**Exhibit10.24**

 

 

**JOINT VENTURE AND PRODUCTION AGREEMENT**

 

This Agreement is enteredinto on the 17th day of August, 2004, by and between the following:Neon DVD Inc. a Nevada corporation (hereafter referred to as “Producer”),Public Media Works, Inc., a Delaware corporation (hereafter referred to as“Production Company”), and Familian Productions, LLC, a Nevada limitedliability company (hereafter referred to as “Investor”) (each a “Party” andcollectively the “Parties”).

 

ARTICLE I

GENERAL PROVISIONS

 

1.01         Business Purpose. The business of the Joint Venture shall beas follows: to create and exploit the “Property” tentatively titled “America’sStrip Search”, beginning with a “pilot” product for distribution and sale intothe worldwide broadcast and media markets.

 

1.02         Term of the Agreement. This Joint Venture shall commence onthe date first above written and shall continue in existence until terminated,liquidated, or dissolved by law or as hereinafter provided.

 

1.03.        Joint Venture and Formation.

 

a.                                       ENTITY FORMATION. Prior to Closing. TheParties shall form a new Nevada Limited Liability Company, named NFPMW, LLC, in accordance withthe laws of Nevada and assisted by counsel licensed to practice law in Nevada,to develop and produce the Property (the new entity hereinafter referred to asthe “Joint Venture”).

i.                                          Managers. The Producer shall be the managingmember of the Joint Venture and shall designate administrative personnel to manage the Joint Venture (the“Managers”).

ii.                                       Operating Agreement. Within ten (10) days ofthe execution of this Agreement, the Parties shall retain counsel to form the Joint Venture, and shall have executedan operating agreement compatible with this Agreement on behalf of the JointVenture (the “Operating Agreement”).

b                                         OWNERSHIP. The shares of ownership shall beProducer with fifty percent (50%), the Investor with twenty-five percent (25%) and ProductionCompany with twenty-five percent (25%).

c.                                       POWER TO BIND. The Parties agree that, aspromoters of the Joint Venture, and the expected sole owners of the JointVenture, they expressly have the power to bind the Joint Venture to theobligations and duties set forth in this Agreement prior to the formation ofthe Joint Venture and subject to the Operating Agreement thereafter.

d.                                      INITIAL TASKS AFTER FORMATION. The JointVenture shall, as soon as possible after formation, perform the followingtasks:

i.                                          Prepare Budgets - Prepare detailed productionand operations budgets subject to the Budget, as defined herein.

ii.                                       Establish Bank Accounts - Establish bankaccounts for the Joint Venture.

e.                                       BUDGET APPROVALS. All proposed budgets shallrequire approval by the Parties.

f.                                         INDEPENDENT ENTITY. The Parties agree that theJoint Venture shall be an independent entity capable of binding itself to otheragreements, including entering into television show production and distributionagreements.

g.                                      ADDITIONAL CAPITAL. If the capitalcontributions required by the Joint Venture from the Parties exceedseventy-five thousand dollars ($75,000), then the Parties may either (i)provide such additional capital as agreed to in writing by the Parties (the“Additional Investment Sum”), or (iii) raise funds through such other means ortake such other actions as the Joint Venture may determine. Under no circumstancesshall the Investor be liable for, or required to contribute to, any AdditionalInvestment Sum without the specific written consent of the Investor.

 

ARTICLE II

GENERAL DEFINITIONS

 

The following comprise thegeneral definitions of terms utilized in this Agreement:

 

2.01         Affiliate. An Affiliate of an entity is a person that, directly or indirectlythrough one or more intermediaries, controls, is controlled by or is undercommon control of such entity.

 

2.02         Capital Contribution(s). The capital contribution to theJoint Venture actually made by the parties, including property, cash and anyadditional capital contributions made.

 

2.03         Property. Property shall mean the concept, pilot episode andsubsequent episodes of a reality-style television program about strippers,exotic dancers, topless dancers or professional erotic dancers, tentatively setin Las Vegas and tentatively titled “America’s Strip Search”.

 

2.04         Profits and Losses. Any income or loss of the Joint Venturefor federal income tax purposes determined by the Joint Venture’s fiscal year,including, without limitation, each item of Joint Venture income, gain, loss ordeduction.

 

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2.05 Territory. Territoryshall mean the Universe.

 

ARTICLE III

OBLIGATIONS OF THE PARTIES TO THIS AGREEMENT

 

3.01         That Producer will act as the managing entity of the JointVenture, and assist in the exploitation of the Property in the worldwidebroadcast and media markets.

 

3.02         That the Production Company will have the exclusive rightand obligation to provide production services necessary for the production ofthe pilot episode, air time of approximately thirty (30) minutes, andsubsequent episodes according to the terms herein and as may be furtherdescribed in the Operating Agreement, and assist in the exploitation of theProperty in the worldwide broadcast and media markets. Production Company shallhave the exclusive right and obligation to approve changes regarding materials,actors, personnel, vendors (other than the vendor referenced in Section 10.08),and make general “day-to-day” production decisions, which it may assign tothird parties and its Affiliates as necessary to produce the Property.

 

3.03         That Investor will advance the Joint Venture a CapitalContribution of SEVENTY-FIVE THOUSAND DOLLARS ($75,000.00) (the “Investment”)which shall be used to produce the initial pilot episode and pay the associatedstart-up costs of the Joint Venture.

 

ARTICLE IV

ALLOCATIONS

 

4.01         Profits and Losses. Except as specifically provided forherein, commencing on the date this Agreement is executed, and ending on thetermination of the business of the Joint Venture, all profits, losses and otherallocations to the Joint Venture shall be allocated as follows at the conclusionof each fiscal year:

 

Producer: Fifty percent (50%)

 

Production Company:Twenty-five percent (25%)

 

Investor: Twenty-five percent(25%)

 

4.02         The allocated percentages above shall be construed to equala respective equity ownership of the Joint Venture and Property by each Partyto this Agreement. These ownership rights include all rights now or hereafterknown, but are not limited to, the copyright and all rights of copyright;trademarks or tradenames; and any and all other ownership and exploitation rightsnow or hereafter recognized in any Territory, including all rental, lending,fixation, reproduction, broadcasting, distribution, spin-offs and syndicationand all other rights of communication by any and all means, media devices,processes and technology, now known or later created.

 

4.03         Repayment of Investment. Prior to any distribution ofprofits to Producer as set forth in Section 4.01, the Joint Venture shallreimburse Investor for the value of the Investment. Such reimbursement shallbegin within thirty (30) days of the end of the first calendar month in whichthe Joint Venture receives income from, related to, or arising out of the ofthe Product or licensing the Product. The allocation of profits to Producer setforth in Section 4.01 shall only occur after the full value of the Investmenthas been paid to the Investor.

 

ARTICLE V

RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT

 

5.01         Business of the Joint Venture.

 

5.02         Except as specifically provided for herein, Producer shallhave full, exclusive and complete authority and discretion in the managementand control of the business of the Joint Venture for the purposes herein statedand shall make all decisions affecting the business of the Joint Venture. Assuch, any action taken shall constitute the act of, and serve to bind, theJoint Venture. Producer shall require prior written consent from the ProductionCompany for any extraordinary expenses paid or incurred by the Producer, andshall not be permitted to bind the Joint Venture pursuant to Article VIIIhereto.

