TERMS OF SERVICE 1) DEFINITIONS:

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1 TERMS OF SERVICE MEDIACAST HOLDINGS, LLC d/b/a/ SPECTICAST, a Delaware Limited Liability Company whose principal place of business is situated at 21 West Rittenhouse Square, Suite 4, Philadelphia, PA 1913 ( SPECTICAST ); and LICENSEE agree to the following: WHEREAS SpectiCast has acquired the right to distribute programming content to paying audiences at Venues according to the terms and conditions set forth in this Agreement, WHEREAS Licensee operates a theater(s) and wishes to license content from SPECTICAST in exchange for Film Rental Fees, and wishes to exhibit such licensed content to its patrons in exchange for admissions fees, at such Venue(s), THEREFORE in consideration of the mutual agreements set forth below, and other consideration, SPECTICAST hereby grants to Licensee certain limited theatrical exhibition rights to such Events as SPECTICAST may offer to Licensee from time to time, in accordance with the terms and conditions set forth in this Agreement including the attached schedules, addendums, and amendments thereof, which collectively constitute and are referred to as the Agreement, as follows: 1) DEFINITIONS: Event means any live or pre recorded programming content including entertainment or educational events, concerts, operas, ballets or other dance exhibitions, recitals, plays, lectures, interviews, films or documentaries offered for Screening; Screening means the exhibition of any Event in Venues under the control of the Licensee; Gross Gate Receipts means all amounts resulting from tickets sales net only of taxes and refunds but excluding credit card fees; "Marks" means any trademarks, symbols, logos, etc. whether owned by SPECTICAST or a third party(s), that are used in connection with or are otherwise associated with the Service(s), as defined below; "Service(s)" means SPECTICAST Events including Event subscriptions, use of SpectiCast equipment and any other ancillary services that SPECTICAST may provide to Licensee under this Agreement; and Venue(s) means the Licensee s theater(s) or other exhibitor(s) location(s); Film Rental means fees paid to SpectiCast by Licensee in exchange for Screening SpectiCast Events. 1

2 2) SPECIAL EVENT(S): SPECTICAST will make available to Licensee through its website, direct communication, or both, a listing of Events including orchestral music, opera, chamber music, ballet, interviews, lectures, plays, films and other Special Events, available for Screening(s), and will update such list from time to time. Licensee may order or cancel available Events via to bookings@specticast.com, fax to (866) , or toll free call to , option 3 for Event bookings. 3) SPECIAL EVENT MINIMUM TICKET PRICE: Licensee agrees that it will charge to all patrons, excluding a reasonable level of customary complementary passes, no less than ticket prices equal to prevailing prices for similar events in Licensee s market area, and consistent with Licensee s customary pricing practices. Any variation from this pricing policy must be approved by SPECTICAST in writing. 4) PAYMENT FOR SERVICE: Licensee promises to pay SPECTICAST the Film Rental and other applicable fees as set forth on Addendum I to this Agreement. Additionally, Licensee will be solely responsible for any of Licensee s in theater or business costs whether arising from the Service or not, including, without limitation any license fees, taxes, governmental fees, administrative fees, rental costs, operating costs, insurance premiums, claims or liabilities whatsoever. 5) PROMOTIONS AND PROMOTIONAL MATERIALS: SPECTICAST will provide in advance of each Event, any available promotional materials including, at times, posters suitable for display in standard poster cases as well as trailers that help promote SpectiCast Events. Licensee is responsible for any additional promotional costs including local print and electronic media advertising. SPECTICAST will provide Licensee promotional trailers in a suitable electronic format. Licensee will utilize available marketing materials and trailers to promote Events in a manner consistent past efforts and traditional industry practices. 6) CHANGES IN SERVICE AND FEES: SPECTICAST reserves the right to change the Services offered, and prices or fees, at any time. SPECTICAST may also rearrange, delete, add to, or otherwise change the Services. For any changes to the Services, Event schedules, prices, or fees that are within SPECTICAST control, SPECTICAST will notify Licensee in writing of the change and its effective date. If the change is not acceptable to Licensee, Licensee may cancel Service in whole or in part; provided, however, that if Licensee does cancel Service, Licensee will not be entitled to a refund of any amounts paid in connection with any SPECTICAST offer, promotion, or Event not affected by the change. If Licensee does not cancel Service within TEN (1) business days after receipt of written notice describing the change, Licensee s continued receipt of any Service is considered to be acceptance of that change, and Licensee will continue to be responsible for payment. 2

