HAL ROACH STUDIOS CONTRACT - TYPEWRITTEN

                October 8, 1937

THIS AGREEMENT, made and entered into this 8th day of October, 1937, by and between

HAL ROACH STUDIOS, INC., a corporation, as Party of the First Part, and, for the sake of convenience, sometimes hereinafter referred to as "STUDIOS",
    and
STAN LAUREL PRODUCTIONS, INC., as Party of the Second Part, and, for the sake of convenience, sometimes hereinafter referred to as "ARTIST COMPANY",

W I T N E S S E T H:
    THAT, in consideration of the sum of One ($1.00) Dollar, lawful money of the United States, by each of the parties hereto to the other paid, receipt whereof is hereby acknowledged, and, in consideration of the mutual terms, covenants and agreements herein contained, it is agreed by and between said parties, each with the other, as follows, to-wit:

FIRST: TERM OF EMPLOYMENT.
    Said "ARTIST COMPANY" hereby agrees that it will loan and procure the EXCLUSIVE services of Stan Laurel to STUDIOS, as an ACTOR and/or performer, writer and director, in photoplays, (as hereinafter defined), and "ARTIST COMPANY" agrees that such services will be rendered in the manner herein set forth, for a period of TWO (2) YEARS, commencing on the 8th day of October, 1937, and in accordance with and upon the terms and conditions hereinafter set forth. The said Stan Laurel shall hereinafter be referred to as "ARTIST".
    IT IS AGREED that during the term of this contract, said ARTIST will make "tests" and "stills", such as may be desired by STUDIOS, and will faithfully and to the best of his ability, perform such services as such ACTOR and/or PERFORMER, WRITER and DIRECTOR, as requested by STUDIOS.
    It is understood that the term "photoplay", as used in this agreement, shall be deemed to include, but not to be limited, to all character of motion picture productions and photoplays, produced and exhibited with sound and/or voice recording, reproducing, and all sound and/or devices which are now, or may hereafter be used in connection with the production and/or exhibition and/or transmission of any present or future kind of motion picture production.
    It is further understood and agreed that during said two (2) year period hereof the said ARTIST, in addition to rendering services to the First Party as an actor, shall also render services in assisting in the writing and direction in and about the production of the photoplays referred to hereinafter, and it is contemplated that during the period of said employment, the ARTIST will assist in writing, composing and preparing necessary stories and story material for such photoplays, and render services in connection with the direction.
    It is contemplated by and between the parties that in the production of such pictures the ARTIST shall have the approval of the story and the director engaged therefor, but it is understood that such approval of story and director shall not be capriciously withheld by the ARTIST. The matters subject to ARTIST'S approval, as above set forth, shall be settled and determined before the commencement of actual photographing of such photoplays.
    The services of the ARTIST until the full completion of the last of said photoplays contemplated herein shall be rendered as to the making of motion pictures wholly and exclusively, to and on behalf of the STUDIOS (with the exception of one outside picture, as herein provided for), and shall be rendered to the best ability of said ARTIST and to the fullest extent possible, to the end that the photoplays to be produced hereunder shall be of a nature and kind fully comparable with the excellent product heretofore made by the ARTIST, and be of the same high standing. Said ARTIST will well, diligently and zealously perform the services contemplated hereunder, and will do everything possible within his power that the production of each photoplay will be had expeditiously and in such a manner as to produce the same as economically and reasonably as possible.

SECOND: COMPENSATION.
    It is understood and agreed that there shall be paid "ARTIST COMPANY" as compensation for said services of "ARTIST" during said two (2) year period, during working time, the following:
    The sum of TWO THOUSAND FIVE HUNDRED ($2,500.00) DOLLARS per week.
    It is understood and agreed that in addition to said Two Thousand Five Hundred Dollars ($2,500.00) per week to be paid for said ARTIST, as above specified, the said "ARTIST COMPANY" shall receive for "ARTIST'S" assistance in the writing and direction of each of the photoplays hereinafter referred to, the sum of TWENTY FIVE THOUSAND DOLLARS ($25,000.00}. Said additional $25,000.00 per picture shall be paid in the following installments: FIVE THOUSAND DOLLARS ($5,000.00) when the "ARTIST" commences the story; FIVE THOUSAND DOLLARS ($5,000.00) when "shooting" starts on the picture; FIVE THOUSAND DOLLARS ($5,000.00} two (2) weeks thereafter; FIVE THOUSAND DOLLARS ($5,000.00) on completion of "shooting"; and FIVE THOUSAND DOLLARS ($5,000.00) on final preview.