 

5.03         The Production Company shall manage and control theproductions of the Joint Venture to the best of its ability and shall use itsbest efforts to carry out the business of the Joint Venture, and produce theepisodes in a professional manner with regards to industry standards. As such,any action taken shall constitute the act of, and serve to bind, the JointVenture. Production Company shall require prior written consent from theProducer for any extraordinary expenses paid or incurred by the ProductionCompany, and shall not be permitted to bind the Joint Venture pursuant toArticle VIII hereto.

 

5.04         Investor shall not participate in or have any control overthe Joint Venture business nor shall it have any authority or right to act foror bind the Joint Venture. The Investor shall not be obligated to contributeany funds exceeding the Investment. Subject to Article VIII herein, theInvestor shall not be liable for the debts, obligations, encumbrances or acts

 

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of the Joint Venture beyondthe amount of the Investor’s Capital Contribution and any Additional InvestmentSums paid by the investor to the Joint Venture, or as may be expressly agreedby mutual written consent of the Parties.

 

5.05         The Parties warrant that each is free or has obtainedwritten permission to enter into and perform the Agreement, and they are notunder any restriction or obligation which will impair their full performancehereunder, or impair Joint Venture’s full enjoyment of its rights hereunder.Without limiting the foregoing, each of the Parties specifically warrants andrepresents that none of the Parties, nor any other person rendering services inconnection with the production of the Property, is or will be a party to acontract which would in any way impair the rights of the Joint Venture. Allepisodes produced shall be free of all liens and encumbrances, and there willbe no claims, demands or actions pending or threatened with respect thereto,other than such liens, encumbrances, claims, demands or actions arising fromJoint Venture’s acts or omissions. Neither any name(s) used by the Partieshereunder, the Property, any other matters or materials supplied by Partieshereunder, nor any exploitation or use of any of the foregoing, will knowinglyviolate or infringe upon and civil, personal or proprietary right of anyperson, including, but not limited to: trademarks, trade names, copyrights,rights of privacy and publicity; and all credit and title information providedby Parties hereunder upon delivery of each episode shall be accurate andcomplete. The Parties agree to be bound by the applicable terms and conditionsof any distribution, licensing, exploitation or similar agreement that JointVenture enters into with a third party regarding the Property.

 

5.06         The Joint Venture shall take all necessary steps to be thesole owner of, and to register, protect and maintain any and all copyright,trademark, trade dress and other intellectual property right in the Property.All contributions to the Property by the Parties herein and third parties shallbe deemed as “works for hire” commissioned by the Joint Venture.  To the extent that any contributions to theProperty by the Parties herein and third parties are not deemed to be “worksfor hire” commissioned by the Joint Venture, then such contributions shall bedeemed assigned, transferred and conveyed in their entirety to the JointVenture. The Joint Venture and the Parties will take all necessary steps toinsure that all written agreements to this effect are entered into by thirdparties. The Joint Venture shall secure from third parties that provide anycontribution to the Product, all copyrights, distribution rights, and rights ofpublicity required to develop, produce and market the Product and shall securerights to permit the broadcast and distribution of the Product.

 

5.07         The Joint Venture shall obtain rights of publicity releasesfrom any performers, entertainers and dancers that appear in the Product. The JointVenture shall also comply with all federal, state and local regulationsregarding the filming, production and broadcast of the Product, including, butnot limited to, complying with the requirements of 18**U.S.C. §2257.

 

5.08         The Parties represent and warrant that there are no pendingor threatened legal actions which may impact the ability of any Party toconduct its obligations pursuant to the Joint Venture and/or this Agreement.

 

ARTICLE VI

AGREEMENTS WITH THIRD PARTIES AMD WITH AFFILIATES

OF THE PARTIES TO THIS AGREEMENT

 

6.01         Validity of Transactions. Affiliates of the Parties to thisAgreement may be engaged to perform services for the Joint Venture. Thevalidity of any transaction, agreement or payment involving the Joint Ventureand any Affiliates of the Parties to this Agreement otherwise permitted by theterms of this Agreement shall not be affected by reason of the relationshipbetween them and such Affiliates or the approval of said transactions,agreement or payment. All agreements entered into pursuant to this Section 6.01shall be entered into on terms consistent with a competitive or “arms-length”transaction.

 

6.02         Other Business of the Parties to this Agreement. The Partiesto this Agreement and their respective Affiliates may have interests inbusinesses other than the Joint Venture business. The Joint Venture shall nothave the right to the income or proceeds derived from such other businessinterests and, even if they are competitive with the Partnership business, suchbusiness interests shall not automatically be deemed wrongful or improper.Nothing in this Agreement shall permit the Parties to pursue the development,production or commercialization of similar concepts to the Property (includingconcepts related to strippers, exotic dancers, or topless Las Vegas reviews andshows) without the expressed written consent of the Parties.

 

ARTICLE VII

PAYMENT OF EXPENSES

 

7.01         All budgeted expenses of the Joint Venture have beenapproved by the Parties and are attached hereto as Exhibit A (the “Budget”).The Budget shall be fully funded by the Investment, and shall be paid toProducer by Investor. Such investment shall be subsequently distributed to theProduction Company or third parties as necessary.

 

7.02         All production costs which, in the aggregate, amount to asum equal to or less than ten percent (10%) of the total Budget for theProperty, as defined in Section 7.01 hereto (the “Allowed Overage”), shall bethe sole responsibility of the Production Company, which may be paid by theProduction Company through its separate funds or by a completion bond orinsurance policy that the Production Company may purchase at its own expense.In the event that the Production Company purchases a completion bond orinsurance policy, the other Parties shall comply with all reasonable requestsby the Production Company in the procurement of such bond or policy. AllAllowed Overage costs and expenses made by the Production Company shall not bereimbursed to the Production Company by the Joint Venture or any parties to theJoint Venture. Should the Production Company reasonably believe that productioncosts will exceed the Allowed Overage; the Production Company shall provideprompt notice to all Parties indicating such cost increase. Should productioncosts exceed the Allowed Overage, the obligations of the Production Companypursuant to this Agreement

 

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shall cease unless and untilall Parties provide a method for addressing and funding such additional costsand expenses, over and above the Allowed Overage, including but not limited tocontributions of Additional Investment Sums by the Parties, and such method,for which all Parties shall provide written consent, shall be addended to thisAgreement and shall become a part thereof.

 

7.03         The budget for the production of the pilot episode shall beSEVENTY-FIVE THOUSAND DOLLARS ($75,000). Upon execution of this document, theProduction Company shall receive TWENTY THOUSAND DOLLARS ($20,000) as anadvance, to be used to begin the production of the pilot episode. Production ofthe pilot episode shall commence within thirty (30) days of the execution ofthis Agreement.

