding the specialists necessary to handle the work.

o Terminates the services of specialists.

o Works quickly and sees that other attorneys do also.

o Never does anything to prolong a project for additional pay and does not tolerate such with other legal specialists or other company employees.

o Sends attorneys to ethics or the local Bar Association's Disciplinary Board, when necessary.

o Is acutely aware of the fact that negotiating and knowing the law are TWO (2) different specialties and just because a person is good at one does not mean he or she is good at the other.

o Ideally is good at negotiating and application of the law, however if NOT good at negotiating, does not hold that hat but works with the one who is good at negotiating as a team, backing the negotiator up all the way with the facts on which legal ways are OPEN to him. Chief negotiator is the hat of Director of Business Affairs.

o Concentrates on ways things are OPEN not CLOSED otherwise it burns up too much attention and thought.

o Negotiates process only.

o Knows cold the rules of the Game (the law).

o Knows how the court will probably rule because of precedent.

o Knows as many judges as possible.

o Is LEERY of lawyers who DON'T KNOW FILMMAKING AND ALL IT'S ELEMENTS such as the difference between an answer print and a release print but calls them "lab materials." Steers clear of these kind of attorneys.

o Keeps abreast of the filmmaking process and all its elements.

o Understands that the Director of Business Affairs must be a NEGOTIATOR first, a Filmmaker second and a lawyer third. That's is the priority. He must know arithmetic and mathematics cold. If he can't do algebraic word problems - that's a very bad sign. If he reads past words he doesn't know - that's a very bad sign. If he is slow in responding - that's a very bad sign.

o Understands that generally when inexperienced attorneys enter into the scene, unless they are highly experienced and CRACK, they muck everything up and complicate the dealing. NEVER uses an attorney as a negotiator, "mouth piece" or communicator, for a speculative deal. If you, or your employee, can do it in a friendly manner, that's the best way. Negotiating is best done by someone who is on salary and paid a discounted agent's percentage. The salary keeps them from closing the deal too fast and the percentage helps them keep it from metamorphasizing for too long.

o Places the correct attorney on the correct project at the correct price for the company.

o Recommends counsel and hires such when authorized to do so.

o Interviews legal talent and provides Applications and resumes to the Director of Personnel.

o Cultivates and trains legal talent.

o Gives the relative probability that any action taken by Business Affairs or the Company will be upheld in a court of law as being:

legal

o Presents all factors in terms of numerical probabilities, (i.e. 0% - 100%).

o Uses and is familiar with computer services such as NEXUS/LEXUS and West and the World Wide Web, which is replacing such closed systems.

o Presents all legal alternatives to any situation or business affairs.

o Presents all precedents and cases on point to any situation or business affairs.

o Negotiates business affairs and deals, if qualified to do so.

o Is duly cautious but finds ways to make things WORK, not STOP.

o Does not drag projects on unnecessarily.

o Is positive as possible and looks at life from the point of view that the glass is half full - not half empty.

o Comments on whether any contract or action is:

Wise
Clear
Logical
True
Superfluous
In Correct Sequence
Necessary

o Comments on time frames.

o Reviews and provides contracts and deal memos.

o Reviews and provides investment memoranda, financing instruments and other documents.

o Is custodian for all company contracts and legal documents.

o Must send one copy of every contract and legal document to the Treasurer within 24 hours of execution.

o Always sends copies of correspondence to relevant parties.

o Uses email for correspondence and tries to deal with people and attorneys that are computer literate. o Uses FAX when necessary.

o Observes the maxim that everything is negotiable and anything can be used as a point of negotiation.

o Observes the maxim that, if the company is going to hinge its strategy on an offer with an unmatchable element connected, make sure the element or proposition is, in fact, unmatchable.

o Sees that all attorneys itemize their work and time.

o Sees to it that when work needs to be done in foreign or distant territories, an attorney who is familiar with the local situation is used. (All politics is local politics.)

o Reviews all expenses submitted by attorneys.