THIRD: NUMBER OF PHOTOPLAYS TO BE PRODUCED.
    It is agreed by and between the parties hereto that during the period of two (2) years covered by this agreement, there will be a total of four (4) feature photoplays in which the services of the "ARTIST" will be rendered, as herein provided, and that the full completion of said four (4) feature photoplays shall constitute the completion of this contract, in so far as the services of "ARTIST" is concerned, although "ARTIST COMPANY" shall be entitled to receive the full guaranteed compensation herein provided for.

FOURTH: RIGHT OF STUDIOS TO AVAIL ITSELF OF "LAY-OFF" PERIODS.
    It is understood and agreed that during each year of the employment provided for hereunder there shall be included a minimum of FORTY (40) working weeks, "STUDIOS" being granted the right and privilege to "lay-off" the services of said "ARTIST" for a period of time totalling TWELVE (12) weeks in each year. It is agreed between the parties that no particular form of notice shall be necessary to be given by "STUDIOS" to avail itself of such "lay-off" period. It is also agreed that the respective times of forty (40) working weeks during each yearly period, are minimum periods of employment, and nothing herein contained shall abridge or limit the right of "STUDIOS" to use the services of said "ARTIST" for a greater number of weeks for each of said years. The time of the "lay-off" periods above provided for shall likewise be selected at the discretion of "STUDIOS", and shall be taken all at one time, or in installments (no "lay-off" to be less than one week), and any time or times. It is agreed that said "ARTIST COMPANY" shall not be entitled to any weekly payments of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00), as provided in Paragraph "Second" hereof, during the "lay-off" period.

FIFTH:
    It is understood and agreed that the said "ARTIST" during said two (2) year period shall have the right to make one picture for METRO-GOLDWYN-MAYER, and to devote such time to the making thereof as may be necessary, but not to exceed FIFTEEN (15) weeks.
    The "ARTIST" shall have the right to appear in radio program or programs sponsored by reputable national advertisers, and in personal appearances, spoken play, drama or other spoken production, upon the stage. or in any personal performance, lecture or entertainment, subject first to the approval of "STUDIOS", and upon the express condition that such appearances will not in any wise interfere with the rendition of the services contemplated to be rendered hereunder by "ARTIST" or affect their high standard of excellence and originality; and in any event, during the time that "ARTIST" is actually working for "STUDIOS" he will not take part in any program which in anywise requires his participation prior to six o'clock P.M. on any day other than Sunday. The STUDIOS will, if requested by Mr. Oliver N. Hardy, permit the participation of Mr. Hardy in such radio program or programs, which permission shall contain conditions similar to these herein set forth, but shall not extend for a period beyond the term of the rendition of services contemplated hereunder by the "ARTIST", and only during the full performance of Mr. Hardy's obligations to the "STUDIOS". The "ARTIST" shall cause any engagements for radio programs to be conditioned and subject to, and such engagements shall embody as a part thereof, the right and privilege of cancellation thereof upon not more than thirty (30) days notice at any one time. It is agreed that no withdrawal or refusal of consent or permission of "STUDIOS" theretofore given concerning the matters herein recited shall be effectual unless in writing to "ARTIST", and until thirty (30) days after the delivery thereof to "ARTIST".

SIXTH: TIME OF COMMENCEMENT OF SERVICES IN PHOTOPLAYS.
    With the commencement of the two (2) year period, as above provided, the "ARTIST" from time to time will at once, when requested by "STUDIOS", proceed with the preparation of material and story for the photoplays to be produced hereunder, and take part in the production and full completion thereof, and do such other things as may be reasonably necessary in and about the recordation and completion thereof for distribution, and will, and until the completion of his obligations hereunder, proceed as to each of the successive photoplays contemplated hereunder.