 

7.04         The balance of the budget (FIFTY-FIVE THOUSAND DOLLARS($55,000)) for the production of the pilot episode shall be advanced in full bythe Investor to the Producer, and placed in a trust account established by theProducer, which shall be administered by the Producer for the benefit of theJoint Venture. Progress payments for the production will be paid by theProducer to the Production Company, or third parties, as required to conductthe business of the Joint Venture. This is to include ail items listed in theBudget, as well as additional items including but not limited to payments tooutside vendors, equipment suppliers, talent, labor, unions, permits, andinsurance premiums. Payment requests shall be made to the Producer and beaccompanied by a Purchase Order, with payment to be made within five (5) daysof request.

 

ARTICLE VIII

INDEMNIFICATION OF THE PARTIES TO THIS AGREEMENT

 

8.01         No Party to this Agreement shall have liability to any otherParty to this Agreement for any loss suffered which arises out of any action orinaction if such action or omission was not conducted in bad faith nor may bedeemed negligent and/or misconduct. Each Party shall fully indemnify everyother Party and its Affiliates for any loss, damage, costs and expensesincurred in the settlement and/or defense of any threatened or pending claimsresulting from the action or omission of any other Party in connection with theJoint Venture. Each Party shall fully indemnify every other Party and itsAffiliates for any loss, damage, costs and expenses incurred in the settlementand/or defense of any threatened or pending claims resulting from acts oromissions committed by such Party prior to, during or after the term of theJoint Venture which may be outside the purview of the Joint Venture and/or thisAgreement for which any of the other Parties to this Agreement and/ or its Affiliatesmay become liable.

 

8.02         The Parties agree to fully and effectively indemnify andhold each other and their parent(s), subsidiaries, Affiliates, divisions,successors, assigns, officers, directors, and employees harmless from andagainst any claims, liability, damage, cost or expense (including all costs andreasonable attorney’s fees and accountant’s fees) occasioned by or arising outof any claim, demand or action, breach or alleged breach which is inconsistentwith any warranty, representation, agreement or grant of rights made or assumedby the Parties in this Agreement. The Parties agree to pay and/or reimburseeach other on demand any amount for which a Party may be responsible under theforegoing indemnity.

 

8.03         The Parties agree to give each other prompt and timelynotice of any claim, demand or action to which the foregoing indemnity applies,and each may participate in the defense of same at their sole expense, throughcounsel of their choice, provided that the final control and disposition ofsame (by settlement, compromise or otherwise) shall remain with the originalParty to the claim, action, etc. The Parties shall cooperate fully with anyParty subject to this Article VIII, and shall cooperate fully with the JointVenture in any controversy which may arise with third parties, or litigationwhich may be brought by third parties concerning this Agreement or any of theJoint Venture’s rights hereunder. Without limiting any of the Joint Venture’sother rights or remedies, upon the making or filing of any claim, demand oraction subject hereto, the indemnified Parties may require that the JointVenture withhold sums payable to the indemnifying Party under this Agreement orany other agreement between the Parties hereto, in whole or in part, in anamount reasonably related to the potential liability, plus costs and reasonableattorney’s fees, for up to two (2) years from the date said sums were due andpayable to the respective Party, such sums to be used solely to offset costsand expenses incurred by any other Party for which such Party is permittedindemnification and/or contribution pursuant to this Article VIII. Theindemnifying Party may post a bond, with terms and amount approved by JointVenture, as security for payment of monies subject to withholding.

 

ARTICLE IX

DISSOLUTION

 

9.01         Events of the Parties. The Joint Venture shall be dissolvedupon the happening of any of the following events:

 

(a)     The filing of a petition pursuant to a Chapter of the FederalBankruptcy Act, withdrawal, removal or insolvency of any of the Parties.

(b)     The sale or other disposition, not including an exchange of all,or substantially all, of the Joint Venture assets. Such sale shall not beconducted without the prior written consent of all Parties.

(c)     Mutual written agreement of the Parties.

 

ARTICLE X

MISCELLANEOUS PROVISIONS

 

10.01       Accounting. The Joint Venture shall keep adequate books andrecords at its place of business, setting forth a true and accurate account ofall business transactions arising out of and in connection with the conduct ofthe Joint Venture. Each Party shall have the right to audit Joint Venture’sbooks and records. Such audit shall only be conducted after receipt by theJoint Venture of written notice at least ten (10) days prior to the date ofsuch audit; shall be commenced at a

 

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mutually convenient time andplace; and shall be conducted at Party’s sole cost and expense by anindependent certified public accountant designated by Party, but not if thedesignated accountant or accounting firm has begun an examination of JointVenture’s books and records for any person other than said Party, unless theexamination has been concluded and any applicable audit issues have beenresolved.

 

10.02       Validity. In the event that any provision of this Agreementshall be held to be invalid, the same shall not affect in any respectwhatsoever the validity of the remainder of this Agreement.

 

10.03       Integrated Agreement. This Agreement constitutes the entireunderstanding and agreement among the Parties hereto with respect to thesubject matter herein, and there are no agreements, understandings,restrictions or warranties among the Parties other than those set forth herein.

 

10.04       Headings. The headings, titles and subtitles used in thisAgreement are for ease of reference only and shall not control or affect themeaning or construction of any provision.

 

10.05       Notices. Except as may be otherwise specifically provided inthis Agreement, all notices required or permitted hereunder shall be in writingand shall be deemed to be delivered when deposited in the United States mail,postage prepaid, certified or registered mail, return receipt requested,addressed to the Parties at their respective addresses set forth in thisAgreement or at such other addresses as may be subsequently specified bywritten notice.

 

Notices shall be sent to:

 

Producer

 

Neon DVD

1412 S. Jones Blvd.

Las Vegas, NV 89146

(702) 312-6333

Attn: Rich Newman

 

Copy to:

 

Dempsey, Roberts & Smith,Ltd.

520 S. Fourth St.

Suite 360

Las Vegas, NV 89101

(702) 388-1216

Attn: Vincent Kostiw, Esq.

 

Production Company

 

Public Media Works, Inc.

14759 Oxnard St.

Van Nuys, CA 91411

(818) 904-9029

Attn: Shaun Edwardes

 

Copy to:

 

Law Offices of Alexandra C. Wortsman

P.O. Box 93582

Pasadena, CA 91109

Attn: Alexandra Wortsman

 

Investor

Bruce Familian

Familian Productions, LLC

4534 W Hacienda Ave

Las Vegas, NV 89118

 

Copy to:

 

Lionel Sawyer & Collins 

300 South 4thStreet, #1700

Las Vegas, NV 89101

 

Attn: Mark Lemmons, Esq.

 

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10.6         Applicable Law and Venue. This Agreement shall be construedand enforced under the laws of the State of Nevada. Each Party hereto submitsto the exclusive jurisdiction of the District Courts of the State of Nevada andthe United States District Court for the District of Nevada, each as located inLas Vegas, Nevada, for the enforcement of this Agreement or arbitration awardsrelated to this Agreement, and agrees to service of process by overnight mail.