o If any cases done on contingency, get answers to the following questions:

a. What's the fee percent?
b. What costs and expenses will come off the top?
c. Who will bear what part of costs and expenses if the Company loses?

o If an attorney cannot estimate what his or her fee will be, tells them: "Do X dollars of work and stop there." X being the budget authorized by the company.

o Is responsible for legal budget overruns.

o Uses and gives caps on fees.

o Monitors the work of all attorneys AS IT IS DONE and BILLS COME IN.

o Validates attorneys who perform well, charge fairly and are responsive to company needs with more work.

o Never validates, or allows to be validated, poor work or performance.

o Does not get involved in the early stages of a deal, such that it would kill the deal's development.

o Brings in legal specialists, after an agreement in principal is arrived at, if needed, and applies this policy to the post of General Counsel.

o Makes sure any and all deal memos that leave the company have the following statement on them: "If this letter reflects our understanding as we discussed it, I will arrange to have it finalized."

o When bids are going out, uses and encourages use of exactly the following language: "Company reserves the option to withdraw the enclosed bid after X", where X is the time deadline. Does NOT use the language: "This offer shall remain open for X." The later closes the door while the former, accomplishing the same thing, leaves the door open for the company.

o Sees to it that in any deal that is closed, all sides feel they are profiting and there are no imbalances, that will ultimately recoil the deal.

o Itemizes all work done in terms of service, rate and time spent, unless on permanent staff.

o If on hourly retainer, does not perform, or allow any attorney under his or her supervision, to perform any service without giving a cost and time estimate first.

o Makes court appearances or delegates such to the proper counsel.

o Is excellent at public speaking and can train others in the skill.

Product: Legal advice that avoids problems.

Stat: Number of Years in Business.

Custody: Copy of all executed contracts.




Director of Business Affairs

Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.

Therefore, such Duties and Responsibilities shall be as follows:

The Director of Business Affairs is the chief negotiator and head of business affairs of the company who is responsible for negotiating all financing deals on behalf of the company. The Director of Business Affairs may or may not be an attorney - and it is preferable that he or she is an attorney with an excellent math and computer background. Negotiating skill is first priority, knowledge of business/marketing/financing/production is second priority and knowledge of the law is third priority for this hat. He or she must know production and negotiating cold. Being an attorney after this qualification is icing. He or she may or may not be General Counsel for the corporation. In the event the hat of General Counsel and Director of Business are performed by the same individual qualified to do so, he or she shall retain the title of VP Business Affairs.

Reports to the President or the Exec VP Operations if the President is not available.

DIR BUSINESS AFFAIRS RESPONSIBILITIES:

o Skillful and swiftly negotiated deals that are viable, favorably, fair closed on behalf of the Company.

o Creation and coordination of strategies.

o Keeps track of all business affairs of the Company and is responsible for all contract Administration.

o Negotiates and coordinates the negotiation of all company business affairs and deals for the Company.

o Makes certain that no set of rights or any contract item is given away twice.

o Works closely with General Counsel to make certain that anything that is done is not against public policy.

o Recommends the hiring and firing of attorneys who are involved with negotiating under his direction.

o Knows the elements and mechanics of film production and marketing cold.

o Makes sure any and all deal memos that leave the company have the following statement on them: "If this letter reflects our understanding as we discussed it, I will arrange to have it finalized."

o When bids are going out, uses and encourages use of exactly the following language: "Company reserves the option to withdraw the enclosed bid after X", where X is the time deadline. Does NOT use the language: "This offer shall remain open for X." The later closes the door while the former, accomplishing the same thing, leaves the door open for the company.

o Sees to it that in any deal that is closed, all sides feel they are profiting and there are no imbalances, that will ultimately recoil the deal.

o Observes the maxim that everything is negotiable and anything can be used as a point of negotiation.

o Observes the maxim that, if the company is going to hinge its strategy on an offer with an unmatchable element connected, make sure the element or proposition is, in fact, unmatchable.

o Once negotiation starts on any real and solid project, never negotiate directly, always use an agent or attorney. Please be acutely aware of the fact that negotiating and knowing the law are TWO (2) different specialties. People think that the two go hand in hand for some reason or a person good at one is good at the other. That is FALSE. I know some attorneys that don't know the law for beans but they can negotiate you into a flat corner. On the other hand I know one trust attorney who is absolutely brilliant with the law, but his negotiating points get blown around like a hand full of sand in the wind.