SEVENTH: NUMBER OF PHOTOPLAYS COVERED HEREBY.
    It is agreed by and between the parties hereto that during the said period of two (2) years, there will be produced, a total of four (4) feature photoplays in which the services of "ARTIST" will be so rendered, and that the completion of said four (4) feature photoplays shall constitute the completion of this contract, although the completion may take place prior to the expiration of two (2) years. In the event so completed before the two (2} year period, the full minimum weekly amounts herein agreed to shall nevertheless be paid. On the other hand, the photoplays contemplated hereunder shall be completed, although the completion thereof may extend beyond the period of two (2) years.

EIGHTH: DELAY CAUSED BY ARTIST.
    Notwithstanding any term or provision in this contract contained, it is understood that any delay in the completion of productions contemplated hereunder, which is caused or requested by the "ARTIST", shall extend the period contemplated hereunder, to permit the completion of the entire program, as it is understood between the parties that the "STUDIOS" will, from time to time, have certain obligations as to delivery and release of the productions which are contemplated under this contract.

NINTH: TITLE TO LITERARY MATERIAL.
    It is understood that title to all photoplays and all literary material written, composed and/or originated by the "ARTIST" in the photoplays hereunder, if used in said photoplays, shall be the sole and exclusive property of the "STUDIOS", together with the title of said work or works.
    The "ARTIST" and "ARTIST COMPANY" further shall execute, acknowledge and deliver and/or procure the due execution, acknowledgment and delivery to the "STUDIOS" of any and all further transfers, assignments and/or other instruments which, in the sole Judgment and discretion of the "STUDIOS", may be deemed necessary to carry out the provisions hereof.
    It is understood, however, that two (2) years after (but not before) the release of each photoplay completed hereunder, the "STUOIOS" will, at the request of "ARTIST", set over to "ARTIST" the use of any such material so written and originated by "ARTIST" and used in said photoplay; for all purposes other than for use in or connected with any photoplay or motion picture, but including use for the stage, drama, radio, personal appearances, etc.
    In the event any material furnished by "ARTIST" hereunder shall not be used or is used in a picture which is never completed, then the provision of this paragraph NINTH shall not apply, and such material so written, composed and/or originated by the "ARTIST" shall remain his property.

TENTH: RIGHT OF STUDIOS TO REPRODUCTION OF SOUND.
    It is particularly understood that the right is hereby granted to the "STUDIOS" to make and reproduce, and make and distribute a reproduction of the voice, singing and/or instrumental music made or produced by the "ARTIST" in said photoplays, and that such sound effects and/or voice and/or singing and/or instrumental music,produced or made by "ARTIST" shall fully inure to the "STUDIOS", or its assigns, to cover and include such separate production of sound or sounds, as herein provided, and the sound or sounds may be recorded and used for duplication and commercial records not synchronized with any photoplays, or the sale or exhibition of such photoplays. It is agreed that the provisions hereof do not apply to any reproduction of voice or instrumental music made or produced by "ARTIST" in connection with the outside picture referred to above, if made for any outside person or company.

ELEVENTH: SERVICES OF ARTIST ARE UNIQUE.
    It is distinctly understood and agreed between the parties hereto, that the services to be rendered by "ARTIST" under the terms hereof, and the rights and privileges granted to "STUDIOS" under the terms hereof, are of a special, unique, unusual extraordinary and intellectual character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and that a breach by the "ARTIST" or "ARTIST COMPANY" of the provisions contained in this agreement will cause the "STUDIOS" irreparable injury and damage; the "ARTIST COMPANY" and the "ARTIST" by his written agreement hereto attached, hereby expressly agree that "STUDIOS" shall be entitled to injunctive and other equitable relief to prevent a breach of this agreement by "ARTIST". This provision, however, shall not be construed as a waiver of any other rights that "STUDIOS" may have in the premises, for damages or otherwise.

TWELFTH: USE OF DIFFERENT VOICE FOR SOUND.
    It is expressly understood by and between the parties hereto, that the vocal part of the services or performance in any scene or scenes of any photoplay or photoplays, whether same shall consist of one or more versions, whether intended for distribution in any foreign country, or in any English speaking country, may, at the sole discretion of "STUDIOS" hereto, be produced and/or reproduced by any person or persons and/or means other than by "ARTIST".

