UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                Form S-8


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        United Film Partners, Inc.
-----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


                                  Texas
-----------------------------------------------------------------------
     (State or other jurisdiction of incorporation or organization)

                               76-0676164
-----------------------------------------------------------------------
                  (I.R.S. Employer Identification No.)


            1224 N. Lincoln St., Burbank, CA           91506
------------------------------------------------------------------------
        (Address of Principal Executive Offices)     (Zip Code)


                       2001 STOCK INCENTIVE PLAN
------------------------------------------------------------------------
                       (Full title of the plan)


                     Stephen Stotesbery -Secretary;
                  1224 N. Lincoln St. Burbank, Ca 91506
-----------------------------------------------------------------------
                  (Name and address of agent for service)


                             1-949-271-9198
-----------------------------------------------------------------------
         (Telephone number, including area code, of agent for Service)



CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
<C>                   <C>                         <C>                <C>                  <C>
Title of Securities   Amount to be Registered(1)  Proposed Maximum   Proposed Maximum     Registration
to be Registered                                  Offering Price(2)  Aggregate Price      Fee
                                                                     per Share(2)
Common Stock          1,187,500 $0.0001 par value $29,212.50         $0.0246 per share    $7.30
</TABLE>

(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the 2001 Stock Incentive
Plan, by reason of any stock dividend, stock split, recapitaization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Common Stock of United Film Partners, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h)(1)
of the Securities Act of 1933, as amended, on the basis of the book value
of such securities computed as of the latest practicable date prior to the
date of filing the registration statement.

EXPLANATORY NOTE
The Prospectus filed as part of this Registration Statement  has been
prepared in accordance with  the requirements of Form S-3 and may be
used for reofferings and resales of registered shares of common stock
which have been issued upon the grants of common stock to employees,
non- employee directors and consultants of United Film Partners, Inc.


                              PROSPECTUS

                        UNITED FILM PARTNERS, INC.
                  1224 N. Lincoln St., Burbank, CA 91506

                     1,187,500 SHARES OF COMMON STOCK

                          issued pursuant to the

                         UNITED FILM PARTNERS, INC.

                        2001 STOCK INCENTIVE PLAN



This prospectus relates to the sale of up to 1,187,500 shares of common
stock of United Film Partners,Inc. offered by certain holders of United
Film Partners, Inc. securities. The Company is registering hereunder and
then issuing upon receipt of adequate consideration therefore to its
employees, officers, directors or consultants shares of the Common Stock
in consideration for services rendered or to be rendered and payments
made under the 2001 STOCK INCENTIVE PLAN.

The shares may be offered by the selling stockholders from time to time
in regular brokerage transactions, in transactions directly with market
makers or in certain privately negotiated transactions. For additional
information on the methods of sale, you should refer to the section
entitled "Plan of Distribution." We will not receive any of the proceeds
from the sale of the shares by the selling stockholders.

Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.

As of October 1st , 2001, the common stock and our redeemable common stock
purchase warrants currently have no market.

The securities offered hereby are speculative and involve a high degree
of risk and substantial dilution. Only investors who can bear the risk
of loss of their entire investment should invest. See "Risk Factors"
beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.


               The date of this prospectus is November 29, 2001.


TABLE OF CONTENTS



                                                                Page
 Company                                                        4
 Risk Factors                                                   5
 Material Changes                                               7
 Incorporation of Certain Documents by Reference                7
 Available Information                                          8
  Use of Proceeds                                               8
 Certain Market Information                                     8
 Dividend Policy                                                9
 Issuance of Common Stock to Selling Stockholders               9
 Selling Stockholders                                           9
 Plan of Distribution                                           10
 Legal Matters                                                  11
 Experts                                                        11





COMPANY

The Company's current plan is to concentrate its business development
efforts on opportunities available in the film production business,
including made for TV series and feature films. The development of two
motion picture projects and 1 cable t.v. series  will receive the bulk
of the company's management time and financial resources, if and when the
financial resources become available.

The Company is in the process of establishing itself as packager of filmed
entertainment products. The Company intends to cover an untapped market
based upon the knowledge that the sums of money currently spent by the
major studios far exceed the actual costs required to develop and package
motion pictures and TV shows.  Due to existing overhead and volume, a major
studio may spend as much as two million  dollars ($2,000,000.00) and two
years time developing a concept to the point of beginning production on
that particular project. The Company is positioned to exploit that market
as the foundation of the company's future.

The Company's major marketing strategy is based on selling "within
budget" fully "Packaged" productions to the marketplace at highly
competitive prices. This includes video and cable distribution outlets
in addition both the domestic and foreign markets.  The growing
availability for viewers in countries outside the USA to receive USA
cable network productions from HBO, Show Time and others, has increased
demand for the type of programming that The Company is planning to
"Package".

The Company will establish sales outlets, through strategic alliances,
through out its market place.  A strong company representative network,
coupled with well-chosen, competently packaged projects will provide a
basis for success. Under its marketing plan the company is also
developing relationships with writers and independent producers to
assure  that the Company has a constant flow of projects under review.
Included in this stream of projects are feature length films, made for
TV films "MOW's", mini series for TV, TV feature series, Cable T.V.
Series. While each has a different market place, they all, as in any
business, want the most for the least cost.  The company has as one of I
ts missions, the cost efficient packaging of its projects.  Cost e
fficiency will become a hallmark of UFP and will be the source of the
company's internal growth.

To date The Company's current business activities have consisted primarily
of developing a business plan, assembling a management team, and pursuing
packaging opportunities and financing.

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not
the only ones facing United Film Partners. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. The actual
occurrence of the following risks could adversely affect our business.
In such case, the trading price of our common stock could decline,
and you may lose all or part of your investment.

This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking statements as a result
of certain factors, including the risks described below and elsewhere
in this prospectus.

Limited Operating History.
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based.
Its prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage
of development, particularly companies in new and rapidly evolving markets.
To address these risks, it must, among other things,  respond to competitive
developments. There can be no assurance that the Company will be successful
in addressing such risks.

We expect to incur future losses. We expect to sustained operating losses
of ($2186.00) in the quarter ended September 31, 2001, ($252,424.00) in
the year ended December 31, 2001 and ($411,950.00) in the year ended
December 31, 2002. We don't expect to incur significant additional
operating losses beyond those previously disclosed, however,  as we
continue to develop, package and market our projects additional future
losses are possible.

If we are unable to obtain financing, we will be unable to operate
efficiently. Our development and packaging requires substantial amounts
of capital.

The loss of the services of any of the following individuals, or of other
key personnel, could adversely affect our business. We are dependent on
the efforts and abilities of Kevin Reem, Stephen Stotesbery and
Terence M. O'Keffe, our founders and principal executive officers, and
Michael Mendieta, CFO of United Film Partner, Inc. We have entered into
consultant agreements, effective as of July 9th, 2001, with such I
ndividuals. None of such consultant agreements contains non-competition
provisions.

The loss of the services of any of the above individuals, or of other
key personnel, could adversely affect our business. We have no
"key-man" life insurance coverage for any of our principal
executives and won't for the forseeable future..

Each of the industries in which we compete is highly competitive and
most of the companies with which we compete have greater financial and
other resources than us. With respect to our packaging activities, we
compete on the basis of relationships and pricing for access to a limited
supply of facilities and talented creative.

NASD's OTC Electronic Bulletin Board.
United Film Partners, Inc. securities are subject to the regulations
applicable to penny stocks and as a result the market liquidity for its
securities is severely affected, limiting the ability of broker dealers
to sell the securities and the ability of purchasers of the securities
offeredhereby to sell their securities in the secondary market.

This prospectus contains forward looking statements and their associated
risks. This prospectus contains certain forward-looking statements,
including among others:

(1) anticipated trends in our financial condition and results of
operations; and

(2) our business strategy for developing and packaging our projects.

These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking
statements. In addition to the other risks described elsewhere in this
"Risk Factors" discussion, important factors to consider in evaluating
such forward-looking statements include:

(1)changes in external competitive market factors or in United Film
Partners. Inc. internal budgeting process which might impact trends
in our results of operations;

(2) unanticipated working capital or other cash requirements;

(3) changes in our business strategy or an inability to execute our
strategy due to unanticipated change in the industries in which we
operate; and

(4) various competitive factors that may prevent us from competing
successfully in the marketplace.

In light of these risks and uncertainties, many of which are described
in greater detail elsewhere in this "Risk Factors" discussion, we cannot
be certain that the events predicted in forward-looking statements
contained in this prospectus will in fact occur.

MATERIAL CHANGES

October 1st, 2001, United Film Partners issued 1.14955 million shares of
common stock pursuant to its 2001 Stock Incentive Plan, to its officers,

directors and key consultants of United Film Partners as a group.
The following table sets forth the options and common stock issued to
certain of United Film Partners directors, officers and key consultants.

<TABLE>
<S>                        <C>                 <C>                         <C>
Name                       Position/Service    Shares of Common Stock      Date of Grant

Kevin Reem                 President/ CEO      100,000                     July 10th, 2001
Stephen Stotesbery         Secretary           100,000                     July 10th, 2001
Terence M. O'Keefe         Treasurer           100,000                     July 10th, 2001
Michael Mendieta           CFO                 100,000                     July 10th, 2001

Henry Jan                  Business Strategy   250,000                     July 10th, 2001
Carole Pinell              Business Strategy   87,500                      October 1st, 2001
Michael Abbott             Business Strategy   50,000                      October 1st, 2001
Jack Y. Su                 Web Design          50,000                      October 1st, 2001

Business Strategists       Legal and           350,000                     October 1st,2001
as a group                 Bus. Strategy


</TABLE>

The issuance of 1,187,500 shares under this registration statement will
result in a .032% dilution to existing shareholders.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" certain of our publicly-filed documents into
this prospectus, which means that information is considered part of this
prospectus. Information that we file with the Commission subsequent to
the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the documents listed below and
any future filings made with the Commission under all documents
subsequentlyfiled by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the selling stockholders have
sold all the shares.

The following documents filed with the Commission are incorporated herein
by reference:

1. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended June 30th, 2001, as filed with the Commission on August 14, 2001,
which is hereby incorporated by reference, and

2. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended September 30th, 2001, as filed with the Commission on November 19th,
2001, which is hereby incorporated by reference, and

3. United Film Partners 8k report as filed with the Commission on July
24th, 2001, which is incorporated by reference, and

4. United Film Partners 8k/A report as filed with the Commission on
November 13th, 2001, which is incorporated by reference.


The Company will provide without charge to each person to whom a copy of
this prospectus has been delivered, on written or oral request a copy of
any or all of the documents incorporated by reference in this prospectus,
other than exhibits to such documents. Written or oral requests for such
copies should be directed to Stephen Stotesbery-Secretary, United Film
Partners, Inc., 1224 N. Lincoln St. Burbank, Ca 91506 Tel: 949-271-9198.

ADDITIONAL INFORMATION AVAILABLE TO YOU

This prospectus is part of a Registration Statement on Form S-8 that we
filed with the Commission. Certain information in the Registration
Statement has been omitted from this prospectus in accordance with the
rules of the Commission. We file the annual, quarterly and special reports,
proxy statements and other information with the Commission. You can
inspect and copy the Registration Statement as well as reports, proxy
statements and other information we have filed with the Commission at
the public reference room maintained by the Commission at 450 Fifth
Street, NW, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Seven World Trade Center, New York,
New York 10048, and Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. You can obtain copies from the public reference
room of the Commission at 450 Fifth Street, NW, Washington, D.C. 20549,
upon payment of certain fees. You can call the Commission at 1-800-732-0330
for further information about the public reference room. We are also
required to file electronic versions of these documents with the Commission,
which may be accessed through the Commission's World Wide Web site at
http://www.sec.gov.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares
offered hereunder by the selling stockholders. The offering is made to
fulfill our contractual obligations to the selling stockholders to
register the common stock held by or which are issuable to the selling
stockholders.


------------------------------------------------------------------------

CERTAIN MARKET INFORMATION

United Film Partners', Inc. common stock Currently has no market.

DIVIDEND POLICY

We intend to retain future earnings, if any, that may be generated from
our operations to finance the operations and expansion of United Film
Partners. We do not plan to pay dividends to holders of the common stock
for the reasonably foreseeable future. Any decision as to the future
payment of dividends will depend on the results of our operations and
financial position and such other factors as our Board of Directors, in
its discretion, deems relevant.


ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS

The shares covered by this prospectus include:

Up to 1,187,500 shares of common stock that have been issued or are
issuable, to employees, non-employee directors and consultants of United
Film Partners, Inc..

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the common stock as of October 1st 2001, by each of the
selling stockholders, of shares of common stock granted to each of them
pursuant to the 2001 Stock Incentive Plan. Unless otherwise indicated below,
to the knowledge of United Film Partners, Inc., all persons listed below
have sole voting and investment power with respect to the shares of common
stock, except to the extent authority is shared by spouses under applicable
law.

The information included below is based upon information provided by the
selling stockholders. Because the selling stockholders may offer all, some
or none of their shares, no definitive estimate as to the number of shares
that will be held by the selling stockholders after the offering can be
provided and the following table has been prepared on the assumption that
all shares offered under this prospectus will be sold.

<TABLE>

                    Common Stock Beneficially Owned on   Shares That         Common Stock to be
                    October 1st, 2001 (1)                May be Offered      Beneficially Owned
                                                         Hereunder           if All Shares Offered
                                                                             Hereunder Are Sold
<S>                 <C>                 <C>              <C>                 <C>             <C>
Name                Shares              Percent(2)       Shares              Shares          Percent

Kevin Rem           10,100,000          28.33%           100,000             10,000,000     27.04%
Stephen Stotesbery  10,100,000          28.33%           100,000             10,000,000     27.04%
Terence M. Okeefe   10,100,000          28.33%           100,000             10,000,000     27.04%
Michael Mendieta    100,000               n/a            100,000             0

Carol Pinell        87,000                n/a            87,500              0
Henry  Jan          250,000               n/a            250,000             0
Michael Abbott      50,000                n/a            50,000              0
Jack Y. Su          50,000                n/a            50,000              0

Business Strategists 350,000              n/a            350,000             0
as a group
</TABLE>



(1) The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rule, beneficial ownership includes any
shares as to which the selling stockholder has sole or shared voting
power or investment power and also any shares which the selling
stockholder has the right to acquire within 60 days of October 1st, 2001.

(2) The percentage interest of each selling stockholder is based on the
number of shares of common stock beneficially owned by such stockholder
divided by the sum of the outstanding shares of common stock as of July
10th, 2001. As of  October 1st, 2001, United Film Partners will have
36,287,500 shares outstanding.

(3) The shares hereunder do not include shares which we anticipate to be
sold under a separate registration statement and prospectus.

PLAN OF DISTRIBUTION

Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on the Nasd OTCBB Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter
sell the shares from time to time in transactions (which may include
block transactions) on the Nasd OTCBB Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise. In e
ffecting sales, broker-dealers engaged by a selling stockholder may
arrange for other broker-dealers to participate. Such broker-dealers,
if any, may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders and/or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom
they may sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on the resale of the shares
purchased by them may be deemed to be underwriting commission or discounts
under the Securities Act of 1933.

We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling
Stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.