Negotiating is debate over terms.

Lawyers are useful in the negotiating process only because they:

a. Know cold the rules of the Game (the law).
b. What Daddy (the court) will probably say if you can't divide the candy. (Precedent)

IF A LAWYER DOESN'T KNOW FILMMAKING AND ALL IT'S MOVING ELEMENTS - HOW CAN HE REALLY NEGOTIATE? If he doesn't really know the difference between an answer print and a release print but calls them "lab materials", your negotiating power will be BLUNT to that degree.

Director of Business Affairs must be a NEGOTIATOR first, a Filmmaker second and a lawyer third. That's is the priority. He must know arithmetic and mathematics cold. If he can't do algebraic word problems - that's a very bad sign. If he reads past words he doesn't know - that's a very bad sign. If he is slow in responding - that's a very bad sign.

o Generally when inexperienced attorneys enter into the scene, unless they are highly experienced and CRACK, they muck everything up and complicate the dealing. NEVER use an attorney as a negotiator, "mouth piece" or communicator, for a speculative deal. If you, or your employee, can do it in a friendly manner, that's the best way. Negotiating is best done by someone who is on salary and paid a discounted agent's percentage. The salary keeps them from closing the deal too fast and the percentage helps them keep it from metamorphasizing for too long.

o Is custodian of all Deal Memo originals.

o Must send one (1) copy of each final or interim Deal Memo each to the President and to General Counsel within 24 hours of execution no matter how many drafts have been passed back and forth or are contemplated until settlement.

o Applies the rest of "Negotiating Tips" as in Movie Memo of 18 February 1986 which is hereby made an integral part of this hat.

Product: Skilled negotiation

Stat: Number of closings and settlements.

Custody: Copy of Signed Deal Memos.




VP Administration

Pursuant to the By-Laws of the Company: The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

The Board of Directors may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise power and perform such duties as shall be determined from time to time by the Board of Directors.

Therefore, such Duties and Responsibilities shall be as follows:

The VP Administration is head of the Communications Division who establishes, maintains and supervises all operating and development space, communication systems, hat packs compilations, administrative personnel, and has general supervisory responsibility for the smooth, efficient and ongoing administration of the Company. Causes the company to be manned up in the most expeditious sequence and ensures its continued and orderly expansion.

VP ADMIN MAJOR RESPONSIBILITIES:

o Maintains and enforces the Form of the Organization.

o Compiles Hats from Movie Memos, Tech Memos and Writeups.

o Sets up Administrative systems that provide for the efficient utilization of people, space and resources.

o Proposes pay rates for divisions 1, 2, 3, 4A, 4B, 6 & 7.

Product: An established Company with efficient people and administrative systems operating 24 hours per day.

Stat: Company Net Income per Employee.

Custody: Hat Packs & The Org Board.

o Receives the Organization Board from the President or his representative and posts the most current version in a place where all can see it.

o Physically updates the Org Board as authorized by the

President or his representative.

o Researches and proposes the pay rates for all Company executives and Personnel (except the production Division) to the Exec VP Operations.

o Establishes and maintains offices in an economical manner.

o Arranges for office furnishings and equipment according to approved budgets.

o Oversees the set up of phones, xerox, mail room, fax, telex, computer systems, modems, etc.

o Oversees the establishment and operation of the Message Center.

o Works with the President in hiring a Director of Personnel.

o Hires the Director of Personnel to man up the executive, communications, quality control, treasury, development, production services and marketing divisions of the company.

o Mans up the Production Services Division in cooperation with the Production Division personnel.

o Does not man up the Production Division.

o The Personnel Director may report directly to the President, by passing the VP Admin, at any time the President requests such.

o Oversees the set up of the Company Information Center.

