MPS DISTRIBUTION

We realize how valuable your time is, and we know you have more important things to worry about than prints going out on time to your clients, theatres, or broadcast stations. Our staff will package and ship your dubs or prints using the carrier you prefer. Your prints will go out "on time" guaranteed with our FLIGHT CONFIRMATION REPORT enclosed with each order; plus we'll follow-up with a phone call to make sure your order was delivered to the right person in plenty of time for your showing. It doesn't get any better than that! Ask your sales representative about HASSLE-FREE DISTRIBUTION from Motion Picture Services.

MPS TERMS & CONDITIONS

1. PRICES

Prices charged shall be the prices of MPS ENTERTAINMENT CORPORATION or its subsidiary company MOTION PICTURE SERVICES in force at the date of acceptance of elements for processing. MOTION PICTURE SERVICES may be referred to in this schedule as MPS or the LICENSEE. Prices are subject to change without notice.

2. SHIPPING

Shipping and/or transportation to and from MPS shall be at the customer's risk and expense. Local, State, Federal and other governmental taxes for sales, use, manufacturing and excise shall be added to all MPS prices.

3. TERMS OF PAYMENT

All production services are payable in advance unless credit has been established with MOTION PICTURE SERVICES. No services will be performed before pre-payment is made or established. If a credit account has been established the advertiser/client/licensee agrees to pay the invoice amount in full within ten (10) days from the actual invoice date. Customer agrees to comply with the credit terms set forth and extended by MPS. Any claims for adjustment in connection with an invoice must be presented in writing within ten (10) days of the date of the invoice in question. Interest at the maximum rate allowed by law will be charged on accounts not paid within ten (10) days. MPS reserves the right to require full payment in advance for any portion of, or all services rendered.

4. STRAIGHT TIME LABOR

Straight time labor is that which occurs between 8 a.m. and 11 p.m. Monday through Friday, not exceeding 8 hours total duration. All other labor will be billed at applicable overtime rates. All work performed on weekends or holidays will be billed at applicable labor overtime rates. Talent provided by members of a union may carry additional restrictions.

5. MINIMUMS

All facilities will be billed with specific minimums, and in 1/4 hour increments thereafter, unless otherwise indicated.

6. CANCELLATIONS

Cancellations made with less than 24 hours notice of scheduled work will be charged 100% of facilities booked; made less than 48 hours of scheduled work will be charged 50% of the facilities booked unless other arrangements have been made or a second customer can be scheduled to perform the same or similar work. Weekend cancellations must be made by 5 p.m. of the previous Thursday to avoid full charges. In the event of cancellation, by MPS or the advertiser of an ad flight schedule placed by MPS, said cancellation will take effect for 48 hours for television and 30 days for theatres after notification in writing. The advertiser agrees to pay the total amount of all bills, including past due payments for services rendered plus a cancellation fee equal to thirty percent (30%) of the unserviceable portion of the contract plus the unpaid portion of the production charges plus all costs, including reasonable attorney's fees incurred by MOTION PICTURE SERVICES to effect collection of the aforementioned charges.

7. LIMITATION OF LIABILITY and LIMITATION OF WARRANTY

Customer's materials and tapes are received, processed, used and stored by MPS solely at the customer's risk. MPS shall not insure any of the customer's materials while in the possession of MPS or while in transit. To protect customer's material, MPS recommends that the customers order a duplication. MPS shall not be liable for any lost profits or other damages caused by the loss, damage or destruction of materials belonging to customer or to any other person unless caused by the negligence of MPS, in which event the liability of MPS shall be limited to the replacement of a similar quantity of materials. MPS shall not be liable to customer or to any other person for any act of omission of any other person selected by MPS to perform services or furnish materials for customer. If materials furnished by MPS are found to be defective in manufacture, MPS shall replace such materials with similar quantity of unexposed raw stock or blank tape provided customer notifies MPS in writing of such defect within 30 days after shipment. Except for such replacement, MPS shall have no further liability in connection with such defective materials. MPS makes no warranty, express or implied, with respect to the materials or services provided by it and assumes no responsibility for the character or quality of materials or services provided by it. MPS expressly disclaims all warranties, express or implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose. MPS will not be liable for any loss, damage or delay when client supplies either raw, coded or edited video tape stock for any edit session or dubbing. MPS will store all field footage for a period of one (1) calendar year solely at the client's risk. It is agreed that any film delivered to us by you for processing or any other purpose and any film processed by us under instruction from you, is held by us for your accommodation and solely at your risk, and that we shall not be liable for any damage to or loss of such film regardless of the causes for any such damage or loss. It is further agreed that film delivered to us, may be moved to or kept at such place or places as we deem desirable, there being no promise or representation, either expressed or implied, that film delivered to us for any purpose will be retained or kept in any designated place. The provisions are not subject to alteration or waiver without an express agreement in writing by our duly authorized officers.