LEGAL MATTERS

N/A



EXPERTS

N/A

No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by United Film Partners,
Inc.. This prospectus does not constitute an offer to buy any security
other than the securities offered by this prospectus, or an offer to sell
or a solicitation of an offer to buy any securities by any person in any
jurisdiction where such offer or solicitation is not authorized or is
unlawful. Neither delivery of this prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of United Film Partners, Inc. since the date hereof.

---------------------------------------------------------------------------

                          UNITED FILM PARTNERS, INC.

                       1,187,500 SHARES OF COMMON STOCK


                                PROSPECTUS

                             November 29, 2001


PART I

Item 1. Plan Information.

The documents containing the information specified in Item 1  will be
sent or given to participants in the Registrant's 2001 Stock Incentive
Plan as specified  by Rule 428(b)(1) of the Securities Act of 1933,  as
amended (the "Securities Act"). Such documents are not required to be
and are not  filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration  Statement or as
prospectuses or prospectus supplements pursuant to  Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

Item 2. Registrant Information and the 2001 Stock Incentive Plan Annual
Information.

Upon written  or oral request,  any of the documents  incorporated by
reference  in Item 3  of Part II of  this Registration Statement (which
documents are  incorporated by reference in this Section 10(a) Prospectus),
other documents required to be delivered to eligible employees,
non-employee directors and consultants, pursuant to Rule  428(b) or
additional information about the 2001 Stock Incentive Plan are available
without charge by contacting:

United Film Partners, Inc.
1244 N. Lincoln St. Burbank, Ca 91506
Attn: Stephen Stotesbery
Secretary


PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby  incorporates by reference into this  Registration
Statement the documents listed  below. In addition, all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"),  prior to the
filing of  a post-effective amendment which  indicates that all securities
offered have been sold or which  deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents:

1. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended June 30th, 2001, as filed with the Commission on August 14 2001,
which is hereby incorporated by reference, and

2. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended September 30th, 2001, as filed with the Commission on November 19th,
2001, which is hereby incorporated by reference, and

3.United Film Partners 8k report as filed with the Commission on July 24th,
2001, which is incorporated by reference, and

4.United Film Partners 8k/A report as filed with the Commission on
November 13th, 2001, which is incorporated by reference.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

The Bylaws of the Registrant provide for indemnification to the
fullest extent allowed under the Texas Business Corporations Act.
Generally, under this Act, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than action
by or any right of the corporation, by reason of the fact that
such person was a director, officer, employee or agent of the
corporation, against expenses, including reasonable attorney's
fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the
indemnified person shall have had no reason to believe the conduct
committed was unlawful. It is the position of the Securities and
Exchange Commission that indemnification against liabilities for
violations of the federal securities laws, rules and regulations
is against public policy.


Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.


 Exhibit Number Exhibit

 4.1                  2001 Stock Incentive Plan
 4.2                  2001  Stock Incentive Plan - Stock Grant Agreement.
 5.0                  Opinion of William Stocker Re Legality of the
                      Securities Registered*
 23.1                 Consent of William Stocker,
                      Special Counsel to the Registrant, filed as part
                      of Exhibit 5 hereof*
 24.1                 Power of Attorney


*Filed herewith


Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment  to this Registration Statement:

To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a  new Registration Statement relating  to the securities
offered  therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant  to Section 13(a) or Section
15(d)  of the Securities Exchange Act of 1934 that is incorporated  by
reference in  the Registration  Statement shall  be deemed to be a new
Registration Statement relating to the securities offered herein, and
the offering  of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar  as indemnification for  liabilities arising under the
Securities Act of 1933 may be permitted  to directors, officers and
controlling  persons of the registrant pursuant  to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the  Act and is, therefore,
unenforceable. In  the  event that  a claim  for  indemnification against
such liabilities (other than the
payment by the registrant of  expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful
defense of  any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the  matter has been settled by  controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will  be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in City of Burbank, State of
California, on this Thursday, November 29, 2001.

UNITED FILM PARTNERS, INC.


/s/ Kevin Reem
President, Chief Executive Officer
Kevin Reem


/s/ Stephen Stotesbery
Stephen Stotesbery
Secretary and Attorney in fact.




EXHIBIT 4.1

UNITED FILM PARTNERS, INC.

ARTICLE 1.

PURPOSE AND ADOPTION OF THE PLAN

1.1. Purpose. The purpose of the United Film Partners, Inc. 2001 Stock
Incentive Plan (hereinafter referred to as the "Plan") is to assist in
attracting and  retaining highly competent key employees, non-employee
directors and consultants and to act  as an incentive in motivating key
employees, non-employee directors, legal counsel  and consultants of
United Film Partners, Inc.. and its Subsidiaries (as defined below) to
achieve long-term corporate objectives.

1.2. Adoption and  Term. The Plan has been  approved by the Board of
Directors (hereinafter referred to as  the "Board") of United Film
Partners, Inc. (hereinafter referred to  as the "Company"), to  be
effective as of  July 10th, 2001 (the "Effective Date"). The Plan  is
intended to be a broad based plan which all employees  of the Company are
eligible for, and grants to be made to management personnel and members
of the board of directors shall not exceed 50% of the total number of
shares issuable under the Plan. Therefore the Plan does not require
shareholder approval pursuant to applicable rules and regulations of the
Nasdaq Stock Market. The Plan shall remain in effect until terminated by
action of the Board.

ARTICLE II.

DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following
meanings:

2. 1. Award means any grant  to a Participant of one or more of a
combination of  Restricted Shares described in Article VII and Performance
Awards described in Article VIII.

2.2. Award Agreement means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant
specifically setting forth the terms and conditions of an Award granted
under the Plan.

2.3. Award  Period means,  with respect  to an  Award, the  period of time
set forth  in the  Award Agreement  during which specified target
performance goals must be achieved or other conditions set forth in the
Award Agreement must be satisfied.

2.4. Beneficiary means an individual,  trust or estate who or which, by
a written  designation of the Participant filed with the Company or by
operation of law, succeeds to the rights  and obligations of the
Participant under the  Plan and an Award Agreement upon the Participant's
death.

2.5. Board means the Board of Directors of the Company.

2.6. Change in Control means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

(a) The acquisition in one  or more transactions by any individual,
entity or group  (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) (a "Person") of  beneficial ownership (within the
meaning of  Rule l3d-3 promulgated under the Exchange Act)  of shares
or other  securities (as defined in Section  3(a)(10) of the Exchange Act)
representing 30% or more of either (i) the  Outstanding Common Stock or
(ii) the Company Voting Securities;  provided, however, that a Change in
Control as defined  in this clause (a) shall  not be deemed to occur  in
connection with any acquisition by  the Company, an
employee benefit plan of  the Company or any Person who  immediately prior
to the Effective Date is  a holder of Outstanding Common Stock  or
Company Voting  Securities (a "Current  Stockholder") so long  as such
acquisition  does not result  in any Person  other than  the Company,
such employee  benefit  plan or  such Current  Stockholder beneficially
owning shares  or securities representing 30% or more of either the
Outstanding Common Stock or Company Voting Securities; or

(b) Any election has occurred of persons as directors of  the Company that
causes two-thirds or more of the Board to consist of persons other than (i)
persons who, were members of the Board on the Effective Date  and (ii)
persons who were nominated by the Board for election as  members of the
Board at a time when at least two-thirds  of the Board consisted of
persons who were members of the Board on the Effective Date; provided,
however, that any person nominated for election by the Board when at
least two-thirds of  the members  of the  Board are  persons described in
subclause (i)  or (ii)  and persons  who were
themselves previously nominated in accordance with this clause (b) shall,
for this purpose, be deemed to have been nominated by a Board composed
of persons described in subclause (ii); or

(c)  Approval by  the stockholders  of the  Company of  a
reorganization, merger, consolidation  or similar  transaction
(a "Reorganization Transaction"),  in each case, unless, immediately
following such Reorganization Transaction,  more than 50% of,
respectively, the outstanding shares of common  stock (or similar
equity  security) of the corporation  or other entity resulting  from
or  surviving such Reorganization Transaction and the combined  voting
power  of the securities of  such corporation or other entity entitled
to vote generally in the election of directors, is then beneficially
owned, directly or indirectly, by the  individuals and entities who
were the respective beneficial owners of the  Outstanding Common Stock
and the Company Voting Securities immediately prior to  such
Reorganization Transaction in substantially the same proportions as
their ownership of the  Outstanding Common Stock  and Company
Voting Securities immediately  prior to  such Reorganization
Transaction; or

(d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company to
a corporation or other entity, unless, with respect  to such  corporation
or  other entity,  immediately following  such sale  or other
disposition more  than  50% of, respectively, the outstanding  shares
of common stock (or similar  equity security) of such corporation  or
other entity and the combined voting power of  the securities of such
corporation or other entity entitled  to vote generally in the election
of directors, is  then beneficially owned, directly or indirectly,
by the individuals and entities  who were the respective beneficial
owners  of the  Outstanding Common  Stock and the  Company Voting
Securities immediately prior  to such  sale or disposition in
substantially the same  proportions as their  ownership of the
Outstanding  Common Stock and  Company Voting Securities immediately
prior to such sale or disposition.

2.7 Code means the Internal  Revenue Code of 1986, as amended. References
to a section of  the Code include that section and any comparable section
or sections of any future legislation that amends, supplements or
supersedes said section.

2.8 Committee means the committee established in accordance with Section
3.1.

2. 9. Company means United Film Partners, Inc., a Texas corporation,
and its successors.

2.10 Common Stock means Common Stock of the Company, par value $0.0001
per share.

2.11. Company  Voting Securities means the combined  voting power of all
outstanding securities of the  Company entitled to, vote generally in
the election of directors of the Company.

2.12. Date of Grant means the  date designated by the Committee as the
date as of which  it grants an Award, which shall not be earlier than the
 date on which the Committee approves the granting of such Award.

2.13. Effective Date shall have the meaning given to such term in Section
1.2.

2.14. Exchange Act means the Securities Exchange Act of 1934, as amended.

2.15. Merger means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

2.16. Non-Employee Director  means a member of the  Board who (i) is not
currently an officer or otherwise  employed by the Company or  a parent
or  a subsidiary of  the Company, (ii)  does not receive compensation
directly or indirectly  from the Company or a parent or a subsidiary of
the Company for  services rendered as a consultant or in any capacity
other than as a director, except for an amount  for which disclosure
would not be required pursuant to  Item 404(a) of Regulation S-K, (iii)
does not  possess an interest in  any other transaction for  which
disclosure would be  required pursuant to  Item 404(a) of
Regulation S-K, and (iv) is  not engaged in a business relationship
for which disclosure  would be required pursuant to Item 35*.0025404(b)
of Regulation S-K.

2.17. Outstanding Common Stock means, at any time, the issued and
outstanding shares of Common Stock.

2.18. Participant means a person designated to receive an Award under
the Plan in accordance with Section 5. 1.

2.19. Performance Awards means Awards granted in accordance with Article
VIII.

2.20. Plan means the United film Partners, Inc. 2001, Stock Incentive
Plan as described  herein, as the same may be amended from time to time.

2.21 Restricted Shares  means Common Stock subject to  restrictions
imposed in connection with Awards  granted under Article VII.

2.22.  Retirement means  early or  normal retirement  under a  pension
plan  or arrangement  of the  Company or  one  of its Subsidiaries in
which the Participant participates.

2.23. Subsidiary means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.

2.24.  Termination of Employment  means the  voluntary or  involuntary
termination  of a  Participant's employment  with the Company or a
Subsidiary for  any reason, including death, disability, retirement
or as the  result of the divestiture of the Participant's employer or
any similar transaction in which the Participant's employer ceases to
be the Company or one of its Subsidiaries. Whether entering military or
other government service shall constitute Termination of Employment, or
whether a Termination of Employment shall  occur as a result of
disability,  shall be determined in each case by  the Committee in its
sole  discretion. In  the case  of a  consultant who  is not  an
employee  of the  Company or  a Subsidiary,  Termination of Employment
shall mean voluntary or  involuntary termination of the consulting
relationship for any reason.  In the case of a Non-Employee Director,
Termination  of Employment shall mean voluntary or involuntary
termination, non-election, removal or other act which results in such
Non-Employee Director no longer serving in such capacity.


ARTICLE III.


ADMINISTRATION


3.1. Committee.  The Plan shall  be administered by  a committee of  the
Board (the "Committee")  comprised of at  least one person.  The Committee
shall have  exclusive and  final authority  in each  determination,
interpretation  or  other action affecting the Plan and its Participants.
The Committee shall have the sole discretionary authority to interpret
the Plan, to establish  and modify  administrative rules  for  the Plan,
to impose  such  conditions and  restrictions on  Awards as  it
determines appropriate,  and to take  such steps in  connection with the
Plan and Awards granted  hereunder as it  may deem necessary  or
advisable.  The Committee  may, subject  to compliance  with applicable
legal requirements,  with  respect to Participants who are not subject
to Section 16(b) of the Exchange Act, delegate such of  its powers and
authority under the Plan as it deems appropriate to designated officers
or employees  of the Company. In addition, the Board may exercise any of
the authority  conferred upon  the Committee hereunder.  In the  event of
any  such delegation of  authority or  exercise of authority by the
Board, references in the Plan to the Committee shall be deemed to refer
to the delegate of the Committee or the Board, as the case may be.


ARTICLE IV.


SHARES

4.1. Number  of Shares  Issuable. The  total number of  shares initially
authorized to  be issued under  the Plan  shall be 1,187,500 shares of
Common Stock. The number of shares  available for issuance under the Plan
shall be subject to adjustment in accordance with Section  9.7. The shares
to be offered  under the Plan shall be authorized and  unissued shares of
Common Stock, or issued shares of Common Stock which will have been
reacquired by the Company.

ARTICLE V.

PARTICIPATION

5.1. Eligible  Participants. Participants  in the  Plan shall  be such
key  employees, consultants,  legal counsel  and non- employee directors
of the Company  and its Subsidiaries, whether or not members of the Board,
as the Committee, in its sole discretion, may designate from time to time.
The Committee's  designation of a Participant in any year shall not require
the Committee to designate
such person to receive Awards in any other year. The designation of a
Participant to receive an Award under one  portion of  the Plan  does
not require  the Committee  to include  such Participant under  other
portions  of the Plan. The Committee shall consider such factors as it
deems pertinent in selecting Participants and in determining the types
and amounts  of their respective Awards.  Subject to adjustment  in
accordance with Section  9.7, during any fiscal  year no Participant
shall be granted Awards in respect of more than 500,000 shares of Common
Stock.


ARTICLE VI.

INTENTIONALLY LEFT BLANK


ARTICLE VII.

RESTRICTED SHARES

7.1. Restricted Share Awards. The  Committee may grant to any Participant
an Award of such  number of shares of Common Stock on such  terms,
conditions and restrictions,  whether based on performance  standards,
periods of service,  retention by the Participant  of ownership of
purchased or  designated shares  of Common  Stock or  other criteria,
as the  Committee shall establish. It is  not a criteria of the  Plan
that the Restricted Shares  be issued pursuant to any  specific criteria.
With respect to performance- based Awards of Restricted Shares
intended to qualify for deductibility under Section 162(m) of the Code,
performance targets will include specified levels of one  or more of
operating income, return or investment, return on stockholders' equity,
earnings before interest, taxes, depreciation and amortization and/or
earnings per share. The terms of any Restricted Share Award granted  under
this Plan shall be set forth in an  Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with this Plan.