 

10.7         Any controversy or claim entering into this Agreement orbreach thereof, unless otherwise settled by agreement of the Parties, will besettled by binding arbitration in accordance with the Commercial Arbitrationrules of the American Arbitration Association, and judgment on the arbitrator’saward may be entered in any court having jurisdiction thereof,

 

10.8         After the production of the pilot, Production Companyreserves the right, but not the obligation, to use the editing equipment ownedby Neon DVD, Inc. and/or DVE/DAVE Inc., for post production services relatingto the Property subject to availability of such equipment. This use shall notaffect either the equity position or the creative control of the program byProduction Company.

 

10.9         Other Instruments. The Parties hereto covenant and agreethat they will execute each such other and further instruments and documents asare or may become reasonably necessary or convenient to effectuate and carryout the purposes of this Agreement.

 

10.10       Incapacity/Force Majeure. In the event that the Parties do notperform by reason of illness or other incapacity, or if the production isprevented, rendered impossible or materially frustrated by any act, requirementor regulation or action of any public authority or bureau, strike, lockout orlabor difficulty, emergency, act of God. act of terrorism, flood, fire, civiltumult, effects of energy use restrictions, absence of power or other essentialservices, failure of technical facilities, failure or delay of transportationfacilities, or any other cause beyond the Parties’ reasonable control, thenthere shall be no claim for damages by any Party to this Agreement, and eachParty’s obligations interfered with by such cause, shall be temporarily waived.

 

10.11       Right to Injunctive Relief. Each Party acknowledges that theservices to be rendered hereunder and the rights and privileges grantedhereunder are of a special, unique, extraordinary and intellectual characterwhich gives them a particular value, the loss of which cannot be adequatelycompensated in damages in an action of law, and the breach by any Party heretoof any of the material provisions herein will cause irreparable injury anddamage.

 

10.12       Chance to Cure. If any Party has materially breached thisAgreement, any other Party to this Agreement shall so notify the breachingParty in writing, specifying the nature of the breach. The breaching Partyshall then have ten (10) business days in which to take action to correct thebreach. If the breach is not fully cured within a reasonable time period, anyother Party to this Agreement may terminate the Agreement by providing theother Parties with written notice of termination.

 

10.13       Amendments, Waiver. Except as expressly otherwise providedherein, neither this Agreement nor any of the terms, provisions, obligations orrights contained herein may be amended, modified, supplemented, augmented,rescinded, discharged or terminated (other than by performance), except by awritten instrument or instruments signed by all of the Parties to thisAgreement. No waiver of any breach of any term, provision or agreement hereincontained, or of the performance of same, shall be effective and binding unlesssuch waiver shall be in a written instrument or instruments signed by eachParty claimed to have given or consented to such waiver and each Party affectedby such waiver.

 

10.14       Remedies Cumulative. The remedies of each Party under thisAgreement are cumulative and shall not exclude any other remedies to which suchparty may be lawfully entitled.

 

10.15       Assignment and Delegation; Successors and Assigns. Except asspecifically provided in this Agreement, no Party may sell, license, transferor assign (by operation of law or otherwise) any of such Party’s rights orinterests in this Agreement or delegate such Party’s duties or obligationsunder this Agreement, in whole or in part, without the prior written consent ofthe other Parties, which consent may be withheld in each such other Party’sdiscretion.  Subject to the foregoing,all of the representations, warranties, covenants, conditions and provisions ofthis Agreement shall be binding upon and shall inure to the benefit of eachParty and such Party’s respective successors and permitted assigns.

 

10.16       Neutral Interpretation and Representation. Each Party has hadthe opportunity to be represented by counsel of its choice in negotiating thisAgreement. This Agreement shall therefore be deemed to have been negotiated andprepared at the joint request, direction, and construction of the Parties, atarms length, with the advice and participation of counsel, and shall beinterpreted in accordance with its terms without favor to any Party. TheParties and their respective counsel have reviewed this Agreement, and the normalrule of construction to the effect that any ambiguities in this Agreement areto be resolved against the drafting Party shall not be employed in theinterpretation of this Agreement.

 

10.17       Independent Parties, The Parties are independent contractors. Nopartnership or joint venture beyond ownership in the Joint Venture is intendedto be created by this Agreement, nor any principal agent or employer-employeerelationship. Neither Party has, and neither Party shall attempt to assert, theauthority to make commitments for or to bind any other Party to any obligation.

 

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10.18       Counterparts. This agreement may be executed in any number ofcounterparts, each of which shall be considered an original, but ail of whichcounterparts shall be deemed to be one and the same document. The Parties mayexecute this agreement by signatures obtained through facsimile and thosesignatures may be relied upon by any other Party as valid as if they weresigned in the presence of the other Party.

 

TheParties hereto have executed this Agreement as of the day and year first abovewritten.

 

Producer

 
| /s/ RICH NEWMAN                                                         |   |
|-------------------------------------------------------------------------|--------|
| By: RICH NEWMAN                                                         |
| Title: Producer                                                         |
|                                                                    |
| Production Company                                                      |
|                                                                    |
| /s/ THOMAS A. SZABO                                                     |   |
| By:  THOMAS A.  SZABO                                              |
| Title: CEO                                                              |
|                                                                    |
| Investor                                                                |
|                                                                    |
| /s/ BRUCE FAMILIAN                                                      |   |
| By:  BRUCE  FAMILIAN, Managing Director  Familian Productions, LLC |
|                                                                         |        |  |

 

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strip budget

 
|                                                         | STROM  MAGALLON ENTERTAINMENT  |   |
|---------------------------------------------------------|-------------------------------------|--------|
| 15301  VENTURA BLVD., STE 470                      |                                |
| SHERMAN  OAKS CALIFORNIA 91403                     |                                |
| 818/380-8128                                            |                                |   |
|                                                    |                                |   |
|                                                    |                                |   |   |
| BID  DATE: 7/20/04                                 |                                |   |   |
| PRODUCER:  /PUBLIC MEDIA WORKS/STROM MAGALLON ENT. |                                |   |   |
| DIRECTOR:  Doug Magallon/Mike Cevallas             |                                |   |   |
| PRODUCTION  CONTACT:  Doug Magallon/Mike Cevallos  |                                |   |   |
| SET  DESIGNER:  TBD                           |                                |   |   |
| EDITOR:  TBD                                  |                                |   |   |
|                                                    |                                |   |   |
| NUMBER  OF PRE-PRO DAYS:  8                   |                                |   |   |
| NUMBER  OF LOCATION DAYS:  2                  |                                |   |   |
| LOCATION  SITES: Las Vegas                         |                                |   |   |
| Film  Format:  Video                          |                                |   |   |
|                                                    |                                |   |   |
| Pilot  for reality based show                      |                                |   |   |
|                                                    |                                |   |   |
|                                                    |                                |   |   |
|                                                    |                                |   |   |
|                                                    |                                |   |   |