THIRTEENTH: CONDUCT OF ARTIST.
    "ARTIST" agrees to conduct himself with due regard to public conventions and morals, and agrees that he will not do or commit any act or thing that will tend to degrade him in society, or bring him into public hatred, contempt, scorn or ridicule and/or that will tend to shock, insult or offend the community, or ridicule public morals or decency, or prejudice the producer, or the motion picture industry in general.

FOURTEENTH: TRANSPORTATION.
    Where the services of "ARTIST" are required to be performed out side of the City of Los Angeles, or its environs, "STUDIOS" shall transport "ARTIST" and his reasonable personal baggage in a first-class manner, and also pay all of his first-class necessary traveling expenses, including a reasonable charge for board and lodging.
    Nothing herein contained shall in any wise limit or restrict the place or places where the services contemplated hereunder are to be rendered by "ARTIST" to "STUDIOS", at its request or direction, except, however, that said "ARTIST" shall not be required to leave the North American continent or the possessions of the United States without his consent.

FIFTEENTH: AGREEMENT FOR COOPERATION.
    For the purpose of stating clearly the intent of the parties hereto, it is hereby stated and declared that "ARTIST COMPANY", "ARTIST" and "STUDIOS" will cooperate to the fullest and utmost extent with each other, to commence and permit the completion of all of the photoplays recited herein, as expeditiously as possible.

SIXTEENTH: CONTRACT COMPRISES ENTIRE AGREEMENT.
    It is expressly understood by and between the parties that this contract in all particulars contains their mutual obligations, consisting of employment of the "ARTIST" by the "STUDIOS" from "ARTIST COMPANY", and the rendition of such services, and the compensation therefor, pursuant to the terms hereof.

SEVENTEENTH: NOTICES.
    Any notices to be sent to the "ARTIST" hereunder shall be mailed to the said "ARTIST" at or to such other place as the "ARTIST" may from time to time designate in writing. Any notice to be sent to "ARTIST COMPANY" shall be sent to the same address as the notices to be sent to the "ARTIST". Any notice to be sent to the "STUDIOS" hereunder shall be mailed to the present address of said "STUDIOS", or to such other address as may be given in writing from time to time.

EIGHTEENTH: RIGHTS REGARDING RETAKES, etc.
    It is agreed that should retakes, either of action or sound, or both, added scenes, sound tracks, process shots, transparencies, trick shots, trailers, changes and/or foreign versions, be necessary after the expiration of the term hereof, or any prior termination, said ARTIST shall, at the request of STUDIOS, render services of the kind contemplated, in producing such retakes, added scenes and so forth, and there shall be paid to "ARTIST COMPANY" in full for such services, payment for such days as such services are required, at the rate of payment then in effect under this agreement, computed on a six (6) days per week basis, except and unless such time conflicts with the actual work of said "ARTIST" in other services, or he is prevented by bona fide illness, it being understood, however, that all such retakes, added scenes and so forth, shall be completed within four (4) weeks following the termination of this agreement. Even if said "ARTIST" is otherwise employed, he will reasonably cooperate with "STUDIOS", in compliance with the terms hereof.

NINETEENTH: EXCLUSIVE SERVICES.
    It is agreed that during the life of this agreement the "ARTIST" will devote his entire time and attention during working periods to the services of "STUDIOS" and will perform the services above specified and all services incidental to and associated therewith, and the publicity thereof, as directed by "STUDIOS". That he will conform to such reasonable rules and regulations as "STUDIOS" may from time to time prescribe for its conduct.
    It is agreed that "ARTIST" during the continuance of this agreement, at any time (and whether it be during any "lay-off" period, or at any other time that he is not actually working, or during work time} will not act or, appear in, write, direct, produce, be connected with, or assist in any manner in any motion picture photoplay or film.