3 7) COLLECTION OF AMOUNTS OWED TO US: If SPECTICAST chooses to use any collection agency or attorney to collect past due money owed by Licensee, or to assert any other right which SPECTICAST may have against Licensee, Licensee agrees to pay the reasonable costs of collection or other action. 8) LIMITATION OF LIABILITY/EXCLUSION OF WARRANTIES: SPECTICAST IS NOT RESPONSIBLE FOR INTERRUPTIONS OF SERVICE, EXCEPT TO THE EXTENT CAUSED BY SPECTICAST S NEGLIGENCE OR INTENTIONAL MISCONDUCT, THAT ARE REASONABLY BEYOND OUR CONTROL INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, POWER FAILURE, OR ANY OTHER CAUSE. OUR LIABILITY FOR ANY INTERRUPTION OF SERVICE SHALL NOT EXCEED THE PROGRAMMING FEES DIRECTLY ATTRIBUTABLE TO THE PERIOD OF TIME DURING WHICH SERVICE WAS INTERRUPTED. SPECTICAST SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, NOR FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, EVEN IF SPECTICAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL OF ANY LIMITED REMEDY. WE MAKE NO WARRANTY, EITHER EXPRESS OR IMPLIED, REGARDING SPECTICAST EQUIPMENT OR ANY SERVICES PROVIDED TO LICENSEE. ALL SUCH WARRANTIES ARE EXPRESSLY EXCLUDED. SPECTICAST ALSO IS NOT RESPONSIBLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO SPECTICAST EQUIPMENT. IN ADDITION, SPECTICAST SHALL HAVE NO LIABILITY TO ANY PERSON OR ENTITY DUE TO OR BASED ON THE CONTENT OR LICENSEE EXHIBITION OF ANY OF THE PROGRAMMING OR OTHER SPECTICAST PROVIDED SERVICES. 9) LIABILITY FOR UNAUTHORIZED USE: If SPECTICAST equipment or electronic content is stolen or otherwise removed from Licensee premises without authorization, Licensee must notify SPECTICAST immediately, but in any event not more than 5 business days after such removal, or else Licensee may be liable for payment for unauthorized use of the SPECTICAST equipment or Services. Licensee will not be liable for unauthorized use after SPECTICAST receives notification. 1) RULES FOR USE: a. Licensee is hereby granted the non exclusive rights, permission and authorization to receive, exhibit and use the Services in accordance with the terms and conditions set forth in this Agreement, subject to the following rules for use with which Licensee agrees to comply. Upon receipt of electronic or physical media, Licensee will pre screen entire Event to ensure quality of both audio and video throughout, and will confirm QC results with SpectiCast. Admission may not be charged for 3