(a) Issuance  of Restricted  Shares. As soon  as practicable  after the
Date  of Grant  of a Restricted  Share Award  by the Committee, the
Company shall cause  to be transferred on  the books of  the Company or
its agent, shares of  Common Stock, registered on behalf of the
Participant, evidencing the Restricted Shares covered by the Award,
 subject to forfeiture to the Company as of the Date of Grant if an
Award Agreement with respect to the Restricted Shares covered by the
Award is not duly executed by  the Participant and timely  returned to
the Company.  All shares of Common  Stock covered by  Awards under this
Article VII  shall be  subject to the  restrictions, terms  and conditions
contained  in the Plan  and the  applicable Award Agreements entered
into by the appropriate Participants.  Until the lapse or  release of all
restrictions  applicable to an Award of Restricted Shares the share
certificates representing such Restricted Shares may be held in custody by
the Company, its designee,  or, if  the certificates bear  a restrictive
legend,  by the Participant.  Upon the  lapse or release  of all
restrictions with respect  to an Award as  described in Section 7.1 (d),
one or more share certificates,  registered in the name of the Participant,
for an appropriate number of shares  as provided in Section 7.1 (d), free
of any restrictions set forth in the Plan and the related Award Agreement
(however  subject to any restrictions that may be imposed by law) shall be
delivered to the Participant.

(b) Stockholder Rights. Beginning on  the Date of Grant of a Restricted
Share Award and  subject to execution of the related Award Agreement as
provided in Section 7.1 (a), and  except as otherwise provided in such
Award Agreement, the Participant shall become a stockholder  of the Company
 with respect to all  shares subject to the Award Agreement and  shall
have all of the  rights of  a stockholder,  including, but  not limited
to, the  right to  vote such  shares and  the right  to receive dividends
; provided, however,  that any shares of  Common Stock distributed as a
dividend or otherwise with  respect to any Restricted Shares  as to
which the restrictions  have not yet  lapsed, shall be  subject to  the
same restrictions  as such
Restricted Shares and held or restricted as provided in Section 7.1 (a).

(c) Registration  of Shares.  None of  the Restricted  Shares may be  sold
, assigned,  pledged, hypothecated  or transferred without Registration
under the Securities Act of 1933 as amended or exemption there from. It
is anticipated that at the time of issuance the Company will have in
effect a Registration Statement on Form S-8 or such other comparable
form such that the Restricted Shares will be registered for resale upon
issuance.

(d) Delivery of  Shares Upon Vesting. Upon expiration or  earlier
termination of the forfeiture  period without a forfeiture and the
satisfaction of  or release  from any other  conditions prescribed  by
the  Committee, or at  such earlier  time as provided under the
provisions of Section 7.3, the  restrictions applicable to the Restricted
Shares shall lapse. As promptly as administratively  feasible thereafter,
subject to  the requirements  of Section 9.5,  the Company  shall
deliver  to the Participant or, in case of the Participant's death, to
the Participant's Beneficiary, one or more share certificates for the
appropriate number of shares of Common Stock, free of all such
restrictions, except for any restrictions that may be imposed
by law.

7.2. Terms of Restricted Shares.

(a) Forfeiture of Restricted  Shares. Subject to Sections 7.2(b)
and 7.3, Restricted Shares  shall be forfeited and returned to  the
Company  and all  rights of  the Participant  with  respect to  such
Restricted  Shares shall  terminate unless  the Participant continues
in  the service of the Company or a  Subsidiary as an employee until
the  expiration of the forfeiture period for such Restricted Shares
and satisfies any and all other conditions set forth in the Award
Agreement. The Committee shall determine the  forfeiture period
(which may, but need  not, lapse in installments) and any  other
terms and conditions applicable with respect to any Restricted Share
Award.

(b) Waiver of Forfeiture Period. Notwithstanding anything contained
in this Article VII to the contrary, the Committee may, in  its sole
discretion, waive  the forfeiture  period and  any other  conditions
set  forth in  any Award  Agreement under appropriate  circumstances
(including  the death,  disability  or Retirement  of the  Participant
or a  material change  in circumstances arising  after the  date of an
Award) and  subject to such  terms and conditions  (including forfeiture
of a proportionate number of the Restricted Shares) as the Committee shall
deem appropriate.

7.3. Change  in Control. Unless otherwise  provided by the Committee  in
the applicable Award  Agreement, in the  event of a Change in Control,
all restrictions applicable to the Restricted Share Award shall terminate
fully and the Participant shall immediately have the right to the
delivery of share certificates for such shares in accordance with Section
7.1 (d).


ARTICLE VIII.

PERFORMANCE AWARDS

8.1. Performance Awards.

(a)  Award  Periods and  Calculations  of  Potential  Incentive Amounts.
The  Committee  may  grant Performance  Awards  to Participants. A
Performance Award  shall consist of the right to  receive a payment
(measured by the Fair  Market Value of a specified number of shares of
Common Stock, increases in such  Fair Market Value during the Award
Period and/or a fixed cash amount) contingent upon  the extent  to which
certain  predetermined performance targets have  been met  during an
Award Period. Performance Awards  may be made in conjunction with,  or
in addition to, Restricted Share  Awards made under Article VII. The
Award Period  shall be two or more fiscal or  calendar years as determined
by the Committee.  The Committee, in its discretion and under such terms
as it deems appropriate, may permit newly eligible employees, such as
those who are promoted or newly hired, to receive Performance Awards
after an Award Period has commenced.

(b) Performance Targets. The performance targets may include such goals
related to the performance of the Company and/or the performance of a
Participant as may be  established by the Committee in  its discretion. I
n the case  of Performance Awards intended to qualify for deductibility
under Section 162(m) of  the Code, the targets will include specified
levels of one or more  of  operating  income, return  on  investment,
return  on  stockholders'  equity, earnings  before  interest,  taxes,
depreciation and amortization and/or  earnings per share. The performance
targets established by  the Committee may vary for different  Award
Periods  and  need  not be  the  same  for each  Participant  receiving
a  Performance  Award  in an  Award Period. Except  to the extent
inconsistent with the  performance-based compensation exception  under
Section 162(m)  of the Code, in  the case of  Performance Awards granted
to employees to  whom such section is  applicable, the Committee,  in
its discretion, but only under extraordinary circumstances as determined
by the Committee, may change any prior determination of performance
targets for any Award Period at any time prior  to the final
determination of the value of a related Performance
Award when events or transactions occur to cause such performance
targets to be an inappropriate measure of achievement.

(c) Earning  Performance Awards. The  Committee, on or  as soon as
practicable after the Date  of Grant, shall  prescribe a formula to
determine the percentage of the applicable Performance  Award to be
earned based upon the degree of attainment of performance targets.

(d) Payment of  Earned Performance Awards. Payments of earned
Performance  Awards shall be made in cash  or shares of Common Stock
or a combination  of cash and shares of Common Stock,  in the
discretion of the Committee. The  Committee, in its sole discretion,
may provide  such terms and conditions with respect to  the payment
of earned Performance Awards  as it may deem desirable.

8.2. Terms of Performance Awards.

(a) Termination of Employment. Unless otherwise provided below or in
Section 8.3, in the case of a Participant's Termination of Employment
prior to the end  of an Award Period,  the Participant will not  have
earned any Performance  Awards for that Award Period.

(b) Retirement. If a Participant's  Termination of Employment is because
of Retirement prior to  the end of an Award Period, the  Participant will
not be  paid any  Performance Award,  unless the  Committee, in  its sole
and  exclusive discretion, determines that an Award should be paid. In such
a case, the Participant shall be entitled to receive a pro-rata portion
of his or her Award as
determined under subsection (d) of this Section 8.2.

(c) Death or Disability. If a Participant's Termination of Employment is
due to death or to disability (as determined in the sole and exclusive
discretion of the Committee) prior to the  end of an Award Period, the
Participant or the Participant's personal representative shall be entitled
to receive a pro-rata share of his or her Award as determined under
subsection (d) of this Section 8.2.

(d) Pro-Rata Payment.  The amount of any payment to be  made to a
participant whose employment  is terminated by Retirement, death  or
disability  (under the  circumstances described  in subsections  (b)
and  (c)) will  be the  amount  determined by multiplying (i) the amount
of the Performance Award that would have been earned through the end
of the Award Period had such employment not been terminated by (ii) a
fraction, the numerator of which is the number of whole months such
Participant was employed during the Award Period,  and the denominator
of which is the total number of months  of the Award Period. Any such
payment made to a Participant whose employment is terminated prior to
the end of an Award Period shall be made at the end of such Award Period
, unless otherwise determined by the  Committee in its sole discretion.
Any partial payment previously made or credited to a deferred account
for the benefit of a  Participant in accordance with Section 8. 1 (d) of
the Plan shall be subtracted from the amount otherwise determined as
payable as provided in this Section 8.2(d).

(e)  Other Events.  Notwithstanding anything  to the  contrary in  this
Article  VIII, the  Committee may,  in its  sole and exclusive
discretion,  determine to  pay all  or any  portion of a  Performance
Award  to a  Participant who  has terminated employment prior to the
end of an Award Period under certain circumstances (including the death
, disability or Retirement of the Participant or a material change in
circumstances arising after the Date of Grant), subject to such terms
and conditions as the Committee shall deem appropriate.

8.3. Change  in Control. Unless otherwise  provided by the Committee
in the applicable Award  Agreement, in the  event of a Change in Control,
all  Performance Awards for all Award Periods shall immediately become
fully payable to all Participants and shall be paid to Participants within
thirty (30) days after such Change in Control.

ARTICLE IX.

TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

9.1. Plan Provisions Control  Award Terms. The terms of the Plan  shall
govern all Awards granted under the  Plan, and in no event shall the
Committee have the power to grant  any Award under the Plan the  terms
of which are contrary  to any of the provisions of the Plan. In the
event any provision of any Award granted under the Plan shall  conflict
with any term in the Plan as constituted  on the Date of Grant of
such Award, the term in the  Plan as constituted on the Date  of Grant
of such Award shall control. Except  as provided in Section 9.3 and
Section  9.7, the terms of any Award granted  under the Plan may not be
changed after the Date of Grant of such Award so as to materially decrease
the value of the Award without the express written approval of the holder.

9.2. Award Agreement. No  person shall have any rights under  any Award
granted under the Plan unless  and until the Company and the Participant
to whom  such Award shall have been granted shall have executed and  d
elivered an Award Agreement or the Participant shall  have received and
acknowledged notice of  the Award authorized by  the Committee expressly
granting the Award to such person and containing provisions setting
forth the terms of the Award.

9.3. Modification  of Award  After Grant. No  Award granted under  the
Plan to  a Participant  may be modified  (unless such modification does
not materially  decrease the  value of  that Award) after  its Date
of Grant  except by  express written agreement between the Company and
such Participant, provided that any such change (a) may not be
inconsistent with the terms of the Plan, and (b) shall be approved
by the Committee.

9. 4. Limitation on Transfer. Except as provided in  Section 7.1(c) in
the case of Restricted Shares, a Participant's rights and interest under
the  Plan may not be assigned or transferred  other than by will or the
laws  of descent and distribution and, during the  lifetime of a
Participant, only  the Participant personally (or the  Participant's
personal representative) may exercise rights under  the Plan. The
Participant's Beneficiary may exercise the Participant's  rights to the
extent they are exercisable under the Plan following the death of the
Participant.

9. 5. Taxes. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the
Participant in  lieu of withholding) the amount of any  withholding or
other tax required by law  to be withheld or paid by the Company with
respect to any amount payable and/or shares issuable under such
Participant's Award and the Company may defer payment of cash or issuance
of shares upon  exercise or vesting of an Award unless indemnified to
its satisfaction against any liability for any  such tax. The amount
of such withholding or tax payment  shall be determined by the Committee
and shall be payable by the Participant at such time as the Committee
determines in accordance with the following rules:

(a) The Participant  shall have the right to  elect to meet his or  her
withholding requirement (i) by  having withheld from such Award  at the
appropriate time  that number of  shares of Common Stock,  rounded up to
the next whole share,  the Fair Market Value of which is equal to the
amount of withholding  taxes due, (ii) by direct payment to the Company
in cash of the amount of any taxes required to be withheld with respect
to such Award or (iii) by a combination of withholding such shares
and paying cash.

(b) The Committee shall have the  discretion as to any Award to cause the
Company to pay  to tax authorities for the benefit of the  applicable
Participant,  or to reimburse  such Participant  for, the individual
taxes which are  due on  the grant, exercise or  vesting of any  Award
or the lapse  of any restriction  on any Award  (whether by reason of
such Participant's filing of  an election under Section  83(b) of the
Code  or otherwise), including, but  not limited to,  Federal income tax,
state income tax, local  income tax and excise tax under Section 4999
of the Code, as well as for any  such taxes as may be
imposed upon such tax payment or reimbursement.

(c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such limitations and restrictions
as it deems necessary or appropriate with  respect to the delivery or
 withholding of shares of Common Stock to meet tax withholding obligations.

9. 6. Surrender of Awards. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the
Committee and the Participant approve.

9. 7 Adjustments to Reflect Capital Changes.

(a) Recapitalisation. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares,
the number and  kind of shares available for Awards subsequently granted
under  the Plan and the maximumnumber of shares in respect of which Awards
can be made  to any Participant in any calendar year shall be appropriately
adjusted to reflect  any stock  dividend, stock  split, combination or
exchange of shares,  merger, consolidation  or other  change in
capitalization with a  similar substantive effect upon  the Plan or the
Awards granted under the Plan.  The Committee shall have the power and
sole discretion to determine the amount of the adjustment to be made
in each case.

(b) Merger. After  any Merger in which  the Company is the surviving
corporation, each Participant shall,  at no additional cost, be entitled
upon any exercise of an Option or receipt of any other Award to receive
(subject to any required action by stockholders), in lieu  of the number
of  shares of Common Stock receivable  or exercisable pursuant to such
Award prior to such Merger, the number and class of shares or  other
securities to which such Participant would have been entitled pursuant
to the terms  of the Merger if, at  the time of the  Merger, such
Participant had been  the holder of record of  a number of shares  of
Common  Stock  equal  to the  number  of  shares of  Common  Stock
receivable  or  exercisable  pursuant to  such Award. Comparable  rights
shall accrue  to each Participant in  the event of  successive Mergers
of the  character described above. In the event of a Merger in which
the Company is not the surviving corporation, the surviving, continuing,
successor or purchasing  corporation, as the  case may be (the
"Acquiring Corporation), will  either assume the Company's  rights and
obligations under  outstanding Award Agreements  or substitute awards
in respect of  the Acquiring Corporation's  stock for outstanding
Awards, provided, however, that if the Acquiring  Corporation does not
assume or substitute for such outstanding Awards, the Board shall
provide prior to the Merger that any unexercisable and/or unvested
portion of the outstanding Awards shall  be immediately  exercisable
and vested  as  of  a date  prior  to such  merger  or consolidation,
as  the Board  so determines. The exercise and/or vesting  of any
Award that was permissible solely by reason  of this Section 9.7(b)
shall be conditioned upon  the consummation of  the Merger. Any Options
which are neither  assumed by the Acquiring  Corporation not
exercised as of the date of the Merger shall terminate effective as of
the effective date of the Merger.