 
| ** **                                  | ** ** | ** **           | ** ** | **ESTIMATED** | ** ** | **ACTUAL** |   |
|---------------------------------------------|------------|----------------------|------------|---------------|------------|------------|--------|
| SUMMARY OF ESTIMATED COSTS:                 |       |                 |       |          |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 1) PRE-PRO AND WRAP:                   |       | TOTAL A &. C:    |       | 6.018         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 2) SHOOTING CREW:                      |       | TOTAL B:             |       | 16,137        |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 3) LOCATION AND TRAVEL                 |       | TOTAL D:             |       | 6.750         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 4) PROPS, WARDROBE AND ANIMALS         |       | TOTAL E:             |       | 2,300         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 5) STUDIO, SET DESIGN AND CONSTRUCTION |       | TOTAL F, G, & H: |       | 0             |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 6) EQUIPMENT COSTS                     |       | TOTAL I:             |       | 8,850         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 7) FILM STOCK DEVELOPMENT AND PRINT    |       | TOTAL J:             |       | 300           |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| 8) MISCELLANEOUS COSTS                 |       | TOTAL K:             |       | 2,450         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
|                                        |       | SUB TOTAL A to K     |       | 42,805        |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| DIRECTOR/CREATIVE  FEES                     |       |                 |       | 20,000        |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| INSURANCE                                   |       |                 |       | 1,070         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
|                                        |       | SUB TOTAL:           |       | 63,875        |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| PRODUCTION MARK  UP @ 0%                    |       |                 |       | 0             |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| POST PRODUCTION                             |       |                 |       | 8,100         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
| TALENT/EXTRAS                               |       |                 |       | 4,000         |       |       |   |
|                                        |       |                 |       |          |       |       |   |
|                                        |       | GRAND TOTAL:         |       | 75,975        |       |       |   |
| This is a firm  bid.                        |       |                 |       |          |       |       |   |

 

1

----

 

A.            RE- PROD/ WRAP

 
| ** ** | ** ** | ** **         | ** ** | **DAYS**   | ** ** | **RATE** | ** ** | **ESTIMATE** | ** ** | **ACTUAL** |   |
|------------|------------|--------------------|------------|------------|------------|----------|------------|--------------|------------|------------|--------|
|       |       | CREW LABOR         |       |       |       |     |       |         |       |       |   |
| 1)         |       | PRODUCER           |       | 5          |       | 400      |       | 2,000        |       |       |   |
| 2)    |       | ASST. DIR          |       | 1          |       | 450      |       | 450          |       |       |   |
| 3)    |       | DIR/DIR OF  PHOTOS |       | 1          |       | 750      |       | 750          |       |       |   |
| 4)    |       | CAMERA OPERATOR    |       |       |       | 600      |       | 0            |       |       |   |
| 5)    |       | CAMERA OPERATOR    |       |       |       | 250      |       | 0            |       |       |   |
| 6)    |       | ART DIRECTOR       |       |       |       | 400      |       | 0            |       |       |   |
| 7)    |       | PROP MASTER        |       |       |       | 350      |       | 0            |       |       |   |
| 8)    |       | PROP ASST          |       |       |       | 250      |       | 0            |       |       |   |
| 9)    |       | RIGGER             |       |       |       | 650      |       | 0            |       |       |   |
| 10)   |       | RIGGER ASST        |       |       |       | 450      |       | 0            |       |       |   |
| 11)   |       | GAFFER             |       | 1          |       | 250      |       | 250          |       |       |   |
| 12)   |       | SWING              |       |       |       | 475      |       | 0            |       |       |   |
| 13)   |       | 3rd ELECTRIC       |       |       |       | 400      |       | 0            |       |       |   |
| 14)   |       | 4th ELECTRIC       |       |       |       | 400      |       | 0            |       |       |   |
| 15)   |       |               |       |       |       |     |       | 0            |       |       |   |
| 16)   |       | KEY GRIP           |       | 1          |       | 250      |       | 250          |       |       |   |
| 17)   |       | 2nd GRIP           |       |       |       | 475      |       | 0            |       |       |   |
| 18)        |       | 3rd GRIP           |       |       |       | 400      |       | 0            |       |       |   |
| 19)        |       | DRIVER/SWING       |       |       |       | 400      |       | 0            |       |       |   |
| 20)        |       | MIXER              |       |       |       | 450      |       | 0            |       |       |   |
| 21)        |       | BOOM               |       |       |       | 375      |       | 0            |       |       |   |
| 22)        |       | RECORDIST          |       |       |       | 400      |       | 0            |       |       |   |
| 23)        |       | PLAYBACK           |       |       |       | 375      |       | 0            |       |       |   |
| 24)        |       | HAIR/MAKEUP        |       |       |       | 450      |       | 0            |       |       |   |
| 25)        |       | HAIR               |       |       |       | 500      |       | 0            |       |       |   |
| 26)        |       | WARDROBE STYLIS    |       | 3          |       | 300      |       | 900          |       |       |   |
| 27)        |       | WARD ATTENDANT     |       |       |       | 275      |       | 0            |       |       |   |
| 28)        |       | SCRIPT  SUPERVISOR | * *   |       |       | 425      |       | 0            |       |       |   |
| 29)        |       | HOME ECONOMIST     |       |       |       | 550      |       | 0            |       |       |   |
| 30)        |       | HOME ECON ASST     |       |       |       | 400      |       | 0            |       |       |   |
| 31)        |       | VTR                |       |       |       | 475      |       | 0            |       |       |   |
| 32)        |       | EFX PERSON         |       |       |       | 400      |       | 0            |       |       |   |
| 33)        |       | SCENIC             |       |       |       | 375      |       | 0            |       |       |   |
| 34)        |       | TELEPROMPTER       |       |       |       | 375      |       | 0            |       |       |   |
| 35)        |       | GENERATOR OP       |       |       |       | 375      |       | 0            |       |       |   |
| 36)        |       | CHOREOGRAPHER      |       |       |       | 650      |       | 0            |       |       |   |
| 37)        |       | 2ND AD             |       |       |       | 400      |       | 0            |       |       |   |
| 38)        |       | PRODUCTION  COORD. |       |       |       | 500      |       | 0            |       |       |   |
| 39)        |       | PROD. MANAGER      |       |       |       | 500      |       | 0            |       |       |   |
| 40)        |       | KEY PA             | * *   | 4          |       | 125      |       | 500          |       |       |   |
| 41)        |       | PA                 |       |       |       | 150      |       | 0            |       |       |   |
| 42)        |       | PA                 |       |       |       | 150      |       | 0            |       |       |   |
| 43)        |       | FIREMAN            |       |       |       | 100      |       | 0            |       |       |   |
| 44)        |       | RANGER             |       |       |       | 300      |       | 0            |       |       |   |
| 45)        |       | WELFARE WORKER     |       |       |       | 235      |       | 0            |       |       |   |
| 46)        |       | TEAMSTER           |       |       |       | 375      |       | 0            |       |       |   |
| 47)        |       | PA UTILITY         |       |       |       | 150      |       | 0            |       |       |   |
| 48)        |       | PA UTILITY         |       |       |       | 150      |       | 0            |       |       |   |
| 49)        |       | CRAFT SERVICES     |       |       |       | 250      |       | 0            |       |       |   |
| 50)        |       | 2nd A.C./LOADER    |       |       |       | 350      |       | 0            |       |       |   |
|       |       |               |       | Stotal A:  |       |     |       | 5,100        |       |       |   |
|       |       |               |       | PT/P&W |       |     |       | 918          |       |       |   |
|       |       |               |       | TOT A:     |       |     |       | 6,018        |       |       |   |

 