4 the viewing of, or listening to, any Service(s) unless Licensee has valid, current and appropriate licenses in place permitting such actions and it is Licensee s sole responsibility to obtain any and all such licenses. In no event may the Services be rebroadcast, transmitted, performed, recorded, duplicated, transcribed and/or distributed in real time or near real time (i.e., provide a "running account") or cablecast. If Licensee becomes aware that any third party is rebroadcasting, transmitting, reselling, performing, recording, duplicating, or cablecasting any or all of the Services (whether at Licensee premises or otherwise), or that any third party is receiving, decoding, and/or exhibiting any or all of the Services without authorization from SPECTICAST or at any location other than that which has been authorized by SPECTICAST, Licensee shall notify SPECTICAST immediately and cooperate with SPECTICAST in taking steps to prevent such unauthorized use. No Service provided to Licensee under this Agreement may be used for any unlawful purpose and Licensee shall abide by any and all federal, state, and local rules and regulations applicable to its use and/or exhibition of the Services. Licensee agrees that all Services will be exhibited in their entirety, in original form and as provided by SPECTICAST, without any modifications, additions (including the addition of a crawl line), or deletions to any of the Services. Licensee must execute and abide by any and all agreements required by underlying programming provider(s) in connection with the use of such programming, if any. b. Licensee shall keep SpectiCast fully informed on an on going basis on all aspects of each Screening including information regarding marketing and sales. Licensee shall report Gross Gate Receipts to SpectiCast as required by Addendum I to this Agreement. 11) INDEMNIFICATION: THE PARTIES AGREE TO INDEMNIFY, DEFEND, AND HOLD THE OTHER PARTY, ITS OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES AND COSTS OF LITIGATION), LOSSES, JUDGMENTS, AND ASSESSMENTS OF ANY KIND WHATSOEVER DIRECTLY OR INDIRECTLY RESULTING FROM A BREACH OF ANY OBLIGATIONS UNDER THIS AGREEMENT. 12) SALE/TRANSFER/ASSIGNMENT OF EQUIPMENT OR PROGRAMMING SERVICES: Licensee may not sell, give away, lend or otherwise transfer SPECTICAST equipment, including disk drives or other digital media, to any location other than the Venue for which SPECTICAST Services are licensed. Licensee is considered the registered user of the SPECTICAST equipment and recipient of the SPECTICAST Services and will be liable for any and all charges or fees incurred by the use of the SPECTICAST equipment. Licensee may not assign or transfer any Licensee right or obligation under this Agreement without SPECTICAST prior written consent. Any such transfer without prior written consent will result in inactivation of SPECTICAST Services. 4

5 13) APPLICABLE LAW; ENTIRE AGREEMENT: This Agreement and all Addendums hereto shall be governed by applicable federal law, the rules and regulations of the Federal Communications Commission and the laws of the Commonwealth of Pennsylvania and is subject to amendment, modification, or termination if required by such regulations or laws. In the event that any of the provisions or portions of this Agreement and any Addendums are held to be unenforceable or invalid, the validity and enforceability of the remaining provisions or portions will not be affected. This Agreement and any Addendums contain the entire understanding of the Parties and supersede any other prior negotiations, discussions, and agreements whatsoever between Licensee and SPECTICAST. 14) CERTIFICATION AND REPRESENTATIONS OF AUTHORITY; FULL DISCLOSURE: By accepting SpectiCast services, Licensee indicates unconditional acceptance of the terms and conditions contained in this Agreement and any Addendums. Licensee understands that provision of any false or misleading information shall be deemed by SPECTICAST to constitute a breach of this Agreement. Each person signing this Agreement represents and warrants that (s)he is authorized to execute and deliver this Agreement and that the signature of no one else is required to bind that Party. Licensee has had the opportunity to consult with an attorney or any other person/entity of Licensee s choosing for legal/professional advice prior to executing this Agreement. Further, Licensee has read and understands the contents, terms, conditions, and effects of this entire Agreement including all Addendums. 15) ARBITRATION: Any claim or dispute arising out of, or relating to, this Agreement, which cannot be settled by the Parties, may be resolved according to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The decision of the arbitrator shall be final and binding on the Parties and any award of the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, the arbitrator shall not be authorized to award punitive damages with respect to any such controversy, claim or dispute. The cost of any arbitration hereunder shall be paid by the Party determined by the arbitrator to not be the prevailing Party, or otherwise allocated in an equitable manner as determined by the arbitrator. Fees and Payments: ADDENDUM I PRODUCTS AND PRICING Film Rental Charges: Film Rental and Special Event Fees for each Screening shall range from THIRTY FIVE PERCENT (35%) to SIXTY PERCENT (6%) of Licensee s Gross Gate Receipts as 5