o Helps the Exec VP Operations and the Hatting Officer see to it that Personnel hold the form of the Company per the Company Organizing Chart and are properly wearing their hats.

o Constantly does cost analysis to upgrade premises and space in cooperation with the Office Manager.

o Keeps abreast of all the latest computer systems and their applications. Liaises with the Director of Technical Affairs and Data Processing regarding this.

o Oversees travel arrangements for major company executives and stars and makes certain they are treated very well.

o During production may aid the Unit Production Manager in all of the above as such pertains to the specific production and as okayed by his Producer.

o Maintains a stable office position and is easily reachable by any and all.

o Establishes and enforces his division's work schedules.

o Sets a good example by being punctual and keeping his office very neat, organized, aesthetic and efficient at all times.

o Strives to keep people who are potential trouble makers out of the Company.

o Holds any unmanned posts until they are staffed by qualified personnel.

o Causes his Gross Divisional Products of the Company to occur efficiently and without a lot of over organization or red tape.

o Teaches this Hat to others before moving off post to a different position.

o Sees to it that company stationery and cards exist and are updated.

o Sees to it that the company does not operate on any other company or org's policy without authorization from the proper authority.

o Oversees the purchasing, renting, leasing and maintaining of the company cars, limos, boats, airplanes, jets and helicopters.

o Holds regular staff meetings to discuss company problems and wins.

o Routs employees to paying courses as a possible alternative to firing them.

o Drills everyone on the Org chart to make certain they understand it and use it.

o Sets a good example by being punctual and keeping his office very neat, organized, aesthetic and effective at all times.

o Holds any unmanned posts in his division until they are staffed by qualified people.

o Aides in the posting of personnel in his division starting with the Director of Personnel.

o Allows the President to confer directly with the Director of Personnel, at ethers volition.

o Supervises those in his division.

o Causes the product of his or her division to occur efficiently and without a lot of organizational red tape.

o Teaches this Hat to others before moving off post.

Hats Custody

o Compiles Hat Packs.

o Is Custodian of the Company Hats for the President and is the only person authorized (other than the President) to have a complete set of Hats.

o Keeps the current, original set of Company Hats under security and lends COPIES (not originals) as needed to the Director of Personnel and the VP Quality Control, only.

o Sees that Hats, not being used, are promptly returned within 24 hours.

o Has final adjudication on which hatting materials are in current use, if any questions arise.

o Sees to it that Hats are not copied or floating around.

o Keeps all Hats computerized with a hard copy print out, such carefully dated with version number.

o Files canceled hats and hat materials so they do not get mixed up with current hats and materials to confuse personnel.

o Causes all company Hats to be complete and up to date, however does not write policy, movie memos or tech memos.

o Cooperates with the Hatting Officer, VP Quality Control and the Director of Personnel in getting personnel hatted and checked out.




Director of Personnel

The Director of Personnel is the initial contact point of all personnel. He or she is the chief personnel officer of the company who works to get people happily employed with out causing any liability to the Company.

The Director of personnel, "directs" personnel to divisions and departments requesting personnel. He does not employ people but provides recommendations in accordance with his research from the Mixmaster.

Stars and Name Talent are not routed to personnel when they apply to the company, (however their resumes and pictures may be filed here). All Name Talent is handled by a Packaging Producer. In a dispute over who is, and who is not "Name Talent" the Senior VP Marketing makes the final judgement such backed up with his current market research. If in doubt, treat as Name Talent.

Duties and responsibilities are as follows: DIR PERSONNEL RESPONSIBILITIES:

o Happily employed people that are advancing in their chosen career paths.

o New people given a chance to train, apprentice and start working with the Company as production assistants and I/Ts.

Product: Happily employed people advancing the Company goals and advancing in their careers. Stat: Number of Employees.

