EXHIBIT
10.33




LOAN
AGREEMENT




THIS LOAN AGREEMENT (the
“Agreement”) is made and entered into this 10th day of
December 2010 (the “Effective Date”), by and between Enerfund, LLC(“Enerfund”) a
Florida limited liability company, and Openfilm LLC, a Florida
limited liability company (“Openfilm”).





WHEREAS, Enerfund wishes to
make a loan to Openfilm, pursuant to the terms and conditions contained in this
Agreement, and Openfilm wishes to borrow funds from Enerfund pursuant to the
terms and conditions contained in this Agreement.





NOW, THEREFORE, in
consideration of the following premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:





1.           Loan.
Enerfund agrees to make a loan in the amount of One Million, Six Hundred and
Sixty Six Thousand and Twenty Dollars ($1,667,019.85) (the “Loan Amount”) to
Enerfund in accordance with the provisions hereof.




2.           Funding
of Loan.  On or before the Effective Date, Enerfund will
disburse the Loan Amount by one or more wire transfers of immediately available
funds to Openfilm.




3.           Interest.  From
the Effective Date, the Loan Amount shall accrue interest at the rate of 5% per
annum and shall be repaid on the Maturity Date (as defined
below).  Accrued interest will be paid on December 31 of each year
during the Term of the loan.




4.           Loan
Repayment.  Openfilm shall
repay the Loan Amount, and any interest accrued and unpaid thereon on the second
anniversary of the Funding Date (the “Maturity Date”).  Openfilm shall
be entitled to prepay the Loan Amount fully or partially at any time without
penalty or charge; provided that any such prepayment amount shall be applied
first to the payment of any interest accrued on the Loan Amount and outstanding
by the date of such prepayment and second to the repayment of the Loan
Amount.




5.           Events of
Default.  The occurrence of any of the following shall
constitute an “Event of Default” under this Loan Agreement:




(a)           Voluntary Bankruptcy or
Insolvency Proceedings.  Openfilm shall: (i) apply for or
consent to the appointment of a receiver, trustee, liquidator, or custodian of
itself or of all or a substantial part of its property, (ii) admit in writing
its inability, to pay its debts generally as they mature, (iii) make a general
assignment for the benefit of any of its creditors, (iv) be dissolved or
liquidated in full or in part, (v) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect or consent to any such relief or to the appointment of or
taking possession of its property by any official in an involuntary case or
other proceeding commenced against it, or (vi) take any action for the purpose
of effecting any of the foregoing; or




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(b)           Involuntary Bankruptcy or
Insolvency Proceedings.  Openfilm seeks the appointment of a
receiver, trustee, liquidator, or custodian of Enerfund or of all or a
substantial part of the property thereof, or an involuntary case or other
proceedings seeking liquidation, reorganization, or other relief with respect to
Openfilm or the debts thereof under any bankruptcy, insolvency, or other similar
law or hereafter in effect shall be commenced and an order for relief entered or
such proceeding shall not be dismissed or discharged within sixty (60) days of
commencement; or




(c)           Failure to Pay Loan Amount
or Interest when Due.  Openfilm fails to pay the Loan Amount
and/or accrued interest when due and payable and such failure continues for
sixty (60) business days from the date of receipt of written notice of such
failure.




If
payment is not received in sixty (60) calendar days following demand by
Enerfund, then an Event of Default shall be deemed to have occurred Enerfund may
accelerate repayment of the Loan Amount and may take any actions to satisfy the
Loan Amount, accrued interest, and expenses (amounts recovered will first be
applied to expenses, then accrued interest and then outstanding
principal).




6.           Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida applicable to contracts made and to be
performed entirely within such state.




7.           Arbitration.





(a)              The
Parties hereby submit to the exclusive jurisdiction of the American Arbitration
Association (AAA). Any and all disputes and controversies arising under,
relating to or in connection with this Agreement shall be settled exclusively by
arbitration by a panel of one (1) arbitrator under the Commercial Rules of the
AAA and the appointing authority shall be the AAA. The English language shall be
used as the written and spoken language for the arbitration and all matters
connected with all references to arbitration.




(b)              Each
Party hereby irrevocably waives any right it may have to object to an action
being brought in the AAA, to claim that the claim has been brought in an
inconvenient forum or to claim that the AAA does not have exclusive
jurisdiction, provided that proceedings may be brought in another jurisdiction
in order to enforce a judgment of the courts of the AAA.




8.           Notices.  All notices, requests, demands, and
other communications required or permitted hereunder shall be in writing and
shall be deemed to have been duly givenwhen delivered personally or by
verifiable facsimile transmission, unless such delivery is made on a day that is
not a business day, in which case such delivery will be deemed to be made on the
next succeeding business day and (ii) on the next business day after timely
delivery to a reputable overnight courier, to the parties at the following
addresses:




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(a)      If to Enerfund to:





Enerfund,
LLC


Attn.:
Mike Zoi


Fax: +1
888 567 0701





or to such other Person or address as
Group24 shall furnish by notice to the other parties in
writing.





(b)      If toOpenfilm, to:





Openfilm, LLC


Attention:Dmitry Kozko


Email:dk@openfilm.com





9.           Attorneys
Fees.  In the event of a dispute between the parties, the
prevailing party shall be entitled to all reasonable attorneys’ fees and costs
incurred in connection with any trial, arbitration, or other proceeding as well
as all other relief granted in any suit or other proceeding.




10.           U.S.
Dollar Denominated. Except where specifically provided otherwise, all
transactions herein shall be in U.S. Dollars.




11.           Entire
Understanding. This Agreement contains the entire understanding between
the parties hereto and supersedes any and all prior agreements, understandings,
and arrangements relating to the subject matter hereof. No amendment,
modification or other change to, or waiver of any provision of, this Agreement
may be made unless such amendment, modification or change is set forth in
writing and is signed by each of the parties hereto.




12.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which together shall constitute the same
agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission.




13.           Assignment.Upon the transfer of the
debt pursuant to this Agreement or any portion thereof, the rights of Enerfund
hereunder with respect to the debt or portion thereof so transferred shall be
assigned automatically to the transferee thereof, and such transferee shall
thereupon be deemed to be a party to this Agreement as though an original
signatory hereto, as long as: (i) Openfilm is, within a reasonable period of
time following such transfer, furnished with written notice of the name and
address of such transferee, and (ii) the transferee agrees in writing with
Enerfund to be bound by all of the provisions hereof.




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14.           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




15.           Third
Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.




IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.




Enerfund,
      LLC
              
              
              Openfilm, LLC/s/
      Mike Zoi
              
              
              /s/
      Dmitry KozkoName:  Mike
      Zoi
              
              
              Name:
      Dmitry KozkoTitle:    Managing
      Member
              
              
              Title:   
      CEO


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