(c) Options to Purchase Shares  or Stock of Acquired Companies. After
any merger in which  the Company or a Subsidiary shall be a  surviving
corporation,  the Committee  may grant substituted  options under  the
provisions of  the Plan,  pursuant to Section 424 of  the Code, replacing
old options  granted under a plan of  another party to the merger whose
shares of stock subject  to the old  options may  no longer  be issued
following the  merger. The  manner of  application of  the foregoing
provisions to such options and any appropriate adjustments shall  be
determined by the Committee in its sole discretion. Any such adjustments
may provide  for the  elimination of any  fractional shares  which might
otherwise  become subject  to any Options.

9.8 No  Right to Employment. No  employee or other person  shall have any
claim of right to  be granted an Award  under the Plan. Neither the Plan
nor any action taken hereunder shall  be construed as giving any employee
any right to be retained in the employ of the Company or any of its
Subsidiaries.

9.9. Awards Not Includable for  Benefit Purposes. Payments received by a
Participant pursuant to  the provisions of the Plan shall not be included
in  the determination of benefits under any pension, group insurance  or
other benefit plan applicable to the Participant which is maintained by
the Company or  any of its Subsidiaries, except as may be provided under
the terms of such plans or determined by the Board.

9.10. Governing Law.  All determinations made and actions  taken pursuant
to the Plan  shall be governed by the  laws of the State of Texas and
construed in accordance therewith.

9.11. No  Strict Construction. No rule  of strict construction  shall be
implied against  the Company, the Committee  or any other person  in the
interpretation of any  of the  terms of  the Plan, any  Award granted
under the Plan  or any  rule or procedure established by the Committee.

9.12. Captions. The  captions (i.e., all Section  headings) used in the
Plan  are for convenience only, do  not constitute a part of the Plan,
and shall not be deemed to limit, characterize  or affect in any way
any provisions  of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.

9.13. Severability. Whenever possible, each  provision in the Plan
and every Award at any  time granted under the Plan shall be interpreted
in  such manner as to be effective  and valid under applicable law,
but if any provision of the  Plan or any Award at any time  granted under
the Plan shall be held  to be prohibited by or invalid under applicable
law, then (a) such provision shall be deemed amended to accomplish the
objectives  of the provision as originally written to the fullest extent
permitted by law and  (b) all other provisions of the Plan,  such Award
and every other Award at any  time granted under the Plan shall remain in
full force and effect.

9.14. Amendment and Termination.

(a) Amendment. The Board shall have complete power and authority  to
amend the Plan at any time without the authorization or approval of the
Company's stockholders, unless the  amendment (i) materially increases the
benefits accruing to Participants under the  Plan, (ii) materially
increases  the aggregate number of  securities that may be  issued under
the  Plan or (iii) materially modifies the  requirements as to
eligibility for participation in  the Plan, but in each case  only to
the extent then required by the Code  or applicable law, or deemed
necessary or advisable by the  Board. No termination or amendment of
the Plan may, without the  consent of the Participant to whom any Award
shall theretofore  have been granted under the Plan, materially
adversely affect the right of such individual under such Award.

(b) Termination. The Board shall have  the right and the power to
terminate the Plan at any  time. No Award shall be granted under the
Plan after  the termination of the Plan, but the  termination of the
Plan shall not have any  other effect and any Award outstanding  at the
time of the  termination of the Plan  may be exercised after
termination of the Plan  at any time prior to the expiration date of
such Award to the same extent such Award would have been  exercisable
had the Plan not been terminated.

EXHIBIT 4.2

STOCK GRANT AGREEMENT

Pursuant to

United Film Partners, Inc.

2001 Stock Incentive Plan


This Stock Grant Agreement (the "Agreement"), dated ___________, 2001,
is made by and between united Film Partners, Inc., a Texas corporation
(the "Company"), and __________________________________ (the "Grantee").

The Grantee is a ______________________________________________ of the
Company.

For Grantee's service to the Company including___________________,
the Compensation Committee (the "Committee") of the Board of Directors
has determined that it is in the best interests of the Company to issue
to the Grantee restricted common stock of the Company as compensation
for said services that the Grantee has rendered and will continue to
render to the Company, on the terms and conditions set forth herein.

In consideration of the premises and the mutual agreements set forth
below, the parties hereto agree as follows:

1.Grant of Stock. Pursuant to the terms and conditions set forth herein,
the Company hereby grants and issues to the Grantee (the "Grant") as of
the date hereof (the "Grant Date"), up to an aggregate of
 _________________________ shares (the "Shares") of common stock, par
value $.0001 per share, of the Company (the "Common Stock") as hereinafter
provided.

2. Non-transferability. Until the Shares hereunder shall vest in
accordance with Section 3 hereof, the Shares and any other rights granted
hereunder shall not be transferable or assignable by the Grantee
(whether by operation of law or otherwise) except by will or the laws
of descent and distribution or, if then permitted under Rule 16b-3,
pursuant to a qualified domestic relations order as defined under the
Code or Title I of the Employee Retirement Income Security Act of 1974,
 as amended, or the rules thereunder.

3. Vesting of Shares. Subject to the other terms set forth herein, the
Shares will vest with the Grantee in full on
_________________________________, 2001.

4. Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any distribution of Shares amounts of withholding and other
taxes due in connection with any transaction involving the Grant, and to
take such other action as the Committee may deem advisable to enable the
Company or such Subsidiary or Affiliate and the Grantee to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to the Grant, if any. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of
the Grantee's tax obligations.

5. Termination of Employment. Upon termination of Grantee's employment for
any reason, including the breach by the Grantee of the employment agreement
among the Grantee and the Company or its subsidiaries, if any, any Shares
not already vested in accordance with Section 3 hereof, shall be subject to
immediate forfeiture in all respects and Grantee shall have no right or
claim to any such unvested Shares.

6. Adjustments. In the event that the Committee shall determine, in its
sole discretion, that any dividend or other distribution (whether in the
form of cash, shares of Common Stock or other property), recapitalization,
stock split, reverse split, any reorganization, merger, consolidation,
spin-off, combination, repurchase, share exchange, license arrangement,
strategic alliance or other similar corporate transaction or event affects
the Shares such that an adjustment is appropriate to prevent dilution or
enlargement of the rights of the Grantee, then the Committee shall make
such equitable changes or adjustments as it deems necessary or appropriate
to any or all of the number and kind of Shares which may thereafter be
issued in connection herewith.

7. No Rights as Stockholder. The Grantee shall have no rights as a
stockholder with respect to any Shares subject to the Grant prior to the
date on which such Shares shall vest in accordance with Section 3 hereof.

8. Representations of the Company.

a. Organization and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Texas.

b. Corporate Power. The Company has all necessary corporate power and
authority to execute, deliver and perform this Agreement and the
transactions contemplated hereby, and has all requisite corporate power
and authority to issue the Shares hereunder and to carry out the
transactions contemplated hereby.

c. Shares. Upon issuance, the Shares will be duly authorized, validly
issued, fully paid and nonassessable, and issued in accordance with
applicable laws.

9. Representations of the Grantee.

a. Authority. The Grantee has duly executed and delivered this Agreement
to the Company, and its obligations hereunder are the legal, valid and
binding obligations of the Grantee and are enforceable in accordance
with their terms.

b. Restriction on Transfer; Risk of Forfeiture. The Grantee hereby
acknowledges and agrees that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified with
the securities regulatory agency of any state and may not be resold or
otherwise disposed of unless registered under the Act or qualified with
the securities regulatory agency of any state which has jurisdiction
over any such transfer or unless an exemption from such registration or
qualification is available. The Grantee will transfer the Shares only
in accordance with the applicable requirements of all federal and state
securities laws. The Grantee acknowledges that the certificate(s)
evidencing the Shares will bear a legend regarding restriction on transfer.
The Grantee further acknowledges that the Shares are subject to a
substantial risk of forfeiture as set forth in Section 5 hereof.

c. Investment. The Grantee is receiving the Shares for its own account,
for investment purposes only, and not for the account of any other person,
and not with a view to, or for offer or sale in connection with, any
distribution, assignment or resale to others or to fractionalization in
whole or in part.

10. No Rights to Continued Employment. Nothing in the Grant or this
Agreement shall confer upon the Grantee the right to continue in service
or be entitled to any remuneration or benefits not set forth in this
Agreement or to interfere with or limit in any way the right of the
Company or any Subsidiary or Affiliate to terminate the Grantee's service
as an officer ofthe Company or any Subsidiary or Affiliate.

11. Compliance with Legal and Exchange Requirements. The granting,
issuance and delivery of the Shares pursuant to the terms of this
Agreement and the other obligations of the Company hereunder shall be
subject to all applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may
be required. The Company, in its discretion, may postpone the issuance
or delivery of Shares hereunder until completion of such stock exchange
listing or registration or qualification of such Shares or other required
action under any state, federal or foreign law, rule or
regulation as the Company may consider appropriate, and may require the
Grantee to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of
Shares in compliance with applicable laws, rules and regulations.

12. Change in Control Provisions. In the event of a Change in Control,
as defined in the 2001 Stock Incentive Plan (the"Plan"), the Shares
shall become fully vested, whether or not theretofore vested as forth
herein, as more fully described within the Plan.

13. Notices. All notices or any other communications hereunder shall
be in writing and delivered personally or by registered or certified
mail or overnight courier, addressed, if to the Company, to United
Film Partners, Inc., 1224 N. Lincoln St., Burbank, Ca 91506, Attention:
Secretary; and if to the Grantee, at the address set forth on the
signature page hereof, subject to the right of either party to designate
at any time hereafter in writing some other address.

14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California and Texas
without giving effect to the conflict of laws principles thereof.

15. No Assignment. Neither this Agreement nor any of the rights or
obligations of the Grantee hereunder may be transferred or assigned
by the Grantee except as set forth in paragraph 2 hereof.

16. Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties hereto. This Agreement is for the sole benefit
of the parties hereto and not for the benefit of any other party.

17. Severability. If any provision of this Agreement shall be
determined to be illegal and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance
with their terms.

18. Amendments. No modification, amendment or waiver or any provision
of this Agreement shall be effective unless it is in writing and signed
by the parties hereto.

19. Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute one and the same instrument.


IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by the Secretary, and Grantee has executed this Agreement, both as of
the day and year first above written.


United Film Partners, Inc.


By:
Stephen Stotesbery; Secretary


GRANTEE


By:
Name in print:
Address:



EXHIBIT 5.0/23.1

                              LAW OFFICES OF
                              William Stocker
phone(949)487-7295   34190 Sepulveda Avenue Suite 200  fax(949)487-7285
                        Capistrano Beach CA 92624


                              December 10, 2001


To the President and the
Board of Directors
United Film Partners, Inc.
1224 N. Lincoln St
Burbank, CA 91506

re: Opinion of Special Counsel

Dear President & Board of Directors:

     You have requested my Opinion in connection with the filing of a 1933
Act Registration on Form S-8 to attract, retain and compensate highly
competent key employees, non-employees, directors and consultants, in the
aggregate amount of $29,212.50 in the form of 1,187,500 shares of common
stock to be registered thereby. The Issuer's Common Stock is Registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934.

     It is my opinion that the securities proposed to be issued may be
validly and properly issued and that such an issuance would be lawful in
all respects. The 2001 Stock Incentive Plan Agreement is not a qualified
plan of any kind or sort and is not qualified for any special tax treatment
under State or Federal Law. If and when issued, the securities would be and
must be treated as the equivalent of cash paid and received back as the
purchase of securities. The Securities are registered at the nominal rate
of $7.30 per share for $7.30 of services performed. Actual awards would be
made in accordance with the Plan.

     It is accordingly my opinion that the issuance requested is entitled
to registration on Form S-8.

     I understand and consent to the use of this Opinion in connection
with your proposed filing of a 1933 Registration Statement on Form S-8.


Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel


EXHIBIT 24.1

POWER OF ATTOURNEY

                        POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of United Film Partners, Inc.,
a Texas corporation, do hereby constitute and appoint Stephen Stotesbery
the lawful attorney in-fact and agent with full power and authority to do
any and all acts and things and to execute any and all instruments which
said attorney and agent, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that said attorney and
agent, shall do or cause to be done by virtue thereof. This Power of
Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney and pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the, capacities on this Thursday, November 29, 2001.


Signature                                     Title

/s/ Kevin Reem                                President,
Kevin Reem                                    Chief Executive Officer
                                              and Director

/s/ Stephen Stotesbery                        Secretary and Director
Stephen Stotesbery

/s/ Terence M. O'Keefe                        Treasurer  and Director
Teremce M. O'Keefe
[{"type": "S-8", "sequence": "1", "filename": "ufps8.txt", "description": "BODY", "secsgml_size_bytes": 85041}]
{"company-data": {"conformed-name": "UNITED FILM PARTNERS INC", "cik": "0001138655", "assigned-sic": "6770", "irs-number": "760676164", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74900", "film-number": "1811218"}, "business-address": {"street1": "UNITED FILM PARTNERS, INC.", "street2": "1224 N. LINCOLN ST.", "city": "BURBANK", "state": "CA", "zip": "91506", "phone": "949-271-9198"}, "mail-address": {"street1": "UNITED FILM PARTNERS, INC.", "street2": "1224 N. LINCOLN ST.", "city": "BURBANK", "state": "CA", "zip": "91506"}, "former-company": {"former-conformed-name": "ILN BETHANY CORP", "date-changed": "20010418"}}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                Form S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        United Film Partners, Inc.
-----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                                  Texas
-----------------------------------------------------------------------
     (State or other jurisdiction of incorporation or organization)

                               76-0676164
-----------------------------------------------------------------------
                  (I.R.S. Employer Identification No.)

            1224 N. Lincoln St., Burbank, CA           91506
------------------------------------------------------------------------
        (Address of Principal Executive Offices)     (Zip Code)

                       2001 STOCK INCENTIVE PLAN
------------------------------------------------------------------------
                       (Full title of the plan)

                     Stephen Stotesbery -Secretary;
                  1224 N. Lincoln St. Burbank, Ca 91506
-----------------------------------------------------------------------
                  (Name and address of agent for service)

                             1-949-271-9198
-----------------------------------------------------------------------
         (Telephone number, including area code, of agent for Service)

CALCULATION OF REGISTRATION FEE
Title of Securities   Amount to be Registered(1)  Proposed Maximum   Proposed Maximum     Registration
to be Registered                                  Offering Price(2)  Aggregate Price      Fee
                                                                     per Share(2)
Common Stock          1,187,500 $0.0001 par value $29,212.50         $0.0246 per share    $7.30
(1) This Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the 2001 Stock Incentive
Plan, by reason of any stock dividend, stock split, recapitaization
or other similar transaction effected without the receipt of consideration
which results in an increase in the number of the outstanding shares of
Common Stock of United Film Partners, Inc.

