DEAL MEMO TERMS OF AGREEMENT

PRODUCER: ProductionCo Address City, ST ZIP EMPLOYER OF RECORD: X Production Services Address City, ST ZIP

For services rendered by Employee on the motion picture tentatively titled FilmTITLE (Picture). EMPLOYEE: DPFirst DPLast POSITION: Director of Photography ADDRESS: Address City, ST ZIP TERM: The employee's services shall commence on or about ______________, 2004 for a term of __ weeks ending on or about _______________, 2004. COMPENSATION: In full and complete consideration for the services to be rendered hereunder, Employee shall be compensated the sum of $X,000 per five day week worked during the term. OTHER COMPENSATION: (N/A) 1) WORKDAY: Employee's services shall be rendered on a five (5) day per week basis, with a twelve (12) hour workday exclusive of lunch breaks. All partial weeks will be paid on a 1/5th pro-rated basis from the hourly rate. Holidays not worked are not paid, and no Saturday or Sunday work will be additionally compensated unless authorized in advance by the Producer, Line Producer, or Production Manager. 2) TRANSPORTATION/ACCOMMODATION/EXPENSE PROVISION, if any: If set is outside of the Studio Zone as defined by the Screen Actor's Guild, all crew will be provided with round-trip transportation from and returning to a central pick-up point in Manhattan. At the discretion of Producer, transportation may be provided for other set locations. If Employee normally drives to set, then all fuel and other costs will be the sole responsibility of the Employee unless expressly stated otherwise. All transportation except scheduled "Company Moves" will be considered "off the clock" and will not be used as a part of any calculation of hours for any given day unless the duration of travel time from the central pick-up point to arrival at the location exceeds one hour, in which case the day shall be billed from the leave time. 3) SERVICES: During this engagement, Employee will render services whenever and wherever Producer may require, in a competent, conscientious, and professional manner, meeting the needs of the Producer in all matters, including those involving artistic taste and judgment. The Producer shall have no obligation to actually utilize the Employee's services, or to include any of Employee's work in the Picture, or to producer, release, or continue the distribution of the Picture. 4) REST PERIODS: Rest Periods following dismissal from set shall be as follows: a) Ten (10) hours per day; b) Fifty (50) hours between work weeks; DATE: MMMM d, YYYY SS# FED ID:

c) Thirty-four (34) hours between work on Saturday and Monday, if schedule requires us to work a six day week. Should Producer require Employee to render services in violation of the established rest period, Producer agrees to compensate Employee at one and one half times Employee's hourly rate for the invaded hours only. 5) RECOVERABLES: Each department shall be responsible for all recoverable items, which must be inventoried and accounted for at the end of Principal Photography. These items should be organized, boxed, and returned to Producer. 6) KIT: Employee box or kit rentals and/or equipment are the responsibility of the Employee. Producer assumes no responsibility for loss or damage unless loss and/or damage is due to Producer's negligence. Box rentals and/or personal property rented to Producer must have a written inventory, which shall be attached to this agreement. Box and/or kit rentals totaling $600.00 or more are subject to Form 1099 reporting at the end of the year. Box and/or kit rentals, or equipment will be pro-rated on a daily basis. Payment for car rentals is subject to withholding and will be taxed as wages. 7) RIGHTS: All results and proceeds of employee's services hereunder shall constitute "a work made for hire" for Producer, and Producer shall be considered the author thereof for all purposes and the owner throughout the world of all the rights therein. Producer shall have the right to use and license the use of the Employee's name, photograph, likeness, voice and/or biography in connection with the Picture and the advertising, publicizing, exhibition and/or other exploitation thereof, including, without limitation, in connection with "behind the scenes" and "making of" films and featurettes. 8) CREDIT: Provided that Employee fully performs all services and obligations hereunder and is not in default hereunder, he/she shall be entitled to receive credit on screen substantially in the form: DPFirst DPLast Director of Photography

In the main titles of the Picture, or in the end titles if no main titles are used or if only cast credits or production/presentation/film by credits appear in the main titles. Employee shall also be entitled to receive credit in the billing block portion of paid advertising, in one-sheet posters and full page advertisements in the New York Times, Los Angeles Times, Daily Variety and the Hollywood Reporter whenever such credit is accorded to the Editor, Production Designer and Costume Designer of the Picture and when such advertising is issued by or under control of the Producer or Producer's assignees hereunder. Producer shall make reasonable efforts to accord Employee credit on screen immediately following the Production Designer, subject to the requirements of the Picture's distributors. All paid advertising credit shall be subject to the customary exclusions of the Picture's distributors. All aspects of Employee's on screen and paid advertising credit shall be in Producer's sole discretion. No failure by Producer or its assignees or licensees to comply with the credit requirements hereof shall be deemed a breach of this Agreement, subject to distributors' customary exceptions and exclusions. 9) CREW: Employee shall have approval in the selection and employment (including but not limited to termination of any employee) of his/her crew. 10) ADDITIONAL ITEMS: a) All purchases over $100.00 and all rentals will be made by Purchase Order, and must be approved by Producer, Line Producer, or Production Manager. b) Petty Cash expenses must be accompanied by original receipts, not

