DIGITAL MEDIA TECHNICAL SERVICES AGREEMENT

The following terms and all other schedules and exhibits attached hereto (all of which are made a part hereof and incorporated herein by this reference), constitute the agreement ("Agreement"), dated as of ______, between SONY PICTURES TECHNOLOGIES, INC. ("Company") and PRODUCERENTITY, INC. Dance Films Association, Inc. ("Client"), with respect to Company rendering digital media technical services, as well as providing certain equipment on the music dance documentary [theatrical motion picture/television production/music video] currently entitled " Cunningham 3D______" (the "Production") to be produced by Client.

1. SERVICES. Company shall render the digital media technical services in connection with the Production as described in Exhibit "A" ("Services"), in accordance with (a) the production and post production software and hardware configuration requirements, data networking requirements, and data hosting and applications management requirements provided by Client to Company ("Production Network"), (b) the "Bid" attached hereto as Exhibit "B," and (c) the "Schedule" set forth in Exhibit "C," as all such Exhibits are attached hereto and incorporated herein by this reference. If the Services include design, build, and management of the Production Network by Company for the Client (" Achitecture, Integation, and Process Work"), the Services shall also be rendered in accordance with (i) the mutually approved roadmaps and wireframes (the "Functional Requirments ") depicting all elements of the intended Production that the Production Network is intended to support, to be completed consistent with the "Estimated Fee" (as defined below), and (ii) the mutually approved annotated technical blue print ("Blue Print") describing the Production Network. The Production Network, Bid, Schedule, and, if applicable, the Roadmaps and Blue Print, are sometimes referred to herein collectively as the "Specifications." Company's Services will be based the Production requirements supplied by Client to Company, which shall be referred to collectively herein as the "Client Deliverables."

1.1 Obligations. Company and Client shall cooperate and consult with each other on an ongoing basis in connection with the construction of the Production Network. Client shall consult with Company with respect to all aspects of the pre-production, production and post-production of the Production that impact the Production Network, which consultation shall commence prior to engaging service vendors, equipment acquisition or rental, and production department heads that are critical to the digital media production processes. All consultation provided for in this Section shall be subject to the reasonable availability of the party to be consulted. If Company is rendering Services during photography of the Production, Company, its personnel and subcontractors shall have access to the shooting locations as, when and where reasonably required by Company. The parties acknowledge that Company's obligation to render the Services in accordance with the Specifications and for the Estimated Fee is conditioned upon Client's timely delivery of all the Client Deliverables consistent with the Bid and timely providing all payments, information, approvals, production requirements and other materials required to be provided by Client to Company. The technical solutions chosen in connection with the Services, and the technical propriety and conformance with the Bid for the Production Network and other elements will depend upon the extent to which the other technical media vendors cooperate and/or are under the supervision of or in consultation with Company.

1.2 Potential Client Delays. Client further acknowledges that there are various interactions between the Services to be performed by Company and the Production staff and crews pursuant to the Services, and that delays by Client with respect to the approvals related to components and configured software and hardware managed by Company and may affect the ability of Company to timely render the Services and/or perform any portion thereof in accordance with the Schedule and for the Estimated Fee.

1.3 Client's Representatives. Client designates the individual(s) set forth in Exhibit "A," or such other individual(s) as Client may designate in writing, to act on Client's behalf. The "Business Representative" for the Production shall have approval over budgetary matters. The Business Representative is hereby authorized to exercise the exclusive approval rights over all budgetary matters arising hereunder. Client shall also designate the individual(s) set forth in Exhibit "A," or such other individual(s)as Client may designate in writing, to act on Client's behalf as the "Production Representative" for Production matters and shall have exclusive approval rights over digital media production technical matters. The Business Representative and the Production Representative are hereby authorized by Client to exercise the financial and technical approval rights granted to Client hereunder.

2. COMPENSATION.

2.1 Estimated Fee. In consideration for rendering the Services in connection with the Production, Client shall pay to Company the amount set forth in Exhibit "A" ("Estimated Fee"), which shall be payable as set forth therein.

2.2 Standby Charges. In addition to the Estimated Fee, "Standby Charges" (as defined below) may be incurred in connection with Company's Services; provided, however, that Company will use reasonable, good faith, commercially reasonable efforts to avoid such Standby Charges, or, if unavoidable, to minimize such Standby Charges. "Standby Charges" shall mean those charges incurred and borne by Company for scheduled labor or facilities that are not used due to Client's delays, which charges Company deems unavoidable, as determined in its good faith, commercially reasonable judgment. Standby Charges, if any, will be billed at an overage rate which shall be mutually agreed upon in writing by the parties hereto and set forth in Exhibit "B", which rate shall be not less than Company's actual, out-of-pocket costs in connection with the applicable Standby Charges (inclusive of facilities held and/or labor scheduled).