(2) Calculated solely for purposes of this offering under Rule 457(h)(1)
of the Securities Act of 1933, as amended, on the basis of the book value
of such securities computed as of the latest practicable date prior to the
date of filing the registration statement.

EXPLANATORY NOTE
The Prospectus filed as part of this Registration Statement  has been
prepared in accordance with  the requirements of Form S-3 and may be
used for reofferings and resales of registered shares of common stock
which have been issued upon the grants of common stock to employees,
non- employee directors and consultants of United Film Partners, Inc.

                              PROSPECTUS

                        UNITED FILM PARTNERS, INC.
                  1224 N. Lincoln St., Burbank, CA 91506

                     1,187,500 SHARES OF COMMON STOCK

                          issued pursuant to the

                         UNITED FILM PARTNERS, INC.

                        2001 STOCK INCENTIVE PLAN

This prospectus relates to the sale of up to 1,187,500 shares of common
stock of United Film Partners,Inc. offered by certain holders of United
Film Partners, Inc. securities. The Company is registering hereunder and
then issuing upon receipt of adequate consideration therefore to its
employees, officers, directors or consultants shares of the Common Stock
in consideration for services rendered or to be rendered and payments
made under the 2001 STOCK INCENTIVE PLAN.

The shares may be offered by the selling stockholders from time to time
in regular brokerage transactions, in transactions directly with market
makers or in certain privately negotiated transactions. For additional
information on the methods of sale, you should refer to the section
entitled "Plan of Distribution." We will not receive any of the proceeds
from the sale of the shares by the selling stockholders.

Each of the selling stockholders may be deemed to be an "underwriter," as
such term is defined in the Securities Act of 1933.

As of October 1st , 2001, the common stock and our redeemable common stock
purchase warrants currently have no market.

The securities offered hereby are speculative and involve a high degree
of risk and substantial dilution. Only investors who can bear the risk
of loss of their entire investment should invest. See "Risk Factors"
beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

               The date of this prospectus is November 29, 2001.

TABLE OF CONTENTS

                                                                Page
 Company                                                        4
 Risk Factors                                                   5
 Material Changes                                               7
 Incorporation of Certain Documents by Reference                7
 Available Information                                          8
  Use of Proceeds                                               8
 Certain Market Information                                     8
 Dividend Policy                                                9
 Issuance of Common Stock to Selling Stockholders               9
 Selling Stockholders                                           9
 Plan of Distribution                                           10
 Legal Matters                                                  11
 Experts                                                        11

COMPANY

The Company's current plan is to concentrate its business development
efforts on opportunities available in the film production business,
including made for TV series and feature films. The development of two
motion picture projects and 1 cable t.v. series  will receive the bulk
of the company's management time and financial resources, if and when the
financial resources become available.

The Company is in the process of establishing itself as packager of filmed
entertainment products. The Company intends to cover an untapped market
based upon the knowledge that the sums of money currently spent by the
major studios far exceed the actual costs required to develop and package
motion pictures and TV shows.  Due to existing overhead and volume, a major
studio may spend as much as two million  dollars ($2,000,000.00) and two
years time developing a concept to the point of beginning production on
that particular project. The Company is positioned to exploit that market
as the foundation of the company's future.

The Company's major marketing strategy is based on selling "within
budget" fully "Packaged" productions to the marketplace at highly
competitive prices. This includes video and cable distribution outlets
in addition both the domestic and foreign markets.  The growing
availability for viewers in countries outside the USA to receive USA
cable network productions from HBO, Show Time and others, has increased
demand for the type of programming that The Company is planning to
"Package".

The Company will establish sales outlets, through strategic alliances,
through out its market place.  A strong company representative network,
coupled with well-chosen, competently packaged projects will provide a
basis for success. Under its marketing plan the company is also
developing relationships with writers and independent producers to
assure  that the Company has a constant flow of projects under review.
Included in this stream of projects are feature length films, made for
TV films "MOW's", mini series for TV, TV feature series, Cable T.V.
Series. While each has a different market place, they all, as in any
business, want the most for the least cost.  The company has as one of I
ts missions, the cost efficient packaging of its projects.  Cost e
fficiency will become a hallmark of UFP and will be the source of the
company's internal growth.

To date The Company's current business activities have consisted primarily
of developing a business plan, assembling a management team, and pursuing
packaging opportunities and financing.

RISK FACTORS

You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not
the only ones facing United Film Partners. Additional risks and
uncertainties not presently known to us or that we currently deem
immaterial may also impair our business operations. The actual
occurrence of the following risks could adversely affect our business.
In such case, the trading price of our common stock could decline,
and you may lose all or part of your investment.

This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking statements as a result
of certain factors, including the risks described below and elsewhere
in this prospectus.

Limited Operating History.
The Company has only a limited operating history upon which an
evaluation of the Company and its prospects can be based.
Its prospects must be considered in light of the risks, expenses and
difficulties frequently encountered by companies in their early stage
of development, particularly companies in new and rapidly evolving markets.
To address these risks, it must, among other things,  respond to competitive
developments. There can be no assurance that the Company will be successful
in addressing such risks.

We expect to incur future losses. We expect to sustained operating losses
of ($2186.00) in the quarter ended September 31, 2001, ($252,424.00) in
the year ended December 31, 2001 and ($411,950.00) in the year ended
December 31, 2002. We don't expect to incur significant additional
operating losses beyond those previously disclosed, however,  as we
continue to develop, package and market our projects additional future
losses are possible.

If we are unable to obtain financing, we will be unable to operate
efficiently. Our development and packaging requires substantial amounts
of capital.

The loss of the services of any of the following individuals, or of other
key personnel, could adversely affect our business. We are dependent on
the efforts and abilities of Kevin Reem, Stephen Stotesbery and
Terence M. O'Keffe, our founders and principal executive officers, and
Michael Mendieta, CFO of United Film Partner, Inc. We have entered into
consultant agreements, effective as of July 9th, 2001, with such I
ndividuals. None of such consultant agreements contains non-competition
provisions.

The loss of the services of any of the above individuals, or of other
key personnel, could adversely affect our business. We have no
"key-man" life insurance coverage for any of our principal
executives and won't for the forseeable future..

Each of the industries in which we compete is highly competitive and
most of the companies with which we compete have greater financial and
other resources than us. With respect to our packaging activities, we
compete on the basis of relationships and pricing for access to a limited
supply of facilities and talented creative.

NASD's OTC Electronic Bulletin Board.
United Film Partners, Inc. securities are subject to the regulations
applicable to penny stocks and as a result the market liquidity for its
securities is severely affected, limiting the ability of broker dealers
to sell the securities and the ability of purchasers of the securities
offeredhereby to sell their securities in the secondary market.

This prospectus contains forward looking statements and their associated
risks. This prospectus contains certain forward-looking statements,
including among others:

(1) anticipated trends in our financial condition and results of
operations; and

(2) our business strategy for developing and packaging our projects.

These forward-looking statements are based largely on our current
expectations and are subject to a number of risks and uncertainties.
Actual results could differ materially from these forward-looking
statements. In addition to the other risks described elsewhere in this
"Risk Factors" discussion, important factors to consider in evaluating
such forward-looking statements include:

(1)changes in external competitive market factors or in United Film
Partners. Inc. internal budgeting process which might impact trends
in our results of operations;

(2) unanticipated working capital or other cash requirements;

(3) changes in our business strategy or an inability to execute our
strategy due to unanticipated change in the industries in which we
operate; and

(4) various competitive factors that may prevent us from competing
successfully in the marketplace.

In light of these risks and uncertainties, many of which are described
in greater detail elsewhere in this "Risk Factors" discussion, we cannot
be certain that the events predicted in forward-looking statements
contained in this prospectus will in fact occur.

MATERIAL CHANGES

October 1st, 2001, United Film Partners issued 1.14955 million shares of
common stock pursuant to its 2001 Stock Incentive Plan, to its officers,

directors and key consultants of United Film Partners as a group.
The following table sets forth the options and common stock issued to
certain of United Film Partners directors, officers and key consultants.
Name                       Position/Service    Shares of Common Stock      Date of Grant

Kevin Reem                 President/ CEO      100,000                     July 10th, 2001
Stephen Stotesbery         Secretary           100,000                     July 10th, 2001
Terence M. O'Keefe         Treasurer           100,000                     July 10th, 2001
Michael Mendieta           CFO                 100,000                     July 10th, 2001

Henry Jan                  Business Strategy   250,000                     July 10th, 2001
Carole Pinell              Business Strategy   87,500                      October 1st, 2001
Michael Abbott             Business Strategy   50,000                      October 1st, 2001
Jack Y. Su                 Web Design          50,000                      October 1st, 2001

Business Strategists       Legal and           350,000                     October 1st,2001
as a group                 Bus. Strategy
The issuance of 1,187,500 shares under this registration statement will
result in a .032% dilution to existing shareholders.

INFORMATION INCORPORATED BY REFERENCE

The Securities and Exchange Commission (the "Commission") allows us to
"incorporate by reference" certain of our publicly-filed documents into
this prospectus, which means that information is considered part of this
prospectus. Information that we file with the Commission subsequent to
the date of this prospectus will automatically update and supersede this
information. We incorporate by reference the documents listed below and
any future filings made with the Commission under all documents
subsequentlyfiled by us pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until the selling stockholders have
sold all the shares.

The following documents filed with the Commission are incorporated herein
by reference:

1. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended June 30th, 2001, as filed with the Commission on August 14, 2001,
which is hereby incorporated by reference, and

2. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended September 30th, 2001, as filed with the Commission on November 19th,
2001, which is hereby incorporated by reference, and

3. United Film Partners 8k report as filed with the Commission on July
24th, 2001, which is incorporated by reference, and

4. United Film Partners 8k/A report as filed with the Commission on
November 13th, 2001, which is incorporated by reference.

The Company will provide without charge to each person to whom a copy of
this prospectus has been delivered, on written or oral request a copy of
any or all of the documents incorporated by reference in this prospectus,
other than exhibits to such documents. Written or oral requests for such
copies should be directed to Stephen Stotesbery-Secretary, United Film
Partners, Inc., 1224 N. Lincoln St. Burbank, Ca 91506 Tel: 949-271-9198.

ADDITIONAL INFORMATION AVAILABLE TO YOU

This prospectus is part of a Registration Statement on Form S-8 that we
filed with the Commission. Certain information in the Registration
Statement has been omitted from this prospectus in accordance with the
rules of the Commission. We file the annual, quarterly and special reports,
proxy statements and other information with the Commission. You can
inspect and copy the Registration Statement as well as reports, proxy
statements and other information we have filed with the Commission at
the public reference room maintained by the Commission at 450 Fifth
Street, NW, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Seven World Trade Center, New York,
New York 10048, and Northwest Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. You can obtain copies from the public reference
room of the Commission at 450 Fifth Street, NW, Washington, D.C. 20549,
upon payment of certain fees. You can call the Commission at 1-800-732-0330
for further information about the public reference room. We are also
required to file electronic versions of these documents with the Commission,
which may be accessed through the Commission's World Wide Web site at
http://www.sec.gov.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares
offered hereunder by the selling stockholders. The offering is made to
fulfill our contractual obligations to the selling stockholders to
register the common stock held by or which are issuable to the selling
stockholders.

------------------------------------------------------------------------

CERTAIN MARKET INFORMATION

United Film Partners', Inc. common stock Currently has no market.

DIVIDEND POLICY

We intend to retain future earnings, if any, that may be generated from
our operations to finance the operations and expansion of United Film
Partners. We do not plan to pay dividends to holders of the common stock
for the reasonably foreseeable future. Any decision as to the future
payment of dividends will depend on the results of our operations and
financial position and such other factors as our Board of Directors, in
its discretion, deems relevant.

ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS

The shares covered by this prospectus include:

Up to 1,187,500 shares of common stock that have been issued or are
issuable, to employees, non-employee directors and consultants of United
Film Partners, Inc..

SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the common stock as of October 1st 2001, by each of the
selling stockholders, of shares of common stock granted to each of them
pursuant to the 2001 Stock Incentive Plan. Unless otherwise indicated below,
to the knowledge of United Film Partners, Inc., all persons listed below
have sole voting and investment power with respect to the shares of common
stock, except to the extent authority is shared by spouses under applicable
law.

The information included below is based upon information provided by the
selling stockholders. Because the selling stockholders may offer all, some
or none of their shares, no definitive estimate as to the number of shares
that will be held by the selling stockholders after the offering can be
provided and the following table has been prepared on the assumption that
all shares offered under this prospectus will be sold.

                    Common Stock Beneficially Owned on   Shares That         Common Stock to be
                    October 1st, 2001 (1)                May be Offered      Beneficially Owned
                                                         Hereunder           if All Shares Offered
                                                                             Hereunder Are Sold
Name                Shares              Percent(2)       Shares              Shares          Percent

Kevin Rem           10,100,000          28.33%           100,000             10,000,000     27.04%
Stephen Stotesbery  10,100,000          28.33%           100,000             10,000,000     27.04%
Terence M. Okeefe   10,100,000          28.33%           100,000             10,000,000     27.04%
Michael Mendieta    100,000               n/a            100,000             0

Carol Pinell        87,000                n/a            87,500              0
Henry  Jan          250,000               n/a            250,000             0
Michael Abbott      50,000                n/a            50,000              0
Jack Y. Su          50,000                n/a            50,000              0

Business Strategists 350,000              n/a            350,000             0
as a group
(1) The number and percentage of shares beneficially owned is determined
in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and
the information is not necessarily indicative of beneficial ownership for
any other purpose. Under such rule, beneficial ownership includes any
shares as to which the selling stockholder has sole or shared voting
power or investment power and also any shares which the selling
stockholder has the right to acquire within 60 days of October 1st, 2001.

(2) The percentage interest of each selling stockholder is based on the
number of shares of common stock beneficially owned by such stockholder
divided by the sum of the outstanding shares of common stock as of July
10th, 2001. As of  October 1st, 2001, United Film Partners will have
36,287,500 shares outstanding.

(3) The shares hereunder do not include shares which we anticipate to be
sold under a separate registration statement and prospectus.

PLAN OF DISTRIBUTION

Sales of the shares may be effected by or for the account of the selling
stockholders from time to time in transactions (which may include block
transactions) on the Nasd OTCBB Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise, at fixed
prices that may be changed, at market prices prevailing at the time of
sale or at negotiated prices. The selling stockholders may effect such
transactions by selling the shares directly to purchasers, through
broker-dealers acting as agents of the selling stockholders, or to
broker-dealers acting as agents for the selling stockholders, or to
broker-dealers who may purchase shares as principals and thereafter
sell the shares from time to time in transactions (which may include
block transactions) on the Nasd OTCBB Market, in negotiated transactions,
through a combination of such methods of sale, or otherwise. In e
ffecting sales, broker-dealers engaged by a selling stockholder may
arrange for other broker-dealers to participate. Such broker-dealers,
if any, may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders and/or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom
they may sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the distribution of the shares may be
deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to
any such persons, and any profits received on the resale of the shares
purchased by them may be deemed to be underwriting commission or discounts
under the Securities Act of 1933.