Custody: Personnel Applications, Resumes & Pictures and The Personnel Roster

o Receives and files all Personnel Applications, Resumes and Pictures in accordance with policy.

o Issues company "Career Orientation Survey" and "Accomplishments Application" to ALL solicited or unsolicited people who express an interest in working for the Company and has them supply a current Resume and/or Photograph (if they are an actor or actress), WHETHER OR NOT THE COMPANY CAN OR INTENDS TO EMPLOY THEM NOW OR LATER.

o Interviews personnel at appropriate times.

o Always fills out the Accomplishment Application and the Personnel Application on all prospective employees and professionals before making recommendations.

o Receives Personnel Resumes from any executive or employee in the Company who may have one handed to him or her.

o Encourages fast flow hiring and getting rid of them immediately if they are unethical or can't make the grade or can't or won't deliver what they promise.

o Supervises the Mixmaster and the MixMasterTM program.

o Causes the computerization of all personnel data for easy access and use.

o Keeps the MixMaster program confidential as well as any and all data relating to personnel and talent. A breach of this is grounds for immediate firing and suit.

o Sends the ORIGINAL Career Orientation Survey and the Accomplishments Application to the MixMaster and files a COPY with the resume and/or picture of the Applicant.

o Collects and files all resumes so that various department heads in the Company may draw from them.

o Creates and keeps for the Company a roster of all personnel ("The Personnel Roster") and their phone numbers. Makes sure the MixMaster has a copy of this information.

o All inexperienced personnel, no matter what their ability level, must be listed in this ROSTER under "PRODUCTION ASSISTANTS" (PAs) This a vital Function.

o When it is determined that a PA is interested and suitable for other posts, the Director of Personnel lists them, with their phone number, in other categories of the ROSTER too.

o Creates a list of people (in the Personnel Roster) who are willing to work for the Company on a volunteer basis as Production Assistants in training (PA I/T) in exchange for training on how movies are developed, produced and marketed.

o Sees to it that all I/T people have a copy of the Movie Memo "In Training" in their Hat Folder.

o Is Custodian of The Personnel Roster and sees to it that the Roster remains with the Company, unduplicated, if and when he moves off post.

o Starts all new people out as PRODUCTION ASSISTANTS and keeps an eye out for the ones that excel and makes these recommendations to the Producers and President as appropriate.

o Does not let good people be wasted.

o In order to prevent fraud, misrepresentation or ignorance from injuring the Company, the Director of Personnel may at his sole discretion personally check out or quiz new people. He may send them to the Quality Control division to be checked out as well if he wants a second opinion.

o Gives Hat check outs.

o Routs employees to paying courses as a possible alternative to firing them.

o Keeps all Personnel files and Rosters confidential.

o Creates and maintains a pool of Production Assistants (also known as PAs) for Producers.

o ESTABLISHES AN ABUNDANCE OF PEOPLE WHO WILL WORK ON FILM AND VIDEO PRODUCTIONS IN EXCHANGE FOR TRAINING. This includes admin, development and marketing especially.

o When asked for personnel or non-name talent, makes recommendations of personnel, that have already expressed interest in the company, to any divisions that request such.

o Routs people to work, study, standby or out of the company as appropriate.

o Assumes and holds the viewpoint that any and all people that approach the Company for work are unhatted (but not necessarily untrained or inexperienced).

o Is familiar with all the posts and hats in the Company and has had experience doing as many of them as possible.

o Knows how to analyze a resume.

o Sets up interviews and conducts interviews.

o In general starts out all new people as PAs I/T and keeps an eye out for the ones that excel and makes recommendations accordingly to various departments.

o Finds out when PAs are NOT available to work and makes this information available to the Producer.

o Establishes a pool of PAs (PA Pool) posting the first qualified PA as Key Production Assistant who will supervise the PAs until the Producer requests the services of a PA.

o Knows at any time where he can get to the office or set at least:

a) One (1) additional PA within a half hour's notice
b) Two (2) additional PAs within an hour's notice
c) Four (4) additional PAs within a half day's notice
d) Eight (8) additional PAs within a day or two's notice

all for 100% deferred pay or in exchange for professional training and hatting in operations, development, production and/or marketing for the Company.