TWENTIETH: STUDIOS SHALL HAVE EXCLUSIVE RIGHT OF REPRODUCTION, etc.
    Said "STUDIOS" shall have the sole and exclusive right, in connection With the photoplays contemplated to be made pursuant to the terms hereof, to photograph any and all of his acts, poses, plays and appearances of any and all kinds, and the right to record and reproduce his voice, instrumental and/or musical and/or sound effects of any and all kinds, during the term hereof, and to produce, or reproduce the same by any method, whether now known or not, and the said "STUDIOS u shall have the EXCLUSIVE and complete control, right, title and property, and the right of copyright in and to all the foregoing things, and any and all parts thereof, as well as in and to the name of the said "ARTIST", for any of such purposes, during the term, hereof, and perpetually in connection With all productions in which said "ARTIST" appears under the provisions hereof, as fully and completely, and to all intents and purposes as the said "ARTIST" could, or would have enjoyed the same in the absence of this agreement, and IT IB UNDERSTOOD AND AGREED that the said "ARTIST" will not transfer, or attempt to transfer any right, title or interest in and/or to any of the things above specified.
    It is particularly understood and agreed that the right is also hereby granted to "STUDIOS" (but only in connection with, or in exploitation or advertising of any photoplay in which said "ARTIST" appears), to make and reproduce, and make and distribute a reproduction of the voice, singing and/or instrumental music made or produced by "ARTIST", separate and apart from any photographic reproduction, and that such sound effects and/or voice and/or singing and/or instrumental music, produced or .made by said "ARTIST", and/or such other sound effects, maw be made Without photography, and for the production of such sound effects alone, whether by "STUDIOS", or by such other parties as "STUDIOS" may from time to time contract or agree with, and all of the rights herein contained, shall inure to "STUDIOS", and such other parties, to cover and include such separate production of sound or sounds as used, herein provided for.

TWENTY-FIRST: FORCE MAJEURE.
    In the event that at any time during the term hereof the "STUDIOS" shall be materially hampered, interrupted, or interfered with in the preparation, production or completion of photoplays, by reason of any fire, casualty, strike, labor condition, unavoidable accident, act of God, riot, war, or by the enactment of any municipal, state or federal ordinance or law, or by the issuance of any executive or judicial order or decree, whether municipal, state or federal, or by any other legally constituted authority, or by any other cause of the same, or any similar kind or character, or if by reason of the illness or incapacity of any principal member of the cast (other than the "ARTIST") or of the director of any photoplay in which the "ARTIST" is rendering, or is scheduled to render services, the production of such photoplay is suspended, interrupted or postponed, or if for any reason whatsoever, the majority of the motion picture theaters in the United States shall be closed for a week, or any period in excess of a week, then and in any of said events, the obligations of each of the parties hereunto, at the option of "STUDIOS", may be suspended; and likewise, during the period of such event or events, and the term of this agreement, at the option of "STUDIOS", may be continued and extended upon the same terms and conditions as shall then be operative hereunder, for a period equivalent to the period of such suspension. If such suspension shall continue for a period, or aggregate of periods, in excess of eight (8) weeks, during the term hereof, then, and in that event, either the "ARTIST", or the "STUDIOS", in his or its option, may elect to terminate the "ARTIST'S" employment hereunder; provided, however, that should the "ARTIST" elect to terminate his employment, he shall serve notice of such desire upon "STUDIOS", and if "STUDIOS" shall not resume the payment of the weekly compensation provided herein commencing as of not later than ONE (1) WEEK after the receipt of such notice from the "ARTIST", then and in that event the employment of the "ARTIST" hereunder shall be terminated. If "STUDIOS" shall resume the payment of such compensation, commencing as of not later than one (1) week after the receipt of such notice, then and in that event, the employment of the "ARTIST" hereunder shall not terminate, but shall continue in full force and effect.

TWENTY-SECOND: SCREEN ACTORS GUILD MEMBER.
    The "ARTIST" warrants and represents to the said "STUDIOS" and agrees that he is and shall be, a member in good standing of the SCREEN ACTORS GUILD, INC., and will remain so for the duration of this contract.

TWENTY-THIRD: LIABILITY.
    It is understood and agreed that "STUDIOS" shall have no liability to "ARTIST" except the payment of the salaries and amounts herein specified in the event it does not produce, does not complete the production of, or does not release any or all of the photoplays referred to herein.