We have agreed to bear all expenses of registration of the shares other
than legal fees and expenses, if any, of counsel or other advisors of the
selling stockholders. The selling stockholders will bear any commissions,
discounts, concessions or other fees, if any, payable to broker-dealers in
connection with any sale of their shares.

We have agreed to indemnify the selling stockholders, or their transferees
or assignees, against certain liabilities, including liabilities under the
Securities Act of 1933 or to contribute to payments the selling
Stockholders or their respective pledgees, donees, transferees or other
successors in interest, may be required to make in respect thereof.

LEGAL MATTERS

N/A

EXPERTS

N/A

No dealer, salesperson or other person is authorized to give any
information or to make any representations other than those contained in
this prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by United Film Partners,
Inc.. This prospectus does not constitute an offer to buy any security
other than the securities offered by this prospectus, or an offer to sell
or a solicitation of an offer to buy any securities by any person in any
jurisdiction where such offer or solicitation is not authorized or is
unlawful. Neither delivery of this prospectus nor any sale hereunder shall,
under any circumstances, create any implication that there has been no
change in the affairs of United Film Partners, Inc. since the date hereof.

---------------------------------------------------------------------------

                          UNITED FILM PARTNERS, INC.

                       1,187,500 SHARES OF COMMON STOCK

                                PROSPECTUS

                             November 29, 2001

PART I

Item 1. Plan Information.

The documents containing the information specified in Item 1  will be
sent or given to participants in the Registrant's 2001 Stock Incentive
Plan as specified  by Rule 428(b)(1) of the Securities Act of 1933,  as
amended (the "Securities Act"). Such documents are not required to be
and are not  filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration  Statement or as
prospectuses or prospectus supplements pursuant to  Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this Form S-8, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

Item 2. Registrant Information and the 2001 Stock Incentive Plan Annual
Information.

Upon written  or oral request,  any of the documents  incorporated by
reference  in Item 3  of Part II of  this Registration Statement (which
documents are  incorporated by reference in this Section 10(a) Prospectus),
other documents required to be delivered to eligible employees,
non-employee directors and consultants, pursuant to Rule  428(b) or
additional information about the 2001 Stock Incentive Plan are available
without charge by contacting:

United Film Partners, Inc.
1244 N. Lincoln St. Burbank, Ca 91506
Attn: Stephen Stotesbery
Secretary

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby  incorporates by reference into this  Registration
Statement the documents listed  below. In addition, all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"),  prior to the
filing of  a post-effective amendment which  indicates that all securities
offered have been sold or which  deregisters all securities then remaining
unsold,  shall be deemed to be incorporated  by reference into this
Registration Statement and to be a part hereof from the date of filing of
such documents:

1. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended June 30th, 2001, as filed with the Commission on August 14 2001,
which is hereby incorporated by reference, and

2. United Film Partners Quarterly Report on Form 10-QSB for the quarter
ended September 30th, 2001, as filed with the Commission on November 19th,
2001, which is hereby incorporated by reference, and

3.United Film Partners 8k report as filed with the Commission on July 24th,
2001, which is incorporated by reference, and

4.United Film Partners 8k/A report as filed with the Commission on
November 13th, 2001, which is incorporated by reference.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

The Bylaws of the Registrant provide for indemnification to the
fullest extent allowed under the Texas Business Corporations Act.
Generally, under this Act, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than action
by or any right of the corporation, by reason of the fact that
such person was a director, officer, employee or agent of the
corporation, against expenses, including reasonable attorney's
fees, judgments, fines and amounts paid in settlement of any such
actions; provided, however, in any criminal proceeding, the
indemnified person shall have had no reason to believe the conduct
committed was unlawful. It is the position of the Securities and
Exchange Commission that indemnification against liabilities for
violations of the federal securities laws, rules and regulations
is against public policy.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

 Exhibit Number Exhibit

 4.1                  2001 Stock Incentive Plan
 4.2                  2001  Stock Incentive Plan - Stock Grant Agreement.
 5.0                  Opinion of William Stocker Re Legality of the
                      Securities Registered*
 23.1                 Consent of William Stocker,
                      Special Counsel to the Registrant, filed as part
                      of Exhibit 5 hereof*
 24.1                 Power of Attorney

*Filed herewith

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment  to this Registration Statement:

To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a  new Registration Statement relating  to the securities
offered  therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant  to Section 13(a) or Section
15(d)  of the Securities Exchange Act of 1934 that is incorporated  by
reference in  the Registration  Statement shall  be deemed to be a new
Registration Statement relating to the securities offered herein, and
the offering  of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) Insofar  as indemnification for  liabilities arising under the
Securities Act of 1933 may be permitted  to directors, officers and
controlling  persons of the registrant pursuant  to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the  Act and is, therefore,
unenforceable. In  the  event that  a claim  for  indemnification against
such liabilities (other than the
payment by the registrant of  expenses incurred or paid by a director,
officer, or controlling person of the registrant in the successful
defense of  any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the  matter has been settled by  controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will  be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in City of Burbank, State of
California, on this Thursday, November 29, 2001.

UNITED FILM PARTNERS, INC.

/s/ Kevin Reem
President, Chief Executive Officer
Kevin Reem

/s/ Stephen Stotesbery
Stephen Stotesbery
Secretary and Attorney in fact.

EXHIBIT 4.1

UNITED FILM PARTNERS, INC.

ARTICLE 1.

PURPOSE AND ADOPTION OF THE PLAN

1.1. Purpose. The purpose of the United Film Partners, Inc. 2001 Stock
Incentive Plan (hereinafter referred to as the "Plan") is to assist in
attracting and  retaining highly competent key employees, non-employee
directors and consultants and to act  as an incentive in motivating key
employees, non-employee directors, legal counsel  and consultants of
United Film Partners, Inc.. and its Subsidiaries (as defined below) to
achieve long-term corporate objectives.

1.2. Adoption and  Term. The Plan has been  approved by the Board of
Directors (hereinafter referred to as  the "Board") of United Film
Partners, Inc. (hereinafter referred to  as the "Company"), to  be
effective as of  July 10th, 2001 (the "Effective Date"). The Plan  is
intended to be a broad based plan which all employees  of the Company are
eligible for, and grants to be made to management personnel and members
of the board of directors shall not exceed 50% of the total number of
shares issuable under the Plan. Therefore the Plan does not require
shareholder approval pursuant to applicable rules and regulations of the
Nasdaq Stock Market. The Plan shall remain in effect until terminated by
action of the Board.

ARTICLE II.

DEFINITIONS

For the purposes of this Plan, capitalized terms shall have the following
meanings:

2. 1. Award means any grant  to a Participant of one or more of a
combination of  Restricted Shares described in Article VII and Performance
Awards described in Article VIII.

2.2. Award Agreement means a written agreement between the Company and a
Participant or a written notice from the Company to a Participant
specifically setting forth the terms and conditions of an Award granted
under the Plan.

2.3. Award  Period means,  with respect  to an  Award, the  period of time
set forth  in the  Award Agreement  during which specified target
performance goals must be achieved or other conditions set forth in the
Award Agreement must be satisfied.

2.4. Beneficiary means an individual,  trust or estate who or which, by
a written  designation of the Participant filed with the Company or by
operation of law, succeeds to the rights  and obligations of the
Participant under the  Plan and an Award Agreement upon the Participant's
death.

2.5. Board means the Board of Directors of the Company.

2.6. Change in Control means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

(a) The acquisition in one  or more transactions by any individual,
entity or group  (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) (a "Person") of  beneficial ownership (within the
meaning of  Rule l3d-3 promulgated under the Exchange Act)  of shares
or other  securities (as defined in Section  3(a)(10) of the Exchange Act)
representing 30% or more of either (i) the  Outstanding Common Stock or
(ii) the Company Voting Securities;  provided, however, that a Change in
Control as defined  in this clause (a) shall  not be deemed to occur  in
connection with any acquisition by  the Company, an
employee benefit plan of  the Company or any Person who  immediately prior
to the Effective Date is  a holder of Outstanding Common Stock  or
Company Voting  Securities (a "Current  Stockholder") so long  as such
acquisition  does not result  in any Person  other than  the Company,
such employee  benefit  plan or  such Current  Stockholder beneficially
owning shares  or securities representing 30% or more of either the
Outstanding Common Stock or Company Voting Securities; or

(b) Any election has occurred of persons as directors of  the Company that
causes two-thirds or more of the Board to consist of persons other than (i)
persons who, were members of the Board on the Effective Date  and (ii)
persons who were nominated by the Board for election as  members of the
Board at a time when at least two-thirds  of the Board consisted of
persons who were members of the Board on the Effective Date; provided,
however, that any person nominated for election by the Board when at
least two-thirds of  the members  of the  Board are  persons described in
subclause (i)  or (ii)  and persons  who were
themselves previously nominated in accordance with this clause (b) shall,
for this purpose, be deemed to have been nominated by a Board composed
of persons described in subclause (ii); or

(c)  Approval by  the stockholders  of the  Company of  a
reorganization, merger, consolidation  or similar  transaction
(a "Reorganization Transaction"),  in each case, unless, immediately
following such Reorganization Transaction,  more than 50% of,
respectively, the outstanding shares of common  stock (or similar
equity  security) of the corporation  or other entity resulting  from
or  surviving such Reorganization Transaction and the combined  voting
power  of the securities of  such corporation or other entity entitled
to vote generally in the election of directors, is then beneficially
owned, directly or indirectly, by the  individuals and entities who
were the respective beneficial owners of the  Outstanding Common Stock
and the Company Voting Securities immediately prior to  such
Reorganization Transaction in substantially the same proportions as
their ownership of the  Outstanding Common Stock  and Company
Voting Securities immediately  prior to  such Reorganization
Transaction; or

(d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company to
a corporation or other entity, unless, with respect  to such  corporation
or  other entity,  immediately following  such sale  or other
disposition more  than  50% of, respectively, the outstanding  shares
of common stock (or similar  equity security) of such corporation  or
other entity and the combined voting power of  the securities of such
corporation or other entity entitled  to vote generally in the election
of directors, is  then beneficially owned, directly or indirectly,
by the individuals and entities  who were the respective beneficial
owners  of the  Outstanding Common  Stock and the  Company Voting
Securities immediately prior  to such  sale or disposition in
substantially the same  proportions as their  ownership of the
Outstanding  Common Stock and  Company Voting Securities immediately
prior to such sale or disposition.

2.7 Code means the Internal  Revenue Code of 1986, as amended. References
to a section of  the Code include that section and any comparable section
or sections of any future legislation that amends, supplements or
supersedes said section.

2.8 Committee means the committee established in accordance with Section
3.1.

2. 9. Company means United Film Partners, Inc., a Texas corporation,
and its successors.

2.10 Common Stock means Common Stock of the Company, par value $0.0001
per share.

2.11. Company  Voting Securities means the combined  voting power of all
outstanding securities of the  Company entitled to, vote generally in
the election of directors of the Company.

2.12. Date of Grant means the  date designated by the Committee as the
date as of which  it grants an Award, which shall not be earlier than the
 date on which the Committee approves the granting of such Award.

2.13. Effective Date shall have the meaning given to such term in Section
1.2.

2.14. Exchange Act means the Securities Exchange Act of 1934, as amended.

2.15. Merger means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

2.16. Non-Employee Director  means a member of the  Board who (i) is not
currently an officer or otherwise  employed by the Company or  a parent
or  a subsidiary of  the Company, (ii)  does not receive compensation
directly or indirectly  from the Company or a parent or a subsidiary of
the Company for  services rendered as a consultant or in any capacity
other than as a director, except for an amount  for which disclosure
would not be required pursuant to  Item 404(a) of Regulation S-K, (iii)
does not  possess an interest in  any other transaction for  which
disclosure would be  required pursuant to  Item 404(a) of
Regulation S-K, and (iv) is  not engaged in a business relationship
for which disclosure  would be required pursuant to Item 35*.0025404(b)
of Regulation S-K.

2.17. Outstanding Common Stock means, at any time, the issued and
outstanding shares of Common Stock.

2.18. Participant means a person designated to receive an Award under
the Plan in accordance with Section 5. 1.

2.19. Performance Awards means Awards granted in accordance with Article
VIII.

2.20. Plan means the United film Partners, Inc. 2001, Stock Incentive
Plan as described  herein, as the same may be amended from time to time.

2.21 Restricted Shares  means Common Stock subject to  restrictions
imposed in connection with Awards  granted under Article VII.

2.22.  Retirement means  early or  normal retirement  under a  pension
plan  or arrangement  of the  Company or  one  of its Subsidiaries in
which the Participant participates.

2.23. Subsidiary means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.

2.24.  Termination of Employment  means the  voluntary or  involuntary
termination  of a  Participant's employment  with the Company or a
Subsidiary for  any reason, including death, disability, retirement
or as the  result of the divestiture of the Participant's employer or
any similar transaction in which the Participant's employer ceases to
be the Company or one of its Subsidiaries. Whether entering military or
other government service shall constitute Termination of Employment, or
whether a Termination of Employment shall  occur as a result of
disability,  shall be determined in each case by  the Committee in its
sole  discretion. In  the case  of a  consultant who  is not  an
employee  of the  Company or  a Subsidiary,  Termination of Employment
shall mean voluntary or  involuntary termination of the consulting
relationship for any reason.  In the case of a Non-Employee Director,
Termination  of Employment shall mean voluntary or involuntary
termination, non-election, removal or other act which results in such
Non-Employee Director no longer serving in such capacity.

ARTICLE III.

ADMINISTRATION

3.1. Committee.  The Plan shall  be administered by  a committee of  the
Board (the "Committee")  comprised of at  least one person.  The Committee
shall have  exclusive and  final authority  in each  determination,
interpretation  or  other action affecting the Plan and its Participants.
The Committee shall have the sole discretionary authority to interpret
the Plan, to establish  and modify  administrative rules  for  the Plan,
to impose  such  conditions and  restrictions on  Awards as  it
determines appropriate,  and to take  such steps in  connection with the
Plan and Awards granted  hereunder as it  may deem necessary  or
advisable.  The Committee  may, subject  to compliance  with applicable
legal requirements,  with  respect to Participants who are not subject
to Section 16(b) of the Exchange Act, delegate such of  its powers and
authority under the Plan as it deems appropriate to designated officers
or employees  of the Company. In addition, the Board may exercise any of
the authority  conferred upon  the Committee hereunder.  In the  event of
any  such delegation of  authority or  exercise of authority by the
Board, references in the Plan to the Committee shall be deemed to refer
to the delegate of the Committee or the Board, as the case may be.

ARTICLE IV.

SHARES

4.1. Number  of Shares  Issuable. The  total number of  shares initially
authorized to  be issued under  the Plan  shall be 1,187,500 shares of
Common Stock. The number of shares  available for issuance under the Plan
shall be subject to adjustment in accordance with Section  9.7. The shares
to be offered  under the Plan shall be authorized and  unissued shares of
Common Stock, or issued shares of Common Stock which will have been
reacquired by the Company.

ARTICLE V.