o Knows at any time where he can get at least three (3) additional PAs instantly for pay not exceeding three times the minimum wage.

o Encourages PAs to recruit PAs for work.

o Interviews personnel and shows them the current applicable contract they will have to sign to be hired.

o Routs all PAs to the Key Production Assistant for supervision, but explains to them they do not work for the Key Production Assistant necessarily. They report to him or her or Producers, but assist the person they are assigned to in the company for as long as they are needed to expedite that work. Then they go back to the PA Pool, under the supervision of the Key Production Assistant.

o Producers are the only ones with the authority to assign PAs.

o In the absence of the Key PA, the Director of Personnel supervises PAs when they are not assisting the producer (or his designe) or being supervised by an Assistant to the Producer.

o Makes sure people have done and accomplished what they say they have done and accomplished on their resumes.

o Co-signs all personnel contracts being accepted to attest to the fact that the person applying has done what he or she said she has done on his or her resume. The personnel director is not concerned about their future success or qualifications with the Company, he is only concerned that we know "where they are at" before they are given a post or sent to training or hatting.

o May not place on post or in training anyone unless their contract is co-signed by the department head requesting personnel and such approval has not been vetoed by the President.

o All personnel hired must have the following three signatures on the employment agreement:

1) Director of Personnel who, by signing, attests that they did what they said they did on their resume and are not lying on the Personnel Application or any other bio material, verbally or in writing.

2) VP Administration who, by signing, attests that there is a place for their services on the Org Chart and that a hat exists within the framework of the Company or will be created if authorized by the President.

3) An existing employee who, by signing, attests that they need and want their services and can show that it will help get more and better division or departmental products for the dollar.

o Terminates Personnel when asked to do so in a firm manner that does not make the person feel worthless. Once hired, the person they are working for or the President are the only ones that can terminate. To be terminated takes authorization by the president however the President may terminate anyone upon sole discretion.

o Fires personnel at the order of the Unit Production Manager, Producer, VP comm, Ethics Officer or President and no one else. Does so in a manner that is firm and definite but does not make the person feel worthless or wrong as a person. Gives a reason, such as:

a. "I'm letting you go because we no longer need your services."

b. "As of now your services (on this production) are no longer needed because of the following reports." (Go over specific ethics situations that the person refused to correct, but don't create antagonism or get into a fight.)

c. "Thank you for the excellent work you have done for (us) this company; unfortunately, we're no longer in need of your services but we'll give you a call when something comes up and we need your services."

o Puts PAs AND anyone who wants to be a company executive through the "ENTERTAINMENT ORIENTATION PROGRAM" (EOP): See "The EOP" in the "VP Quality Control Hat".

o Assigns PAs to study when not on post.

o Sees to it that there is an even balance of Production Assistants in and available for administration and production functions as assigned by the Producer.

o When recommending Production Assistants for work, tries to relate their training and hatting level to the Producer.

o Is totally responsible for issuing and collecting Hats for the VP Administration when people start or end work with the Company. Turns all Hats not in use back over to the VP Administration and keeps no copies.

o Informs the VP Admin if any Hats are incomplete or not up to date.

o Gives a copy of the Hat(s) the newly hired person will wear immediately after signing of contracts and asks them to take it home for study and be ready for their Hat Checkout.

o Sets up an appointment for a Hat Checkout with the Hatting Officer, such appointment and checkout made within five (5) days from day of receipt of the Hat.

o Any time a person does not understand something about their job or makes errors or omissions, immediately sends them to see the Hatting Officer, with a specific note as to what the situation is.

o Runs ads in magazines for personnel.

o Translates information from the Resume to the Accomplishments Application if not done by the person making application.

o The Personnel Director may report directly to the President, by passing the VP Admin and the Exec VP Operations, at any time either request such.

o Is always available to handle any telephone calls or body traffic regarding employment requests. Does so in an efficient, friendly manner and does not give out any information, plans or public relations information that has not been authorized by the President.

o Does not make people who call for work feel ickie or sorry they called. Is friendly and when you or the personnel director says, "I'm sorry we have no openings at present; I'll keep your resume on file", the personnel better get darn busy analyzing the hell out of that resume, career orientation survey and application and make very certain it is entered into the MixMaster so the greatest mathematical chance of employing that person in the exact right position arises sooner rather than later.

o Causes the product of his department to occur.

o Teaches this hat to the next person to take over the post.