6 specified for a particular Event. Special Event Fees are generally 5% and Film Rental Fees vary. Licensee shall notify SPECTICAST of the dollar total of Gross Gate Receipts for each Event by submitting a Box Office Report included here as Schedule A, or a box office report from licensee s box office application containing similar detail. Licensee shall submit full week (Fri. thru Thurs.) BORs on Fridays, and BORs for single screenings on next business day after screening. Licensee shall pay all Film Rental and Special Event Fees due to SPECTICAST within FOURTEEN (14) calendar days of the Event date. Film Rentals are payable in US$ to: SpectiCast 61 Old Clairton Road Pittsburgh, PA Upon request, SPECTICAST shall have the right to review such books, records and electronic media as may be reasonably necessary to audit and confirm Gross Gate Receipts for any Event. Licensee shall not withhold or deny any such reasonable request. Other Charges: 1) Deposits: A deposit may be required prior to the delivery of any equipment or Service. In addition, if Licensee s service is inactivated because Licensee failed to submit payment on time or for any other reason, in addition to payment of past due amounts, SPECTICAST may require a security deposit before reactivating Service. Such deposits shall not earn or accrue interest, unless otherwise required by law. 2) Returned Payment Fee: If the bank or other financial institution on which your payment is drawn refuses to pay us for any reason and the check, credit card payment, or other instrument is returned to us unpaid, Licensee agrees to pay a Returned Payment Fee of US$3.. 3) Media Shipping Charge: A domestic (U.S.) Media Shipping Charge of US$14.95 will be charged for each ground shipment or return shipment of a hard disk drive physically delivered to Licensee; a shipping and handling charge of US$14.95 will be charged for each Blu ray delivery. Premium shipping services are available at additional charge. Media Shipping Charges for international (non US) shipments will vary by location, and will be determined and disclosed at time of booking. 4) SPECTICAST Equipment Replacement Fee: If you fail to return any hard disk drive within THIRTY (3) days of Screening, unless an extension has been agreed to by SpectiCast, you will be charged an equipment Replacement Fee of 6

7 US$295.. Failure to return other digital media (Blu Rays or thumb drives) within THIRTY (3) days of Screening, unless an extension has been agreed to by SpectiCast, will result in an additional $14.95 Fee. Alternatively, for Blu rays, confirmation may be sent that discs are destroyed after screenings. 5) CANCELLATION FEES: If you cancel an event for any reason other than a failure of SPECTICAST to deliver agreed upon Services in a timely manner, you will be responsible for any and all media shipping costs, promotional costs, or other out of pocket costs incurred by SPECTICAST in conjunction with the cancelled event. AMENDMENTS: This Products and Pricing Addendum may be amended or replaced in its entirety from time to time at the sole discretion of the SPECTICAST. Any such Amendment must be delivered to Licensee in writing. If the Amendment is not acceptable to Licensee, Licensee may cancel Service in whole or in part. If Licensee does not cancel Service within 1 business days after receipt of Amendment, Licensee s continued receipt of any Service is considered to be acceptance of that Amendment, and Licensee will continue to be responsible for payment per the Amendment terms. This provision will not impact the pricing or otherwise agreed upon terms for any content that Licensee has committed to book. 7

8 Schedule A ~Box Office Report~ Theatre Name: Film Title: Distributor: Playdates: Date Ticket Prices and Number of Tickets Sold # of $. Priced Tickets # of $. Priced Tickets # of $. Priced Tickets Total # Tickets Total Receipts Totals: $. Terms: Settled at: $. Contact Name: Theatre Address: Office Phone: Please completed forms to bookings@specticast.com, or fax to