B.PRE-LIGHT/SHOOT

 
| ** ** | ** ** | **DAYS** | ** ** | **RATE**   | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|------------|------------|----------|------------|------------|------------|---------------|------------|------------|------------|
| 51)        |       | 2.0      |       | 400        |       | 800           |       |       |       |
| 52)        |       | 2.0      |       | 450        |       | 900           |       |       |       |
| 53)        |       | 2.0      |       | 750        |       | 1,500         |       |       |       |
| 54)        |       | 1.0      |       | 450        |       | 450           |       |       |       |
| 55)        |       | 1        |       | 450        |       | 450           |       |       |       |
| 56)        |       |     |       | 400        |       | 0             |       |       |       |
| 57)        |       |     |       | 350        |       | 0             |       |       |       |
| 58)        |       |     |       | 250        |       | 0             |       |       |       |
| 59)        |       |     |       | 650        |       | 0             |       |       |       |
| 60)        |       |     |       | 450        |       | 0             |       |       |       |
| 61)        |       | 2        |       | 500        |       | 1,000         |       |       |       |
| 62)        |       | 2        |       | 450        |       | 900           |       |       |       |
| 63)        |       |     |       | 475        |       | 0             |       |       |       |
| 64)        |       |     |       | 500        |       | 0             |       |       |       |
| 65)        |       |     |       |       |       | 0             |       |       |       |
| 66)        |       | 2        |       | 500        |       | 1,000         |       |       |       |
| 67)        |       | 2        |       | 450        |       | 900           |       |       |       |
| 68)        |       |     |       | 500        |       | 0             |       |       |       |
| 69)        |       |     |       | 500        |       | 0             |       |       |       |
| 70)        |       | 2.0      |       | 350        |       | 700           |       |       |       |
| 71)        |       | 1.0      |       | 250        |       | 250           |       |       |       |
| 72)        |       |     |       | 450        |       | 0             |       |       |       |
| 73)        |       |     |       | 475        |       | 0             |       |       |       |
| 74)        |       | 2        |       | 500        |       | 1,000         |       |       |       |
| 75)        |       |     |       |       |       | 0             |       |       |       |
| 76)        |       | 2.0      |       | 300        |       | 600           |       |       |       |
| 77)        |       | 1.0      |       | 275        |       | 275           |       |       |       |
| 78)        |       |     |       | 450        |       | 0             |       |       |       |
| 79)        |       |     |       | 550        |       | 0             |       |       |       |
| 80)        |       |     |       | 400        |       | 0             |       |       |       |
| 81)        |       | 2        |       | 250        |       | 500           |       |       |       |
| 82)        |       |     |       | 400        |       | 0             |       |       |       |
| 83)        |       |     |       | 375        |       | 0             |       |       |       |
| 84)        |       |     |       | 375        |       | 0             |       |       |       |
| 85)        |       |     |       | 375        |       | 0             |       |       |       |
| 86)        |       |     |       | 650        |       | 0             |       |       |       |
| 87)        |       | 2.0      |       | 400        |       | 800           |       |       |       |
| 88)        |       |     |       | 500        |       | 0             |       |       |       |
| 89)        |       |     |       | 250        |       | 0             |       |       |       |
| 90)        |       | 2.0      |       | 125        |       | 250           |       |       |       |
| 91)        | * *   | 2        |       | 125        |       | 250           |       |       |       |
| 92)        |       | 2        |       | 125        |       | 250           |       |       |       |
| 93)        |       | 2.0      |       | 450        |       | 900           |       |       |       |
| 94)        |       |     |       | 300        |       | 0             |       |       |       |
| 95)        |       |     |       | 400        |       | 0             |       |       |       |
| 96)        |       |     |       | 375        |       | 0             |       |       |       |
| 97)        |       |     |       | 150        |       | 0             |       |       |       |
| 98)        |       |     |       | 150        |       | 0             |       |       |       |
| 99)        |       |     |       | 200        |       | 0             |       |       |       |
| 100)       |       |     |       | 300        |       | 0             |       |       |       |
|       |       |     |       | Stotal B:  |       | 13,675        |       |       |       |
|       |       |     |       | PT/P&W |       | 2,462         |       |       |       |
|       |       |     |       | TOT B:     |       | 16,137        |       |       |       |

 

2

----

 
|                                                                   | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|------------------------------------------------------------------------|------------|---------------|------------|------------|------------|
| C: PRE-PRO & WRAP MATERIAL                                         |       |          |       |       |       |
| 101) AUTO  RENTALS                                                     |       |          |       |       |       |
| 102) AIR FARES, TRAVEL COST: SCOUT                                     |       | 0             |       |       |       |
| 103) PER DIEMS:  SCOUT                                                 |       | 0             |       |       |       |
| 104) STILL CAMERA  RENTAL AND FILM INCLUDING PRINT FILM AND PROCESSING |       |          |       |       |       |
| 105) MESSENGERS                                                        |       |          |       |       |       |
| 106)  MILEAGE/TRUCKING                                                 |       |          |       |       |       |
| 107) DELIVERIES & TAXIS                                            |       |          |       |       |       |
| 108) HOME  ECONOMIST SUPPLIES                                          |       |          |       |       |       |
| 109) CAST LOS  ANGELES                                                 |       |          |       |       |       |
| 110) CASTING:  PREP 1CAST1 CBACK 1                                     |       | 1,000         |       |       |       |
| 111) CASTING  FACILITIES                                               |       | 500           |       |       |       |
| 112) WORKING  MEALS                                                    |       | 500           |       |       |       |
| 113) CASTING  POLAROIDS/TAPES                                          |       | 265           |       |       |       |
| SUB TOTAL C:                                                           |       |          |       |       |       |

 
| ** **                                 | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|--------------------------------------------|------------|---------------|------------|------------|------------|
| D: LOCATION  EXPENSES                      |       |          |       |       |       |
| 114) LOCATION  FEE                         |       |          |       |       |       |
| 115) PERMITS                               |       |          |       |       |       |
| 116) PARKING                               |       |          |       |       |       |
| 117) BUS RENTALS                           |       |          |       |       |       |
| 118) DRESSING  ROOM VEHICLES               |       |          |       |       |       |
| 119) PARKING,  TOLLS AND GAS               |       | 500           |       |       |       |
| 120) PRINT  LOCATION                       |       |          |       |       |       |
| 121) OTHER  VEHICLES -                     |       |          |       |       |       |
| 122) OTHER  VEHICLES                       |       |          |       |       |       |
| 123) CUSTOMS                               |       |          |       |       |       |
| 124) AIR FARE: 5  CREW MEMBERS             |       | 1,000         |       |       |       |
| 125) HOTELS 5  CREW MEMBERS 3 NIGHTS       |       | 2,250         |       |       |       |
|                                       |       |          |       |       |       |
| 127) PER DIEM: 5  CREW MEMBERS 100 X 3 X 5 |       | 1.500         |       |       |       |
| 128) HOTEL FOR  CREW                       |       |          |       |       |       |
| 129) PER DIEMS                             |       |          |       |       |       |
| 130) BREAKFAST                             |       | 500           |       |       |       |
| 131) LUNCH                                 |       | 1,000         |       |       |       |
| 132) DINNER                                |       |          |       |       |       |
| 133) GUARDS -  NIGHT SECURITY              |       |          |       |       |       |
| 134) LIMOUSINES  (Celebrity Services)      |       |          |       |       |       |
| 135) CABS AND  OTHER TRANSPORTATION        |       |          |       |       |       |
| 136) KIT RENTAL                            |       |          |       |       |       |
| 137) ARTWORK                               |       |          |       |       |       |
| 138) GRATUITIES                            |       |          |       |       |       |
| 139) HOTEL  ROOM/NIGHTS                    |       |          |       |       |       |
| SUB TOTAL D:                               |       | 6,750         |       | 0          |       |

