1. STEREOMEDIA, INC. hereinafter referred to as 3D Stock Shots ("licensor") and ("licensee") agree as follows to a non-exclusive license to utilize the above described Footage.

2. Licensee will pay Licensor the non-refundable sum of $ _________ per second prior to the use of footage that is ordered as a Master. In order to prevent unnecessary wear of the 3D Stock Shots vaulted masters, once the original order has been dubbed, the Licensee must pay for all selections regardless if they are used in the final production or not.

3. 3D Stock Shots grants to the Licensee the right to utilize the footage for the purposes described only and Licensee warrants that he will not reuse, copy, sell or sub-license the Footage without 3D Stock Shots's express written permission.

4. 3D Stock Shots warrants its right to license the Footage hereunder and makes no other warrants whatsoever.

5. Licensee assumes full responsibility for the use of the Footage, except as expressly provided under Paragraph 4 above. Licensee hereby indemnifies and holds harmless 3D Stock Shots (including its licensors, officers, directors, employees, and agents) against all claims, lawsuits, demands, damages, loss, liability, or expenses (including attorney's reasonable fees) arising out of Licensee's use of the Footage or use of any material or assurance provided by Licensee.

6. Licensee will not use any narration, music, or voice that might accompany the Footage, nor the likeness of any actor, correspondent or reporter which may be obtained therein. It is the responsibility of Licensee, and not 3D Stock Shots to obtain all required consent and releases necessary to use the Footage. If music is included in the Footage, it is the responsibility of Licensee to obtain music synchronization and performing rights licenses from the owners and composers of the music. In the event of a claim by any of these parties or individuals, Licensee shall be responsible for making payments directly to the claimants.

7. Licensee shall not use the Footage in a publicly distributed, or transmitted work unless each copy, exhibition and transmission of that work bears the Licensee's proper copyright notice. Licensee shall be liable to 3D Stock Shots for all damages resulting from Licensee's failure to utilize an effective copyright notice.

8. Licensee will return all footage upon completion of the production. Failure to return Master Footage and/or any unauthorized use of the Footage, regardless of distribution or application, will result in a minimum charge to Licensee of $1,000. per second without limiting 3D Stock Shots's other rights and remedies and shall be considered a breach of the terms of this agreement.

9. For verification purposes, 3D Stock Shots shall have the right to view the production prior to any broadcast or other intended use, and a copy of the finished production which utilizes 3D Stock Shots footage shall be provided to 3D Stock Shots upon the earlier (i) within 30 days of entering into this agreement, or (ii) upon the completion of the production. Failure to provide this verification shall be considered a breach of the terms of this agreement without limiting 3D Stock Shots's other rights and remedies. 3D Stock Shots shall waive that verification right under this Paragraph 9 in the event that the production contains confidential or proprietary information, and is stated as such by the Licensee in writing to 3D Stock Shots.

10. 3D Stock Shots shall have the right to terminate the license granted herein should Licensee breach and of its terms without limiting any other rights and remedies of 3D Stock Shots hereunder. In the event of termination, Licensee shall promptly return to 3D Stock Shots the Footage, and terminate any and all use of the production utilizing this Footage. Licensee shall have no right to any refund of sums it has paid. In the event of non-payment or breach of any of the terms contained in this agreement, Licensee shall pay any and all collection expenses and fees incurred by 3D Stock Shots.

11. 3D Stock Shots will receive credit in any production and/or material which utilizes and/or contains 3D Stock Shots footage. 3D Stock Shots shall instruct the producer as to what exact credit should be fore each Production and/or material generated.

12. Any dispute arising from concern regarding either the content or quality of licensed footage, must be presented within 30 days from receipt of Footage. In the event of any dispute arising hereunder, this agreement shall be governed under the laws and in the state and federal courts of the State of California, County of Los Angeles. Licensee waives any objections to the personal jurisdiction and venue of such courts.

13. This agreement and license may not be assigned, sub-licensed or transferred without the prior written agreement of 3D Stock Shots. The parties to this agreement are independent contractors with respect to each other, and nothing in this agreement shall create any association between the parties. This agreement is signed as a sealed instrument.

14. Signatories for Licensor and Licensee warrant that they are authorized to enter into this agreement. Failure to satisfy the above requirements constitutes a breach of this agreement and terminates the right of the Licensee to utilize the Footage.