photocopies. c) Time cards must be turned in Friday for work executed the forthcoming week. Time cards submitted late may be paid late. d) All employees are subject to income tax withholdings, unless individual operates as a Loan-Out Company. All Loan-Out Companies must provide Producer with Federal Identification Number and proof of Workman's Compensation Insurance. Producer will not reimburse Employee/Loan-Out Company for Payroll Taxes. e) If Employee would like for his/her call time to be considered differently from that on the call sheet then it must be approved by the Producer. f) Parking tickets will not be reimbursed by Producer. In the event that unpaid parking violations are reported to Producer after Employee has concluded employment with Producer, Employee shall be responsible for any bail amount and/or processing fee with respect to such parking tickets. g) There is no guarantee that petty cash over the float amount given will be reimbursed. h) Meals on petty cash vouchers are not approved unless by prior agreement of Producer, Line Producer, or Production Manager. i) During pre-production and wrap, off-set meals will not be reimbursed by Producer. j) Producer will not accept/reimburse any receipts for cigarettes or alcohol. k) Mobile telephone charges will not be the responsibility of Producer without prior approval. 11) INSURANCE: Producer shall provide Employee with workers compensation, liability insurance and any other insurance appropriate to the services provided by Employee. 12) ADDITIONAL PHOTOGRAPHY: Should there be any additional photography, Employee shall, if applicable, be given the first opportunity to perform all services as Director of Photography in connection thereof and will be paid at a rate of $300 per day. 13) VIDEOTAPE: Employee shall be provided with one (1) copy of the completed Picture on VHS videotape as soon as it is available. In addition, Producer shall provide access to the videotape master for the purposes of Employee editing a demo reel at Employees expense. 14) PUBLICITY: Employee shall not furnish any information or publicity about Producer, the Picture or the Picture's budget to any third party. 15) ASSIGNMENT: corporation. Producer may assign its rights hereunder to any person, firm, or

16) SUSPENSION AND TERMINATION: Producer shall have customary rights of suspension and termination by reason of any event beyond Producer's control which materially hampers production of the Picture, including, without limitation, force majeure, labor strike, or the death, material default, illness or incapacity of the Producer or the Director, Director of Photography, or any principal cast member. 17) EMPLOYEE'S REMEDIES: Employee recognizes that in the event of a breach by Producer of its obligations under this Agreement (including, without limitation, breaches of the Agreement rising out of credit obligations), the damage (if any) caused to the Employee thereby is not irreparable or sufficient to entitle Employee to injunctive or other equitable relief. Employee therefore agrees that Employee's rights and remedies shall be limited to the right, if any, to obtain damages at law, and that the Employee shall not have the right in such event to terminate or rescind this Agreement or to enjoin or restrain the distribution or exhibition of the Picture. Neither the expiration of this

Agreement, nor any other termination thereof shall affect the ownership by Producer of the results and proceeds of the services supplied by Employee, or any other rights granted herein to Producer, or alter any of the rights and privileges of Producer, or any warranty or undertaking on the part of Employee in connection with such results and proceeds. 18) MISCELLANEOUS: This Agreement shall be deemed to be made in New York State and shall be construed in accordance with the laws of New York State applicable to contacts made and performed therein. Notwithstanding any other provision of this Agreement, Employee's sole remedy for breach by Producer of any provisions of this Agreement shall be the right to pursue an action at law for damages. In no event shall Employee seek or be entitled to recision, or to injunctive or other equitable relief, and the termination of this engagement or this Agreement for any reason shall not affect the Producer's right to the result and proceeds of Employee's services hereunder. Producer shall have the right to assign this Agreement to any person or entity, and the benefits of this Agreement shall inure to any such assignee. Employee shall, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer's rights hereunder. Employee hereby grants Producer the right, as attorney-in-fact, to execute, acknowledge and record any and all such documents. This Deal Memo supercedes all other agreements between the parties, either oral or written, and constitutes the full agreement between the parties unless amended to the contrary in writing and signed by both parties. Agreed to: DPFirst DPLast Agreed to: ProducerFIRST ProducerLAST Title ProductionCo