8. LIENS

MPS shall have a lien on all elements delivered by the customer to us and all the elements made therefrom, for the balance of any account due us by the customer. MPS maintains a lien on all field footage resulting from projects shot below rate card prices, i.e. introductory packages, etc.

9. OWNERSHIP OF ELEMENTS

Customer warrants that it has the legal right of possession and use of elements delivered to us and agrees to hold us harmless from all liability arising therefrom and further agrees to defend us, at the customer's expense, from any action of proceedings arising from such liability. MOTION PICTURE SERVICES retains ownership of all designs, elements in non-composited form, and databases created by MOTION PICTURE SERVICES unless otherwise specified in writing.

10. ELEMENTS DEFINITION

The word "elements" as used herein refers to any film, videotape, audio tape, record, disc or recording of any configuration in use now or in the future, whether or not it carries pictures, sound, or is blank.

11. THE RIGHT TO REFUSE SERVICE

We may refuse to process any elements which we, in our sole discretion, deem unlawful, pornographic, degrading or incites prejudice or passion. All material brought to MOTION PICTURE SERVICES is subject to technical evaluation and may be rejected for use if it fails to meet minimum standards.

12. WARRANTIES/INDEMNIFICATION/COPYRIGHT

Client represents and warrants that it has obtained all rights and/or clearances necessary to use the material contained in the production, and that such material does not libel, defame or invade the rights of privacy or other rights of any party. Client will indemnify and hold harmless MOTION PICTURE SERVICES or its parent company MPS ENTERTAINMENT CORPORATION and its affiliations and their officers, directors, and employees from any loss, claim, damages or expense including costs or attorney's fees, arising from breach of the foregoing representations and warranties (such warranties, representations, and indemnities to survive termination of this agreement). MOTION PICTURE SERVICES may request written notification as proof of the ownership or the rights to represent a product or service as it applies to the clients application for a contract with the licensee.

13. CIRCUMSTANCES BEYOND THE COMPANY'S CONTROL

Notwithstanding any other provision or agreement to the contrary, MOTION PICTURE SERVICES or its parent company MPS ENTERTAINMENT CORPORATION shall not be in default, nor shall it be liable to the customer or any other party for any damages or losses of any kind whatsoever, for delays or failures of performance caused directly or indirectly by Acts of God, labor disputes, shortages of suitable parts, materials or labor, or any other causes beyond the reasonable control of MOTION PICTURE SERVICES.

14. RELEASE

The client authorizes MOTION PICTURE SERVICES, its successors and assigns, to retain and to use the "still" photos and/or motion pictures and/or tape of any kind submitted and/or authorized by the advertiser in connection with the advertising campaign ordered herein. They shall be exhibited throughout each schedule campaign and shall then be retained by MOTION PICTURE SERVICES as its film library upon completion of said schedule.

DMA market classifications are elements of the A.C. Neilsen Company. BMI/ASCAP are registered trademarks of Broadcast Music, Inc. and American Society of Composers and Performers, respectively.

Talent-Net, Info-commercial, and Video Brochure™ are registered trademarks of MPS ENTERTAINMENT CORPORATION. No part of this publication may be copied or duplicated without written permission. All rights reserved.