Arclight Films has picked up international sales rights totwo new films: $15m contemporary comedy thriller Three Bad Men and US comedy Nothing But The Truth.

Three Bad Men is oneof the first films to emerge from Priority Pictures, the new company headed byColin Leventhal and Marion Pilowsky. It is produced by Priority and AnthonyMinghella and Sydney Pollack's Mirage Enterprises with Canada'sRemstar as co-producer.

Directedby Paul Weiland, whose previous credits include Mr Bean, City Slickers II and Roseanna's Grave, ThreeBad Men follows atrio of disaffected assassins as they try to settle down in suburban America.The screenplay was written by Peter Straughan.

Priority is in the closing stages of negotiations with WoodyHarrelson and Brendan Fraser to star. Producer Pollack is committed to a cameorole.

Production will begin in late May with a 40-day shoot inboth Canada and the UK and post-production in the UK. Finance is a familiar mixof pre-sales, UK tax money and Canadian "soft" money.

"Peter Straughan'ssparkling European wit transposed into a North American framework has created aunique and wonderful world. We love this story," said Arclight co-chiefGary Hamilton.

"Colin and I are thrilled to be working again withGary. Three Bad Men fits perfectlywithin the Arclight slate of smart commercial independent films," saidPilowsky.

Producercredits go to Pilowsky, Minghella and Remstar's Maxime Remillard.Executive credits are shared by Hamilton, Pollack and Leventhal.

Priority was formed in July last year after Pilowsky,UIP's former acquisitions chief, left her most recent job as head ofEuropean production at Myriad Pictures. Leventhal, who continues to act asconsultant to UK tax fund operator Grosvenor Park, previously headed HAL, a Miramax-backedproduction company responsible for titles including Mansfield Park, Elephant Juice, About Adam and BirthdayGirl.

Meanwhile, Arclight Films has also acquired internationalsales rights on new US comedy Nothing But The Truth which is being produced by Mark Canton'sAtmosphere Entertainment MM and distributed domestically by New Line Cinema.Relativity Media is arranging financing and co-producing the film withAtmosphere.

Directed by Christian Charles (Comedian), the film is the first starring vehicle for hotyoung actor Ryan Pinkston whose previous credits include Spy Kids 3,Soul Plane and MTV's hit US TV seriesPunk'd.

He will play a teenager who, after telling a series ofelaborate lies to try and impress the cool kids, finds himself magically forcedto live them all out.

The film was originally set up in May 2002 when New Lineacquired the spec script which has been re-written in a new draft by Jon Lucasand Scott Moore.

Canton and Bernie Goldmann of Atmosphere are producing with Steve Barnet of Atmosphere serving as executive producer alongside Ryan Kavanaugh and Lynwood Spinks of Relativity. Mark Kaufman and Matt Moore will oversee the production for New Line.

Set tobegin production in late spring, Nothing But The Truth is described by Canton and Goldmannas Liar Liarmeets American Pie. "'NothingBut The Truth'is a refreshing and really well-written script that will attract buyers as wellas audiences worldwide," added Hamilton. "The concept is universaland will easily travel as a very marketable youth comedy."