PARTICIPATION

5.1. Eligible  Participants. Participants  in the  Plan shall  be such
key  employees, consultants,  legal counsel  and non- employee directors
of the Company  and its Subsidiaries, whether or not members of the Board,
as the Committee, in its sole discretion, may designate from time to time.
The Committee's  designation of a Participant in any year shall not require
the Committee to designate
such person to receive Awards in any other year. The designation of a
Participant to receive an Award under one  portion of  the Plan  does
not require  the Committee  to include  such Participant under  other
portions  of the Plan. The Committee shall consider such factors as it
deems pertinent in selecting Participants and in determining the types
and amounts  of their respective Awards.  Subject to adjustment  in
accordance with Section  9.7, during any fiscal  year no Participant
shall be granted Awards in respect of more than 500,000 shares of Common
Stock.

ARTICLE VI.

INTENTIONALLY LEFT BLANK

ARTICLE VII.

RESTRICTED SHARES

7.1. Restricted Share Awards. The  Committee may grant to any Participant
an Award of such  number of shares of Common Stock on such  terms,
conditions and restrictions,  whether based on performance  standards,
periods of service,  retention by the Participant  of ownership of
purchased or  designated shares  of Common  Stock or  other criteria,
as the  Committee shall establish. It is  not a criteria of the  Plan
that the Restricted Shares  be issued pursuant to any  specific criteria.
With respect to performance- based Awards of Restricted Shares
intended to qualify for deductibility under Section 162(m) of the Code,
performance targets will include specified levels of one  or more of
operating income, return or investment, return on stockholders' equity,
earnings before interest, taxes, depreciation and amortization and/or
earnings per share. The terms of any Restricted Share Award granted  under
this Plan shall be set forth in an  Award Agreement which shall contain
provisions determined by the Committee and not inconsistent with this Plan.

(a) Issuance  of Restricted  Shares. As soon  as practicable  after the
Date  of Grant  of a Restricted  Share Award  by the Committee, the
Company shall cause  to be transferred on  the books of  the Company or
its agent, shares of  Common Stock, registered on behalf of the
Participant, evidencing the Restricted Shares covered by the Award,
 subject to forfeiture to the Company as of the Date of Grant if an
Award Agreement with respect to the Restricted Shares covered by the
Award is not duly executed by  the Participant and timely  returned to
the Company.  All shares of Common  Stock covered by  Awards under this
Article VII  shall be  subject to the  restrictions, terms  and conditions
contained  in the Plan  and the  applicable Award Agreements entered
into by the appropriate Participants.  Until the lapse or  release of all
restrictions  applicable to an Award of Restricted Shares the share
certificates representing such Restricted Shares may be held in custody by
the Company, its designee,  or, if  the certificates bear  a restrictive
legend,  by the Participant.  Upon the  lapse or release  of all
restrictions with respect  to an Award as  described in Section 7.1 (d),
one or more share certificates,  registered in the name of the Participant,
for an appropriate number of shares  as provided in Section 7.1 (d), free
of any restrictions set forth in the Plan and the related Award Agreement
(however  subject to any restrictions that may be imposed by law) shall be
delivered to the Participant.

(b) Stockholder Rights. Beginning on  the Date of Grant of a Restricted
Share Award and  subject to execution of the related Award Agreement as
provided in Section 7.1 (a), and  except as otherwise provided in such
Award Agreement, the Participant shall become a stockholder  of the Company
 with respect to all  shares subject to the Award Agreement and  shall
have all of the  rights of  a stockholder,  including, but  not limited
to, the  right to  vote such  shares and  the right  to receive dividends
; provided, however,  that any shares of  Common Stock distributed as a
dividend or otherwise with  respect to any Restricted Shares  as to
which the restrictions  have not yet  lapsed, shall be  subject to  the
same restrictions  as such
Restricted Shares and held or restricted as provided in Section 7.1 (a).

(c) Registration  of Shares.  None of  the Restricted  Shares may be  sold
, assigned,  pledged, hypothecated  or transferred without Registration
under the Securities Act of 1933 as amended or exemption there from. It
is anticipated that at the time of issuance the Company will have in
effect a Registration Statement on Form S-8 or such other comparable
form such that the Restricted Shares will be registered for resale upon
issuance.

(d) Delivery of  Shares Upon Vesting. Upon expiration or  earlier
termination of the forfeiture  period without a forfeiture and the
satisfaction of  or release  from any other  conditions prescribed  by
the  Committee, or at  such earlier  time as provided under the
provisions of Section 7.3, the  restrictions applicable to the Restricted
Shares shall lapse. As promptly as administratively  feasible thereafter,
subject to  the requirements  of Section 9.5,  the Company  shall
deliver  to the Participant or, in case of the Participant's death, to
the Participant's Beneficiary, one or more share certificates for the
appropriate number of shares of Common Stock, free of all such
restrictions, except for any restrictions that may be imposed
by law.

7.2. Terms of Restricted Shares.

(a) Forfeiture of Restricted  Shares. Subject to Sections 7.2(b)
and 7.3, Restricted Shares  shall be forfeited and returned to  the
Company  and all  rights of  the Participant  with  respect to  such
Restricted  Shares shall  terminate unless  the Participant continues
in  the service of the Company or a  Subsidiary as an employee until
the  expiration of the forfeiture period for such Restricted Shares
and satisfies any and all other conditions set forth in the Award
Agreement. The Committee shall determine the  forfeiture period
(which may, but need  not, lapse in installments) and any  other
terms and conditions applicable with respect to any Restricted Share
Award.

(b) Waiver of Forfeiture Period. Notwithstanding anything contained
in this Article VII to the contrary, the Committee may, in  its sole
discretion, waive  the forfeiture  period and  any other  conditions
set  forth in  any Award  Agreement under appropriate  circumstances
(including  the death,  disability  or Retirement  of the  Participant
or a  material change  in circumstances arising  after the  date of an
Award) and  subject to such  terms and conditions  (including forfeiture
of a proportionate number of the Restricted Shares) as the Committee shall
deem appropriate.

7.3. Change  in Control. Unless otherwise  provided by the Committee  in
the applicable Award  Agreement, in the  event of a Change in Control,
all restrictions applicable to the Restricted Share Award shall terminate
fully and the Participant shall immediately have the right to the
delivery of share certificates for such shares in accordance with Section
7.1 (d).

ARTICLE VIII.

PERFORMANCE AWARDS

8.1. Performance Awards.

(a)  Award  Periods and  Calculations  of  Potential  Incentive Amounts.
The  Committee  may  grant Performance  Awards  to Participants. A
Performance Award  shall consist of the right to  receive a payment
(measured by the Fair  Market Value of a specified number of shares of
Common Stock, increases in such  Fair Market Value during the Award
Period and/or a fixed cash amount) contingent upon  the extent  to which
certain  predetermined performance targets have  been met  during an
Award Period. Performance Awards  may be made in conjunction with,  or
in addition to, Restricted Share  Awards made under Article VII. The
Award Period  shall be two or more fiscal or  calendar years as determined
by the Committee.  The Committee, in its discretion and under such terms
as it deems appropriate, may permit newly eligible employees, such as
those who are promoted or newly hired, to receive Performance Awards
after an Award Period has commenced.

(b) Performance Targets. The performance targets may include such goals
related to the performance of the Company and/or the performance of a
Participant as may be  established by the Committee in  its discretion. I
n the case  of Performance Awards intended to qualify for deductibility
under Section 162(m) of  the Code, the targets will include specified
levels of one or more  of  operating  income, return  on  investment,
return  on  stockholders'  equity, earnings  before  interest,  taxes,
depreciation and amortization and/or  earnings per share. The performance
targets established by  the Committee may vary for different  Award
Periods  and  need  not be  the  same  for each  Participant  receiving
a  Performance  Award  in an  Award Period. Except  to the extent
inconsistent with the  performance-based compensation exception  under
Section 162(m)  of the Code, in  the case of  Performance Awards granted
to employees to  whom such section is  applicable, the Committee,  in
its discretion, but only under extraordinary circumstances as determined
by the Committee, may change any prior determination of performance
targets for any Award Period at any time prior  to the final
determination of the value of a related Performance
Award when events or transactions occur to cause such performance
targets to be an inappropriate measure of achievement.

(c) Earning  Performance Awards. The  Committee, on or  as soon as
practicable after the Date  of Grant, shall  prescribe a formula to
determine the percentage of the applicable Performance  Award to be
earned based upon the degree of attainment of performance targets.

(d) Payment of  Earned Performance Awards. Payments of earned
Performance  Awards shall be made in cash  or shares of Common Stock
or a combination  of cash and shares of Common Stock,  in the
discretion of the Committee. The  Committee, in its sole discretion,
may provide  such terms and conditions with respect to  the payment
of earned Performance Awards  as it may deem desirable.

8.2. Terms of Performance Awards.

(a) Termination of Employment. Unless otherwise provided below or in
Section 8.3, in the case of a Participant's Termination of Employment
prior to the end  of an Award Period,  the Participant will not  have
earned any Performance  Awards for that Award Period.

(b) Retirement. If a Participant's  Termination of Employment is because
of Retirement prior to  the end of an Award Period, the  Participant will
not be  paid any  Performance Award,  unless the  Committee, in  its sole
and  exclusive discretion, determines that an Award should be paid. In such
a case, the Participant shall be entitled to receive a pro-rata portion
of his or her Award as
determined under subsection (d) of this Section 8.2.

(c) Death or Disability. If a Participant's Termination of Employment is
due to death or to disability (as determined in the sole and exclusive
discretion of the Committee) prior to the  end of an Award Period, the
Participant or the Participant's personal representative shall be entitled
to receive a pro-rata share of his or her Award as determined under
subsection (d) of this Section 8.2.

(d) Pro-Rata Payment.  The amount of any payment to be  made to a
participant whose employment  is terminated by Retirement, death  or
disability  (under the  circumstances described  in subsections  (b)
and  (c)) will  be the  amount  determined by multiplying (i) the amount
of the Performance Award that would have been earned through the end
of the Award Period had such employment not been terminated by (ii) a
fraction, the numerator of which is the number of whole months such
Participant was employed during the Award Period,  and the denominator
of which is the total number of months  of the Award Period. Any such
payment made to a Participant whose employment is terminated prior to
the end of an Award Period shall be made at the end of such Award Period
, unless otherwise determined by the  Committee in its sole discretion.
Any partial payment previously made or credited to a deferred account
for the benefit of a  Participant in accordance with Section 8. 1 (d) of
the Plan shall be subtracted from the amount otherwise determined as
payable as provided in this Section 8.2(d).

(e)  Other Events.  Notwithstanding anything  to the  contrary in  this
Article  VIII, the  Committee may,  in its  sole and exclusive
discretion,  determine to  pay all  or any  portion of a  Performance
Award  to a  Participant who  has terminated employment prior to the
end of an Award Period under certain circumstances (including the death
, disability or Retirement of the Participant or a material change in
circumstances arising after the Date of Grant), subject to such terms
and conditions as the Committee shall deem appropriate.

8.3. Change  in Control. Unless otherwise  provided by the Committee
in the applicable Award  Agreement, in the  event of a Change in Control,
all  Performance Awards for all Award Periods shall immediately become
fully payable to all Participants and shall be paid to Participants within
thirty (30) days after such Change in Control.

ARTICLE IX.

TERMS APPLICABLE TO ALL AWARDS GRANTED UNDER THE PLAN

9.1. Plan Provisions Control  Award Terms. The terms of the Plan  shall
govern all Awards granted under the  Plan, and in no event shall the
Committee have the power to grant  any Award under the Plan the  terms
of which are contrary  to any of the provisions of the Plan. In the
event any provision of any Award granted under the Plan shall  conflict
with any term in the Plan as constituted  on the Date of Grant of
such Award, the term in the  Plan as constituted on the Date  of Grant
of such Award shall control. Except  as provided in Section 9.3 and
Section  9.7, the terms of any Award granted  under the Plan may not be
changed after the Date of Grant of such Award so as to materially decrease
the value of the Award without the express written approval of the holder.

9.2. Award Agreement. No  person shall have any rights under  any Award
granted under the Plan unless  and until the Company and the Participant
to whom  such Award shall have been granted shall have executed and  d
elivered an Award Agreement or the Participant shall  have received and
acknowledged notice of  the Award authorized by  the Committee expressly
granting the Award to such person and containing provisions setting
forth the terms of the Award.

9.3. Modification  of Award  After Grant. No  Award granted under  the
Plan to  a Participant  may be modified  (unless such modification does
not materially  decrease the  value of  that Award) after  its Date
of Grant  except by  express written agreement between the Company and
such Participant, provided that any such change (a) may not be
inconsistent with the terms of the Plan, and (b) shall be approved
by the Committee.

9. 4. Limitation on Transfer. Except as provided in  Section 7.1(c) in
the case of Restricted Shares, a Participant's rights and interest under
the  Plan may not be assigned or transferred  other than by will or the
laws  of descent and distribution and, during the  lifetime of a
Participant, only  the Participant personally (or the  Participant's
personal representative) may exercise rights under  the Plan. The
Participant's Beneficiary may exercise the Participant's  rights to the
extent they are exercisable under the Plan following the death of the
Participant.

9. 5. Taxes. The Company shall be entitled, if the Committee deems it
necessary or desirable, to withhold (or secure payment from the
Participant in  lieu of withholding) the amount of any  withholding or
other tax required by law  to be withheld or paid by the Company with
respect to any amount payable and/or shares issuable under such
Participant's Award and the Company may defer payment of cash or issuance
of shares upon  exercise or vesting of an Award unless indemnified to
its satisfaction against any liability for any  such tax. The amount
of such withholding or tax payment  shall be determined by the Committee
and shall be payable by the Participant at such time as the Committee
determines in accordance with the following rules:

(a) The Participant  shall have the right to  elect to meet his or  her
withholding requirement (i) by  having withheld from such Award  at the
appropriate time  that number of  shares of Common Stock,  rounded up to
the next whole share,  the Fair Market Value of which is equal to the
amount of withholding  taxes due, (ii) by direct payment to the Company
in cash of the amount of any taxes required to be withheld with respect
to such Award or (iii) by a combination of withholding such shares
and paying cash.

(b) The Committee shall have the  discretion as to any Award to cause the
Company to pay  to tax authorities for the benefit of the  applicable
Participant,  or to reimburse  such Participant  for, the individual
taxes which are  due on  the grant, exercise or  vesting of any  Award
or the lapse  of any restriction  on any Award  (whether by reason of
such Participant's filing of  an election under Section  83(b) of the
Code  or otherwise), including, but  not limited to,  Federal income tax,
state income tax, local  income tax and excise tax under Section 4999
of the Code, as well as for any  such taxes as may be
imposed upon such tax payment or reimbursement.

(c) In the case of Participants who are subject to Section 16 of the
Exchange Act, the Committee may impose such limitations and restrictions
as it deems necessary or appropriate with  respect to the delivery or
 withholding of shares of Common Stock to meet tax withholding obligations.

9. 6. Surrender of Awards. Any Award granted under the Plan may be
surrendered to the Company for cancellation on such terms as the
Committee and the Participant approve.

9. 7 Adjustments to Reflect Capital Changes.