TWENTY-FOURTH: RIGHTS IN EVENT OF PHYSICAL DISABILITY OF ARTIST.
    In the event that by reason of mental or physical disability, or otherwise, "ARTIST" shall be incapacitated from fully performing the terms, or complying with each and all of his obligations hereunder, or in the event he suffers any facial or physical disfigurement materially detracting from his appearance on the screen, or interfering with his ability to perform properly the required services hereunder, then and thereupon, this agreement shall be suspended, both as to services and compensation, during the period of disability or incapacity, and the terms of this agreement, and all of its provisions herein contained! shall be extended, at the option of "STUDIOS" for a period equivalent to the period of such suspension. In the event of the continuance of such disability or incapacity for a period in excess of eight (8) weeks, consecutively, then "STUDIOS" at its option may terminate and cancel this contract of employment.

TWENTY-FIFTH: PUBLICITY.
    It is agreed that "STUDIOS", in connection with said "ARTIST" shall have the privileges of publicity and advertising, and all rights incident thereto, in connection with the production in which the services of the "ARTIST" are rendered during said two (2) year period, and "STUDIOS" agree to give "ARTIST" credit on the screen and in all advertising and paid publicity within control of "STUDIOS" of the character of what is commonly called "STAR" or "CO-STAR" billing.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first hereinabove written.

HAL ROACH STUDIOS, INC.
By HAL E. ROACH, Pres.
By MAT D. O'BRIEN, Secty-Treas.

    STAN LAUREL PRODUCTIONS, INC.
                President
    By ERNEST H. MURPHY, Secy & Treas.

I, the undersigned, STAN LAUREL, do hereby represent, agree and certify that I am employed by the "STAN LAUREL PRODUCTIONS,INC." and that my arrangements and agreements with said corporation are of such a character that they require that I fully do and perform all of the things required of me as the "ARTIST" in the foregoing agreement. I further understand that said contract would not be made by "STUDIOS" except and unless and in reliance upon the provisions of this agreement hereby personally made by me, and I make the same in consideration thereof. It is my desire that said agreement be made, and the making thereof is an advantage to me. I therefore do hereby agree in favor of said HAL ROACH STUDIOS,INC. that I will perform each and every act provided in said agreement by me to be performed, and that I will be bound by each and every term and provision of said agreement. I agree that if the said HAL ROACH STUDIOS,INC. performs said agreement on its part, that notwithstanding any defaults that may occur in connection with my contracts or relationships between me and said "ARTIST COMPANY", STAN LAUREL PRODUCTIONS,INC., that I shall faithfully and fully be bound by and perform the terms of the foregoing agreement and that all of the remedies therein specified shall accrue and remain in favor of the "STUDIOS" in the event of my default in any respect thereunder. Without limiting any of the foregoing language, it is particularly my intention by signing this instrument that I intend to be bound by said agreement and the performance thereof in all respects, and to the same extent as if I personally were entering into the same with said "STUDIOS".
    I guarantee the full performance thereof by myself and notwithstanding any defaults, amendments, changes, cancellation of agreement, or otherwise that may hereafter occur between myself and STAN LAUREL PRODUCTIONS, INC., or any other person or company whatsoever.

IN WITNESS WHEREOF I have executed this instrument this 8th day of October, 1937.

    APPROVED AND RATIFIED:
    STAN LAUREL PRODUCTIONS, INC.
                President
    By ERNEST H. MURPHY, Secy & Treas.

APPROVED AND RATIFIED and it being understood that the agreement between the STUDIOS and ARTIST COMPANY is made in reliance upon the foregoing agreement signed above by STAN LAUREL, personally.

HAL ROACH STUDIOS, INC.
By HAL E. ROACH
By MAT D. O'BRIEN, Secty-Treas.

HAL ROACH STUDIOS LETTERHEAD - Culver City, CA - TYPEWRITTEN

                October 8, 1937.

Mr. Stan Laurel
Hal Roach Studios, Inc.
Culver City, California.

Dear Mr. Laurel:
    In addition to the terms of the contract with STAN LAUREL PRODUCTIONS, INC., and Stan Laurel, Artist, I agree to play Stan Laurel the sum of Five Thousand ($5,000.00) Dollars as a bonus on his completion of each of the said four photo plays to be produced by the HAL ROACH STUDIOS, INC.

Very truly yours,
HAL ROACH STUDIOS, INC.
By HAL E. ROACH

                ACCEPTED AND AGREED TO:
                October 8th, 1937