Exhibit
10.5


CONSULTING
SERVICES AGREEMENT


          This Consulting Agreement
(“Agreement”), dated June 1, 2008, is made by and between Lux Digital Pictures,
Inc (“Company”) and The Coleman Family Trust (“Trust”), for the services of T.
Joseph Coleman, (“Consultant”).


          WHEREAS,
Consultant has knowledge and expertise in the entertainment industry and
experience operating and managing developing US public Company’s


          WHEREAS,
Consultant is willing to be engaged by the Company to provide non-exclusive consulting
and advising services on the terms and subject to the conditions set forth
herein;


          WHEREAS,
the Company desires to engage Consultant to provide consulting and advising
services on the terms and subject to the conditions set forth herein.


          NOW,
THEREFORE, in consideration for the services Consultant
provides to the Company, the parties agree as follows:


	
 

	
 


	
1.

	
Services of Consultant and Term of
  Consultancy.





          Consultant
shall be available to the Company, subject to reasonable notice, for a period
of one (1) year (“Term”) commencing on the date hereof, on a non-exclusive,
time to time basis, via telephone or, as required, in person, for a reasonable,
as available period, to consult with the Company management and or its professional
associates and representatives, as may be directed by the Company, on all
matters relative to the business of the Company.


	
 

	
 


	
2.

	
Consideration
  and Expenses.





          The
Company agrees to pay the Trust, as the designee of Consultant, as his fee and
full consideration for services provided to the Company and contemplated in
this Agreement, a fee of 5,000,000 restricted shares of the Company’s common
stock. Consultant shall also be entitled to payment of any and all expenses
incurred by Consultant in connection with his consulting and advisory services
to the Company.


	
 

	
 


	
3.

	
Confidentiality.





          Each
party agrees that during the course and Term of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the other
party, including, but not limited to, product and business plans, production
plans, budgets, development strategy, business concepts, distribution
strategies, technical processes and formulas, source codes, product designs,
sales, costs and other unpublished financial information, trade secrets,
license fees,


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 business
relationships, projections, and marketing data (“Confidential Information”).
Confidential Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes
part of the public domain through a source other than the receiving party, (b)
was known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is subsequently learned
from a third party not under a confidentiality obligation to the providing
party. Consultant agrees not to disclose Confidential Information to any party
not a Party to this Consulting Agreement.


	
 

	
 


	
4.

	
Non-Competition.





          During
the Term of this Agreement, the Consultant shall not, through his heirs,
assigns or otherwise, in combination with any business that is substantially
similar to and/or competes with the business of the Company: 1) own or have any
interest directly in, 2) act as an officer, director, agent, consultant or
consultant of, 3) assist in any way or in any capacity any person, firm,
association, partnership, corporation or other entity.


	
 

	
 


	
5.

	
Indemnification.








	
 

	
 

	
 


	
 

	
(a)

	
Company





          Company
agrees to indemnify, defend, and shall hold harmless the Trust and the
Consultant and /or his agents, and to defend any action brought against said
parties with respect to any claim, demand, cause of action, debt or liability,
including reasonable attorneys’ fees to the extent that such action is based
upon a claim that: (i) is true, (ii) would constitute a breach of any of
Company’s representations, warranties, or agreements hereunder, or (iii) arises
out of the negligence or willful misconduct of the Company, or any Company
Content to be provided by the Company and does not violate any rights of third
parties, including, without limitation, rights of publicity, privacy, patents,
copyrights, trademarks, trade secrets, and/or licenses.


	
 

	
 

	
 


	
 

	
(b)

	
Consultant.





          Consultant
agrees to indemnify, defend, and shall hold harmless Company, its directors,
employees and agents, and defend any action brought against same with respect
to any claim, demand, cause of action, debt or liability, including reasonable attorneys’
fees, to the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.


	
 

	
 

	
 


	
 

	
(c)

	
Notice.





          In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party’s written consent, which shall not be unreasonably withheld.


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6.

	
Miscellaneous.








	
 

	
 

	
 


	
 

	
(a)

	
Independent
  Contractor.





          This
Agreement establishes an “independent contractor” relationship between
Consultant and the Company.


	
 

	
 

	
 


	
 

	
(b)

	
Rights
  Cumulative; Waivers.





          The
rights of each of the parties under this Agreement are cumulative. The rights
of each of the parties hereunder shall not be capable of being waived or varied
other than by an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct or negotiation on the
part of any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any such right.


	
 

	
 

	
 


	
 

	
(c)

	
Benefit;
  Successors Bound. 





          This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.


	
 

	
 

	
 


	
 

	
(d)

	
Entire
  Agreement.





          This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representa­tions, oral
or written, express or implied, between them with respect to this Agreement or
the matters described in this Agreement, except as set forth in this Agreement.
Any such negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.


	
 

	
 

	
 


	
 

	
(e)

	
Assignment.





          Neither
this Agreement nor any other benefit to accrue hereunder shall be assigned or
transferred by either party, either in whole or in part, without the written
consent of the other party, and any purported assignment in violation hereof
shall be void.


	
 

	
 

	
 


	
 

	
(f)

	
Amendment.





          This
Agreement may be amended only by an instrument in writing executed by all the
parties hereto.




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(g)

	
Severability.




          Each
part of this Agreement is intended to be severable. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and effect.


	
 

	
 

	
 


	
 

	
(h)

	
Section
  Headings.





          The
Section headings in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


	
 

	
 

	
 


	
 

	
(i)

	
Construction.





          Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.


	
 

	
 

	
 


	
 

	
(j)

	
Further
  Assurances.





          In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the transactions
contemplated hereby.


	
 

	
 

	
 


	
 

	
(l)

	
Governing
  Law.





          This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of California without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive jurisdiction of the
federal courts of the State of California in connection with any dispute
arising under this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.


	
 

	
 

	
 


	
 

	
(m)

	
Consents.





          The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.


	
 

	
 

	
 


	
 

	
(n)

	
Execution in Counterparts.





          This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
agreement.


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          IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed and have
agreed to and accepted the terms herein on the date written above.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
T. Joseph Coleman


	
 

	
 

	Consultant
  and Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Ingo Jucht


	
 

	
 

	
Company
  CEO





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