(a) Recapitalisation. The number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares,
the number and  kind of shares available for Awards subsequently granted
under  the Plan and the maximumnumber of shares in respect of which Awards
can be made  to any Participant in any calendar year shall be appropriately
adjusted to reflect  any stock  dividend, stock  split, combination or
exchange of shares,  merger, consolidation  or other  change in
capitalization with a  similar substantive effect upon  the Plan or the
Awards granted under the Plan.  The Committee shall have the power and
sole discretion to determine the amount of the adjustment to be made
in each case.

(b) Merger. After  any Merger in which  the Company is the surviving
corporation, each Participant shall,  at no additional cost, be entitled
upon any exercise of an Option or receipt of any other Award to receive
(subject to any required action by stockholders), in lieu  of the number
of  shares of Common Stock receivable  or exercisable pursuant to such
Award prior to such Merger, the number and class of shares or  other
securities to which such Participant would have been entitled pursuant
to the terms  of the Merger if, at  the time of the  Merger, such
Participant had been  the holder of record of  a number of shares  of
Common  Stock  equal  to the  number  of  shares of  Common  Stock
receivable  or  exercisable  pursuant to  such Award. Comparable  rights
shall accrue  to each Participant in  the event of  successive Mergers
of the  character described above. In the event of a Merger in which
the Company is not the surviving corporation, the surviving, continuing,
successor or purchasing  corporation, as the  case may be (the
"Acquiring Corporation), will  either assume the Company's  rights and
obligations under  outstanding Award Agreements  or substitute awards
in respect of  the Acquiring Corporation's  stock for outstanding
Awards, provided, however, that if the Acquiring  Corporation does not
assume or substitute for such outstanding Awards, the Board shall
provide prior to the Merger that any unexercisable and/or unvested
portion of the outstanding Awards shall  be immediately  exercisable
and vested  as  of  a date  prior  to such  merger  or consolidation,
as  the Board  so determines. The exercise and/or vesting  of any
Award that was permissible solely by reason  of this Section 9.7(b)
shall be conditioned upon  the consummation of  the Merger. Any Options
which are neither  assumed by the Acquiring  Corporation not
exercised as of the date of the Merger shall terminate effective as of
the effective date of the Merger.

(c) Options to Purchase Shares  or Stock of Acquired Companies. After
any merger in which  the Company or a Subsidiary shall be a  surviving
corporation,  the Committee  may grant substituted  options under  the
provisions of  the Plan,  pursuant to Section 424 of  the Code, replacing
old options  granted under a plan of  another party to the merger whose
shares of stock subject  to the old  options may  no longer  be issued
following the  merger. The  manner of  application of  the foregoing
provisions to such options and any appropriate adjustments shall  be
determined by the Committee in its sole discretion. Any such adjustments
may provide  for the  elimination of any  fractional shares  which might
otherwise  become subject  to any Options.

9.8 No  Right to Employment. No  employee or other person  shall have any
claim of right to  be granted an Award  under the Plan. Neither the Plan
nor any action taken hereunder shall  be construed as giving any employee
any right to be retained in the employ of the Company or any of its
Subsidiaries.

9.9. Awards Not Includable for  Benefit Purposes. Payments received by a
Participant pursuant to  the provisions of the Plan shall not be included
in  the determination of benefits under any pension, group insurance  or
other benefit plan applicable to the Participant which is maintained by
the Company or  any of its Subsidiaries, except as may be provided under
the terms of such plans or determined by the Board.

9.10. Governing Law.  All determinations made and actions  taken pursuant
to the Plan  shall be governed by the  laws of the State of Texas and
construed in accordance therewith.

9.11. No  Strict Construction. No rule  of strict construction  shall be
implied against  the Company, the Committee  or any other person  in the
interpretation of any  of the  terms of  the Plan, any  Award granted
under the Plan  or any  rule or procedure established by the Committee.

9.12. Captions. The  captions (i.e., all Section  headings) used in the
Plan  are for convenience only, do  not constitute a part of the Plan,
and shall not be deemed to limit, characterize  or affect in any way
any provisions  of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.

9.13. Severability. Whenever possible, each  provision in the Plan
and every Award at any  time granted under the Plan shall be interpreted
in  such manner as to be effective  and valid under applicable law,
but if any provision of the  Plan or any Award at any time  granted under
the Plan shall be held  to be prohibited by or invalid under applicable
law, then (a) such provision shall be deemed amended to accomplish the
objectives  of the provision as originally written to the fullest extent
permitted by law and  (b) all other provisions of the Plan,  such Award
and every other Award at any  time granted under the Plan shall remain in
full force and effect.

9.14. Amendment and Termination.

(a) Amendment. The Board shall have complete power and authority  to
amend the Plan at any time without the authorization or approval of the
Company's stockholders, unless the  amendment (i) materially increases the
benefits accruing to Participants under the  Plan, (ii) materially
increases  the aggregate number of  securities that may be  issued under
the  Plan or (iii) materially modifies the  requirements as to
eligibility for participation in  the Plan, but in each case  only to
the extent then required by the Code  or applicable law, or deemed
necessary or advisable by the  Board. No termination or amendment of
the Plan may, without the  consent of the Participant to whom any Award
shall theretofore  have been granted under the Plan, materially
adversely affect the right of such individual under such Award.

(b) Termination. The Board shall have  the right and the power to
terminate the Plan at any  time. No Award shall be granted under the
Plan after  the termination of the Plan, but the  termination of the
Plan shall not have any  other effect and any Award outstanding  at the
time of the  termination of the Plan  may be exercised after
termination of the Plan  at any time prior to the expiration date of
such Award to the same extent such Award would have been  exercisable
had the Plan not been terminated.

EXHIBIT 4.2

STOCK GRANT AGREEMENT

Pursuant to

United Film Partners, Inc.

2001 Stock Incentive Plan

This Stock Grant Agreement (the "Agreement"), dated ___________, 2001,
is made by and between united Film Partners, Inc., a Texas corporation
(the "Company"), and __________________________________ (the "Grantee").

The Grantee is a ______________________________________________ of the
Company.

For Grantee's service to the Company including___________________,
the Compensation Committee (the "Committee") of the Board of Directors
has determined that it is in the best interests of the Company to issue
to the Grantee restricted common stock of the Company as compensation
for said services that the Grantee has rendered and will continue to
render to the Company, on the terms and conditions set forth herein.

In consideration of the premises and the mutual agreements set forth
below, the parties hereto agree as follows:

1.Grant of Stock. Pursuant to the terms and conditions set forth herein,
the Company hereby grants and issues to the Grantee (the "Grant") as of
the date hereof (the "Grant Date"), up to an aggregate of
 _________________________ shares (the "Shares") of common stock, par
value $.0001 per share, of the Company (the "Common Stock") as hereinafter
provided.

2. Non-transferability. Until the Shares hereunder shall vest in
accordance with Section 3 hereof, the Shares and any other rights granted
hereunder shall not be transferable or assignable by the Grantee
(whether by operation of law or otherwise) except by will or the laws
of descent and distribution or, if then permitted under Rule 16b-3,
pursuant to a qualified domestic relations order as defined under the
Code or Title I of the Employee Retirement Income Security Act of 1974,
 as amended, or the rules thereunder.

3. Vesting of Shares. Subject to the other terms set forth herein, the
Shares will vest with the Grantee in full on
_________________________________, 2001.

4. Taxes. The Company or any Subsidiary or Affiliate is authorized to
withhold from any distribution of Shares amounts of withholding and other
taxes due in connection with any transaction involving the Grant, and to
take such other action as the Committee may deem advisable to enable the
Company or such Subsidiary or Affiliate and the Grantee to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to the Grant, if any. This authority shall include authority to
withhold or receive Shares or other property and to make cash payments in
respect thereof in satisfaction of
the Grantee's tax obligations.

5. Termination of Employment. Upon termination of Grantee's employment for
any reason, including the breach by the Grantee of the employment agreement
among the Grantee and the Company or its subsidiaries, if any, any Shares
not already vested in accordance with Section 3 hereof, shall be subject to
immediate forfeiture in all respects and Grantee shall have no right or
claim to any such unvested Shares.

6. Adjustments. In the event that the Committee shall determine, in its
sole discretion, that any dividend or other distribution (whether in the
form of cash, shares of Common Stock or other property), recapitalization,
stock split, reverse split, any reorganization, merger, consolidation,
spin-off, combination, repurchase, share exchange, license arrangement,
strategic alliance or other similar corporate transaction or event affects
the Shares such that an adjustment is appropriate to prevent dilution or
enlargement of the rights of the Grantee, then the Committee shall make
such equitable changes or adjustments as it deems necessary or appropriate
to any or all of the number and kind of Shares which may thereafter be
issued in connection herewith.

7. No Rights as Stockholder. The Grantee shall have no rights as a
stockholder with respect to any Shares subject to the Grant prior to the
date on which such Shares shall vest in accordance with Section 3 hereof.

8. Representations of the Company.

a. Organization and Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Texas.

b. Corporate Power. The Company has all necessary corporate power and
authority to execute, deliver and perform this Agreement and the
transactions contemplated hereby, and has all requisite corporate power
and authority to issue the Shares hereunder and to carry out the
transactions contemplated hereby.

c. Shares. Upon issuance, the Shares will be duly authorized, validly
issued, fully paid and nonassessable, and issued in accordance with
applicable laws.

9. Representations of the Grantee.

a. Authority. The Grantee has duly executed and delivered this Agreement
to the Company, and its obligations hereunder are the legal, valid and
binding obligations of the Grantee and are enforceable in accordance
with their terms.

b. Restriction on Transfer; Risk of Forfeiture. The Grantee hereby
acknowledges and agrees that the Shares have not been registered under
the Securities Act of 1933, as amended (the "Act"), or qualified with
the securities regulatory agency of any state and may not be resold or
otherwise disposed of unless registered under the Act or qualified with
the securities regulatory agency of any state which has jurisdiction
over any such transfer or unless an exemption from such registration or
qualification is available. The Grantee will transfer the Shares only
in accordance with the applicable requirements of all federal and state
securities laws. The Grantee acknowledges that the certificate(s)
evidencing the Shares will bear a legend regarding restriction on transfer.
The Grantee further acknowledges that the Shares are subject to a
substantial risk of forfeiture as set forth in Section 5 hereof.

c. Investment. The Grantee is receiving the Shares for its own account,
for investment purposes only, and not for the account of any other person,
and not with a view to, or for offer or sale in connection with, any
distribution, assignment or resale to others or to fractionalization in
whole or in part.

10. No Rights to Continued Employment. Nothing in the Grant or this
Agreement shall confer upon the Grantee the right to continue in service
or be entitled to any remuneration or benefits not set forth in this
Agreement or to interfere with or limit in any way the right of the
Company or any Subsidiary or Affiliate to terminate the Grantee's service
as an officer ofthe Company or any Subsidiary or Affiliate.

11. Compliance with Legal and Exchange Requirements. The granting,
issuance and delivery of the Shares pursuant to the terms of this
Agreement and the other obligations of the Company hereunder shall be
subject to all applicable federal and state laws, rules and regulations,
and to such approvals by any regulatory or governmental agency as may
be required. The Company, in its discretion, may postpone the issuance
or delivery of Shares hereunder until completion of such stock exchange
listing or registration or qualification of such Shares or other required
action under any state, federal or foreign law, rule or
regulation as the Company may consider appropriate, and may require the
Grantee to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of
Shares in compliance with applicable laws, rules and regulations.

12. Change in Control Provisions. In the event of a Change in Control,
as defined in the 2001 Stock Incentive Plan (the"Plan"), the Shares
shall become fully vested, whether or not theretofore vested as forth
herein, as more fully described within the Plan.

13. Notices. All notices or any other communications hereunder shall
be in writing and delivered personally or by registered or certified
mail or overnight courier, addressed, if to the Company, to United
Film Partners, Inc., 1224 N. Lincoln St., Burbank, Ca 91506, Attention:
Secretary; and if to the Grantee, at the address set forth on the
signature page hereof, subject to the right of either party to designate
at any time hereafter in writing some other address.

14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California and Texas
without giving effect to the conflict of laws principles thereof.

15. No Assignment. Neither this Agreement nor any of the rights or
obligations of the Grantee hereunder may be transferred or assigned
by the Grantee except as set forth in paragraph 2 hereof.

16. Benefits. This Agreement shall be binding upon and inure to the
benefit of the parties hereto. This Agreement is for the sole benefit
of the parties hereto and not for the benefit of any other party.

17. Severability. If any provision of this Agreement shall be
determined to be illegal and unenforceable by any court of law, the
remaining provisions shall be severable and enforceable in accordance
with their terms.

18. Amendments. No modification, amendment or waiver or any provision
of this Agreement shall be effective unless it is in writing and signed
by the parties hereto.

19. Counterparts. This Agreement may be executed in counterparts, each
of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by the Secretary, and Grantee has executed this Agreement, both as of
the day and year first above written.

United Film Partners, Inc.

By:
Stephen Stotesbery; Secretary

GRANTEE

By:
Name in print:
Address:

EXHIBIT 5.0/23.1

                              LAW OFFICES OF
                              William Stocker
phone(949)487-7295   34190 Sepulveda Avenue Suite 200  fax(949)487-7285
                        Capistrano Beach CA 92624

                              December 10, 2001

To the President and the
Board of Directors
United Film Partners, Inc.
1224 N. Lincoln St
Burbank, CA 91506

re: Opinion of Special Counsel

Dear President & Board of Directors:

     You have requested my Opinion in connection with the filing of a 1933
Act Registration on Form S-8 to attract, retain and compensate highly
competent key employees, non-employees, directors and consultants, in the
aggregate amount of $29,212.50 in the form of 1,187,500 shares of common
stock to be registered thereby. The Issuer's Common Stock is Registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934.

     It is my opinion that the securities proposed to be issued may be
validly and properly issued and that such an issuance would be lawful in
all respects. The 2001 Stock Incentive Plan Agreement is not a qualified
plan of any kind or sort and is not qualified for any special tax treatment
under State or Federal Law. If and when issued, the securities would be and
must be treated as the equivalent of cash paid and received back as the
purchase of securities. The Securities are registered at the nominal rate
of $7.30 per share for $7.30 of services performed. Actual awards would be
made in accordance with the Plan.

     It is accordingly my opinion that the issuance requested is entitled
to registration on Form S-8.

     I understand and consent to the use of this Opinion in connection
with your proposed filing of a 1933 Registration Statement on Form S-8.

Very Truly Yours,
/s/William Stocker
William Stocker
special securities counsel

EXHIBIT 24.1

POWER OF ATTOURNEY

                        POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of United Film Partners, Inc.,
a Texas corporation, do hereby constitute and appoint Stephen Stotesbery
the lawful attorney in-fact and agent with full power and authority to do
any and all acts and things and to execute any and all instruments which
said attorney and agent, determine may be necessary or advisable or
required to enable said corporation to comply with the Securities Act of
1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that said attorney and
agent, shall do or cause to be done by virtue thereof. This Power of
Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney and pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by the
following persons in the, capacities on this Thursday, November 29, 2001.

Signature                                     Title

/s/ Kevin Reem                                President,
Kevin Reem                                    Chief Executive Officer
                                              and Director

/s/ Stephen Stotesbery                        Secretary and Director
Stephen Stotesbery

/s/ Terence M. O'Keefe                        Treasurer  and Director
Teremce M. O'Keefe