MixMastertm;

The MixMaster is the right hand man to the Director of Personnel and assists the Packaging Producers in assembling the possibilities for above the line talent. The MixMaster takes the mountains of data provided from the Dir of Personnel and Producers and makes matches that make it possible for there to be excellently packaged movies as well as happy employees because they are more quickly doing what they want and are good at doing it. Duties and responsibilities are the following:

MIXMASTER RESPONSIBILITIES:

o Best uses of human resources presented to the Director of Personnel.

o Accurate marketing and packaging data of Name Talent at the fingertips.

Product: Needs and Wants Matched. Stat: Custody: Personnel Desires & Goals, Career Orientation Surveys

o Operates the MixMastertm; program.

o Enters data from the "Career Orientation Survey", the "Accomplishments Application" and Resume and makes matches.

o Helps Translate information from the Resume to the Accomplishments Application if not done by the person making application.

o Takes all WANT data regarding studios' script/talent wants and talents' script/studio wants and feeds it into the "MixMaster" program.

o Keeps the MixMaster program confidential as well as any and all data relating to personnel and talent and is custodian of such.

o Generates matches between WANT of studios and HAVE of the Company with regards to scripts and talent.

o Matches non-name talent, staff, crew in the best post for which they are qualified and desiring of.

o Presents matches to the Dir of Personnel.




Director of Data Processing

The Director of Data Processing is the Chief Information Officer (CIO) who is responsible for all computer systems of the Company. He or she is responsible for establishing and maintaining all computer systems and the operating and applications software in connection therewith. He or she is responsible for the smooth operation and maintenance of all computer systems' operating internally and externally with the Company and works in close cooperation with the Director of Communications as telecommunications and phones are concerned. Duties and Responsibilities include the following:

DIR DATA PROCESSING RESPONSIBILITIES:

o Computer systems that operate efficiently and reliably to align information of practical value and place it at the fingertips.

o Computer operations.

Major Sub-Product: User friendly computer terminals (that are never "down") on a system being upgraded to state-of-the-art.

Stat: Number of appropriate terminals - cumulative.

Custody: Computers and their perhipherals, operating and application software, backups, and the "Computer Run Log."

o Establishes and maintains all company computer systems.

o Writes computer programs that are specifically needed by the Company on a "writer for hire" basis.

o Researches and integrates existing computer programs to accomplish specific Company goals.

o Operates or supervises the operation of Computers.

o Does systems analysis and designs the most efficient systems possible for the Company.

o Works closely with the Director of Technical Affairs in keeping abreast of new developments, with the understanding that the keynote of this Hat is "applied applications" and the Director of Technical Affair's research is R&D.

o Does or orders regular backups per policy.

o Sees to it that any and all systems tend to be easily understandable and non-complicated (user friendly).

o Sees to it that computer environments are clean, neat and VERY AESTHETIC.

o Purchases all computer hardware and software in consultation with the Dir of Technical Affairs and the VP Admin, as authorized by the President.

o Runs the data processing center of the Company for data bases supplied and used by development, packaging, personnel, production and distribution divisions.

o Works out the routing of data to the various divisions of the company with the VP Admin, VP Production Services and President.

o Heads up computer related crews when needed.

o Informs VP Admin of new equipment out.

o Heads up crews when needed.

o Designs electronic circuits and systems when needed and writes software as on a "writer for hire" basis.

o Reads every technical periodical that is published on Computers.

o Goes to as many Computer conventions as time/budget permit.

o Stays in close contact with the existing computer industry as it relates to the operations of the Company.

o Is familiar with mainframes and PCs.

o Owns a PC that is compatible with the company computer.

o Does not use off beat computer equipment and software.

o Recommends software.