 
| ** **                                                      | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|-----------------------------------------------------------------|------------|---------------|------------|------------|------------|
| E: PROPS,  WARDROBE & ANIMALS                               |       |          |       |       |       |
| 140) PROP RENTAL                                                |       | 500           |       |       |       |
| 141) PROP  PURCHASE                                             |       |          |       |       |       |
| 142) TRUCKING                                                   |       |          |       |       |       |
| 143) SUPPLEMENTAL  WARDROBE PURCHASE/CREATED 6OUTFITS @ 300 PER |       | 1,800         |       |       |       |
| 144) PRINT  WARDROBE                                            |       |          |       |       |       |
| 145) ANIMALS AND  HANDLERS                                      |       |          |       |       |       |
| 146) WIGS AND  MUSTACHES                                        |       |          |       |       |       |
| 147) COLOR  CORRECTION                                          |       |          |       |       |       |
| 148) GREEN  SCREEN SUIT ALTS                                    |       |          |       |       |       |
| 149) SPECIAL  TREE                                              |       |          |       |       |       |
| SUB TOTAL                                                       |       | 2,300         |       | 0          |       |

 

3

----

 
| ** **                                         | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|----------------------------------------------------|------------|---------------|------------|------------|------------|
| F:  STUDIO RENTAL & EXPENSES - STAGE      |       |          |       |       |       |
| 150) RENTAL FOR  BUILD DAYS - 3 DAY BUILD          |       |          |       |       |       |
| 151) RENTAL FOR  BUILD O.T. HOURS                  |       |          |       |       |       |
| 152) RENTAL FOR  PRE-LIGHT DAYS                    |       |          |       |       |       |
| 153) RENTAL FOR  PRE-LIGHT O.T. HOURS              |       |          |       |       |       |
| 154) RENTAL FOR  SHOOT DAYS                        |       |          |       |       |       |
| 155) RENTAL FOR  SHOOT O.T. HOURS                  |       |          |       |       |       |
| 156) RENTAL FOR  STRIKE DAYS                       |       |          |       |       |       |
| 157) RENTAL FOR  STRIKE O.T. HOURS                 |       |          |       |       |       |
| 158) GENERATOR & OPERATOR                      |       |          |       |       |       |
| 159) SET GUARDS                                    |       |          |       |       |       |
| 160) TOTAL POWER  CHARGE AND BULBS                 |       |          |       |       |       |
| 161) MISC STUDIO  CHARGES (Cartage, Phone, Coffee) |       |          |       |       |       |
| 162) MEALS FOR  CREW AND TALENT: BREAKFAST         |       |          |       |       |       |
| 163) MEALS FOR  CREW AND TALENT: LUNCH             |       |          |       |       |       |
| 164) MEALS FOR  CREW AND TALENT: DINNER            |       |          |       |       |       |
| 165)                                               |       |          |       |       |       |
| 166)                                               |       |          |       |       |       |
| SUB TOTAL F:                                       |       | 0             |       | 0          |       |

 
| ** **                                                         | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|--------------------------------------------------------------------|------------|---------------|------------|------------|------------|
| G.  SET CONSTRUCTION  (CREW FOR BUILD, PRE-LIGHT AND  STRIKE) |       |          |       |       |       |
| 167) SET  DESIGNER                                                 |       |          |       |       |       |
| 168) CARPENTERS                                                    |       |          |       |       |       |
| 169) GRIPS                                                         |       |          |       |       |       |
| 170) OUTSIDE  PROPS                                                |       |          |       |       |       |
| 171) INSIDE  PROPS                                                 |       |          |       |       |       |
| 172) SCENIC  ARTISTS                                               |       |          |       |       |       |
| 173)  ELECTRICIANS                                                 |       |          |       |       |       |
| 174) TEAMSTERS                                                     |       |          |       |       |       |
| 175) DRIVERS                                                       |       |          |       |       |       |
| 176) STRIKE CREW                                                   |       |          |       |       |       |
| 177) PA                                                            |       |          |       |       |       |
| 178) PA                                                            |       |          |       |       |       |
| 179) PA                                                            |       |          |       |       |       |
| 180)                                                               |       |          |       |       |       |
| SUB TOTAL 6:                                                       |       | 0             |       | 0          |       |

 
| ** **                                                 | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|------------------------------------------------------------|------------|---------------|------------|------------|------------|
| H:  SET CONSTRUCTION MATERIALS                        |       |          |       |       |       |
| 181) PROPS (SET  DRESSING PURCHASE)                        |       |          |       |       |       |
| 182) PROPS (SET  DRESSINS RENTAL)                          |       |          |       |       |       |
| 183) LUMBER                                                |       |          |       |       |       |
| 184) PAINT                                                 |       |          |       |       |       |
| 185) HARDWARE                                              |       |          |       |       |       |
| 186) SPECIAL  EFFECTS                                      |       |          |       |       |       |
| 187) SPECIAL  OUTSIDE CONSTRUCTION/ CHRISTMAS SET AND TREE |       |          |       |       |       |
| 188) TRUCKING                                              |       |          |       |       |       |
| 189)  MESSENGERS/DELIVERIES                                |       |          |       |       |       |
| 190) KIT RENTAL                                            |       |          |       |       |       |
| 191)                                                       |       |          |       |       |       |
| 192)                                                       |       |          |       |       |       |
| SUB TOTAL H:                                               |       | 0             |       | 0          |       |

 

4

----

 
| ** **                                         | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|----------------------------------------------------|------------|---------------|------------|------------|------------|
| I:  EQUIPMENT RENTAL                          |       | 4,000         |       |       |       |
| 193) CAMERA  RENTAL AND SOUND RENTAL 3 24 P CAMERA |       |          |       |       |       |
| 194) SOUND  RENTAL: 2 DAYS                         |       | 600           |       |       |       |
| 195) LIGHTING  RENTAL: 2 DAYS LIGHTEN PACKAGE      |       | 1,000         |       |       |       |
| 196) GRIP  RENTAL: 2 DAYS                          |       | 750           |       |       |       |
| 197) GENERATOR  RENTAL                             |       |          |       |       |       |
| 198)  CRANE/CHERRY PICKER RENTAL/HOT HEAD          |       | 750           |       |       |       |
| 199) VTR RENTAL                                    |       | 500           |       |       |       |
| 200) WALIKE  TALKIES/BULL HORNS/COMM.              |       | 450           |       |       |       |
| 201) DOLLY  RENTAL 2 DAYS                          |       | 300           |       |       |       |
| 202) CAMERA CAR  WITH CRANE, INCLUDING TRAVEL      |       |          |       |       |       |
| 203) HELICOPTER                                    |       |          |       |       |       |
| 204) PRODUCTION  SUPPLIES                          |       | 500           |       |       |       |
| 205) SPECIAL  CAMERA                               |       |          |       |       |       |
| 206) SPECIAL  RIGGING                              |       |          |       |       |       |
| 207) STABILIZING  RIG FOR OVERHEAD SHOT            |       |          |       |       |       |
| 208) PHOTOSONIC  LIGHTS                            |       |          |       |       |       |
| 209) WATER TRUCK                                   |       |          |       |       |       |
| 210) “ANIMOTION”  SYSTEM                 |       |          |       |       |       |
| SUB TOTAL I:                                       |       | 8,850         |       | 0          |       |

 

 
|                                      | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|-------------------------------------------|------------|---------------|------------|------------|------------|
| J:  FILM STOCK DEVELOPMENT AND PRINT |       |          |       |       |       |
| 211) PURCHASE OF  RAW STOCK 6,000 FT      |       | 300           |       |       |       |
| 212) PROCESSING  FOOTAGE AMOUNT 6,000 ft  |       |          |       |       |       |
| 213) VIDEO  DAILIES ON BETA DAY 1 & 2 |       |          |       |       |       |
| 214) SOUND  TRANSFERS                     |       |          |       |       |       |
| 215) SYNC/SCREEN  DAILIES                 |       |          |       |       |       |
| 216) NEGATIVE  PREPARATION                |       |          |       |       |       |
| SUB TOTAL J:                              |       |          |       | 0          |       |

 

 
|                                                     | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|----------------------------------------------------------|------------|---------------|------------|------------|------------|
| K:  MISCELLANEOUS COSTS                             |       |          |       |       |       |
| 217) PETTY CASH                                          |       | 500           |       |       |       |
| 218) AIR  SHIPPING/SPECIAL CARRIERS                      |       | 450           |       |       |       |
| 219) PHONES AND  CABLES                                  |       | 500           |       |       |       |
| 220) ACCOUNTABLE  CASH EXPENDITURES UNDER $15 EACH       |       |          |       |       |       |
| 221) EXTERNAL  BILLING COSTS (Computer Accounting, Etc.) |       |          |       |       |       |
| 222) SPECIAL  INSURANCE                                  |       |          |       |       |       |
| 223) LEGAL FEES                                          |       | 1,000         |       |       |       |
| 224)  TELECOMMUNICATIONS                                 |       |          |       |       |       |
| 225)                                                     |       |          |       |       |       |
| 226)                                                     |       |          |       |       |       |
| SUB TOTAL K:                                             |       | 2,450         |       | 0          |       |

 

 
| ** **                                | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|-------------------------------------------|------------|---------------|------------|------------|------------|
| L:  DIRECTOR/CREATIVE/EDITORIAL FEES |       |          |       |       |       |
| 227) PRE-LIGHT                            |       |          |       |       |       |
| 228) PREP                                 |       |          |       |       |       |
| 229) SHOOT: 2  DAYS                       |       | 20,000        |       |       |       |
| 230) EFFECTS                              |       |          |       |       |       |
| 231) POST                                 |       |          |       |       |       |
| 232) TRAVEL                               |       |          |       |       |       |
| 233)                                      |       |          |       |       |       |
| SUB TOTAL L:                              |       | 20,000        |       | 0          |       |

 

5

----

 
| ** **                        | ** ** | **NUMBER** | ** ** | **RATE** | ** ** | **DAYS** | ** ** | **TRAVEL** | ** ** | **O.T.**          | ** ** | **ESTIMATED** | ** ** | **ACTUAL** | ** ** |
|-----------------------------------|------------|------------|------------|----------|------------|----------|------------|------------|------------|-------------------|------------|---------------|------------|------------|------------|
| M: TALENT                         |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| 234)  ON CAMERA PRINCIPAL HOST    |       | 1          |       | 1,000    |       | 1        |       |       |       |              |       | 1,000         |       |       |       |
| 235) ON CAMERA PRINCIPAL JUDGES   |       | 3          |       | 500      |       | 1        |       |       |       |              |       | 1,500         |       |       |       |
| 236) PRINT                        |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 237) ON CAMERA PRINCIPAL 1- 10    |       | 5          |       | 300      |       | 1        |       |       |       |              |       | 1,500         |       |       |       |
| 238) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 239) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 240) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 241) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 242) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 243) ON CAMERA  PRINCIPAL         |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 244)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 245)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 246)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 247) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 248) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 249) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 250) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 251) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 252) GENERAL  EXTRAS              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 253)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 254)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 255)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 256) HAND MODEL                   |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 257) HAND MODEL                   |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 258)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 259) VOICE OVER                   |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 260) FITTING FEES:  SAG/AFTRA     |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 261) FITTING FEES:  SAG/AFTRA     |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 262)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 263) AUDITION FEES:  SAG/AFTRA    |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 264)                              |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| 265) AGENCY FEES                  |       |       |       |     |       |     |       |       |       |              |       | 0             |       |       |       |
| SUB TOTAL                         |       |       |       |     |       |     |       |       |       |              |       | 4,000         |       |       |       |
| 266) PAYROLL &  P&W TAXES |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| 267) WARDROBE ALLOWANCE           |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| 268)                              |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| 269) OTHER                        |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| 270) MARK-UP                      |       |       |       |     |       |     |       |       |       |              |       |          |       |       |       |
| :                                 |       |       |       |     |       |     |       |       |       | S TOT M |       | 4,000         |       | 0          |       |

 

 
|                         |   | **HOURS** | ** ** | **$ PER DAY** | ** ** | ** ** | ** ** | **$ FARE** | ** ** | ** ** | ** ** | **ESTIMATED** | ** ** | **ACTUAL** |   |
|------------------------------|--------|-----------|------------|--------------------|------------|------------|------------|-----------------|------------|------------|------------|---------------|------------|------------|--------|
| N: POST  PRODUCTION          |   |      |       |               |       |       |       |            |       |       |       |          |       |       |   |
| 271) OFFLINE                 |   | 100       |       | 45                 |       |       |       |            |       |       |       |          |       | 4,500      |   |
| 272) ONLINE                  |   | 10        |       | 75                 |       |       |       |            |       |       |       |          |       | 750        |   |
| 273) GRAPHIC DESIGN -  FLAME |   | 20        |       | 45                 |       |       |       |            |       |       |       |          |       | 900        |   |
| 274) TELECINE                |   |      |       |               |       |       |       |            |       |       |       |          |       |       |   |
| 275) AUDIO  RECORDING/MIX    |   | 25        |       | 40                 |       |       |       |            |       |       |       |          |       | 1,000      |   |
| 276) ORIGINAL  MUSIC         |   | 1         |       | 1,000              |       |       |       |            |       |       |       |          |       | 1.000      |   |
|                         |   |      |       |               |       |       |       |            |       | S TOT N:   |       |          |       | 8.150      |   |

 

6

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