o Expedites the selection, purchase and installation of equipment.

o Constantly updates programs without causing downtime.

o Anticipates the Company's computer needs to make sure it is ahead of all other Companies in application to office efficiency and production control.

o Integrates random access laser disc storage systems as quickly as possible.

o Searches out the finest computer programmers and operators on the planet and gets them happily employed with the Company.

o Supervises all experts.

o Checks out people who claim to be experts to make sure they are not frauds and recommends action accordingly.

o May fire any person connected with the department with due cause.

o Delegates portions of this hat to assistants as needed to get work done.

o Is custodian for the Company of all computer programs and software, but not necessarily the data (e.g., ".wkq" files or ".bud" files) generated by the software applications.

o Causes the products of this department to occur.

o Teaches this Hat to the next person before moving off post.


Office Manager

The Office Manager is in essence the company property manager who physically establishes and maintains all company office space and other spaces used by the company and its production divisions. The Office Manager, works in close cooperation with the VP Admin and the VP Production services in providing enough space to operate in as well as expand into when in production. Has the following duties and responsibilities:

OFFICE MANAGER RESPONSIBILITIES:

o Functional, beautiful offices and operating and production space.

Product: Functional and aesthetic offices.

Stat: Number of Square Feet owned vs rented.

Custody: Office machines, equipment (other than computers and their pheripherals), file cabinets, furnishings, decorations and office Keys.

o Secures office space needed by the Company.

o Physically surveys the area for likely offices and has Office Surveys filled out before making any decisions.

o Does not perform the function of the Location Manager or Location Scout.

o Advises rent VS purchase options.

o Estimates all future physical space needs.

o Is custodian of all office keys and security combinations and keeps and exact log of who got what keys and combinations.

o Routs all rental agreements, leases and any purchase agreements to General Counsel. Keeps a copy of all documents routed to general counsel in his files for the company.

o Is an expert on real estate, buying it, improving it, selling it, handling and managing it, financing it.

o Negotiates the terms and costs of office space for the company.

o Prepares layouts and blue prints for offices.

o Is an expert on setting up screening rooms and does so when necessary.

o Knows carpentry and can handle carpenters and workmen.

o Knows how to general contract jobs relating to construction.

o Selects, delivers and removes office furnishings personally or by hire.

o Selects, has delivered and removed office equipment as decided upon by the VP Admin.

o Sets up space for the xerox center.

o Works with the Dir of Technical Affairs and the VP Production Services to ensure that before any equipment is purchased or installed it is the best for the cost and will meet the fast lane requirements of production.

o Provides the physical space for the Message Center.

o Provides a space where the Company organizing chart can be posted where all can see and access it.

o Provides a space suitable to the Statmaster for set up of the Company Information Center.

o Helps the Statmaster build the CIC to the specifications of the President.

o Arranges for the payment of all office purchase and rent.

o Constantly does cost analysis to upgrade premises and space.

o Maintains the office space by doing the maintenance himself or putting in requests with the landlord to get it done.

o Makes recommendations to move to better space and expand as needed and warranted.

o Aides Unit Production Managers in getting the space they need.

o Maintains a stable office position and is easily reachable by any and all.

o Polices the offices for people that are slobs and has them neaten up their space each night before going home.

o Sees to it that employees have nothing unnecessary on their desks or in their space.

o Does not tolerate clutter or people filing paper in off-policy ways.

o Reports three time offenders to ethics.

o Provides for the aesthetic appearance of the office or gets advice from qualified interior decorators.

o Makes sure the offices are breathtaking and at the very least color coordinated and functional.

o Does not spend money on furnishings that are breathtaking until warranted by profits but uses imagination and good taste in the interim.

o Sets a good example by being punctual and keeping his office very neat, organized, aesthetic and efficient at all times.

o Sees that the office supply room is stocked with supplies.

o Provides the supply closets sufficient to keep supplies stocked in.

o Causes the product of his or her division to occur efficiently and without a lot of over organization or red tape.

o Teaches this Hat to others before moving off post to a different position.