2.3 Change Orders. If, after the effective date of this Agreement, the Production Representative makes any revisions in the Specifications that require changes in the Services Company has undertaken pursuant to Section 1, or requests additions, deletions or changes to the Services or the Schedule, such revisions, deletions or changes (herein individually or collectively referred to as "Changes") shall be presented to Company by the Production Representative. If Company determines in good faith in the exercise of reasonable business judgment that the Changes can be performed by Company and Company agrees to perform such changes, Company shall provide the Production Representative with a written statement setting forth the proposed Changes and the prospective increase, if any, in the compensation that would be paid to Company for such Changes, and a schedule setting forth approximately when such changes will be delivered. If, after receipt of such statement, the Production Representative wishes Company to proceed with such Changes as provided therein, the Production Representative shall furnish Company with written authorization to proceed signed by both the Production Representative and the Business Representative. All Change Orders must be in writing and signed by both the Production Representative and the Business Representative to be binding. Company shall not commence services in connection with the Changes until receipt of such signed authorization. Changes that are approved by Client in accordance with the foregoing ("Change Orders") shall be deemed an amendment to this Agreement. The costs for any Change Orders shall be payable Fifty Percent (50%) upon the written agreement relating to such Change Order signed by the Business Representative and the Production Representative, and Fifty Percent (50%) on delivery by Company to Client of the Services that constitute the Change Order.

2.4 Overtime. If, in order to render the Services, Company is required to pay overtime compensation for any of Company's employee(s), then Company shall be responsible for any such overtime; provided, however, that if Company is required to pay overtime compensation by reason of a delay in delivery by Client without an adjustment to the Schedule, then Client shall pay such amount of overtime compensation, if any, that Client agrees has been reasonably and necessarily incurred as a result of such delay and failure to adjust the Schedule.

2.5 Additional Services. Client acknowledges and agrees that, due to the nature of the Production, Client may request that Company provide Client with other resources and services which are not included in the description of the Services and the budget set forth in the Bid ("Additional Services"). Upon Client's request, Company shall provide a written estimate of the costs for the Additional Services, which shall be mutually agreed upon by Company and Client, and Company shall bill such services to Client on a "time and materials" basis based upon Client's approved purchase orders.

3. Equipment Rental. Company shall rent to Client the equipment specified in Exhibit B, which shall include any associated documentation and software, if any, also specified in Exhibit B.

3.1. Software License. In the event that the Equipment includes any software or documentation, Company hereby grants to Client a non-exclusive license to use such software or documentation in connection with the operation of the equipment for the term specified herein.

3.2. Scope of Use. Under this agreement Client may only use the rented equipment in the Production. Any other uses of the Equipment prohibited.

3.3 Term of Rental. The term of the rental of the equipment shall be as provided in Exhibit B.

3.4.Title.

(a) Title to the Equipment shall remain solely in the name of SPTech or its affiliates, as applicable.

(b) Customer shall not sublease, sell, mortgage, grant security interests in, or otherwise encumber the Equipment.

(c) Upon any expiration or earlier termination of this Agreement, Customer shall assume responsibility for handling and shipping the Equipment to arrive at SPTech’s location no later than close of business on [INSERT DATE] so as to minimize disruption to SPTech’s operations. The Equipment shall be turned over to SPTech in the same condition as delivered to Customer, normal wear and tear excepted. For the avoidance of doubt, time is of the essence as to Customer’s obligations in this Section 3(c), and Customer’s failure to meet such obligations shall be a material breach of this Agreement.

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.3.5. Delivery and Risk of Loss.

(a) Client shall bear all risk of loss or damage to the Equipment while the Equipment is in Client’s possession or while being transported to or from Client (which shall, for the avoidance of doubt, include handling) and at all other times and shall hold Company harmless from any such damage or loss.

(b) CUSTOMER HEREBY WAIVES ALL CLAIMS IT MAY HAVE AGAINST SPTECH ARISING FROM THE LOAN OF EQUIPMENT, THE PROVISION OF SERVICES, OR THIS AGREEMENT. IN NO EVENT SHALL Either party hereto be liable to the other for ANY special, indirect or consequential loss or damage, or for exemplary or punitive damages, even if apprised of the possibility of such loss or damage.

4. Designated Vendors: Pursuant to Exhibit B, certain Company designated vendors have provided Company with bid proposals to provide their services as part of the package of services that Company is offering to deliver to the Production. Company shall issue it’s Purchase Order (“P.0.”) to each designated vendor identified in Exhibit A based upon the pricing set forth in Exhibit B, and the schedule set forth in Exhibit C.

4.1. Loan Out and Ratification: As a condition of making each P.0. available to the Client pursuant to production support services identified in this Agreement, and as an inducement to Compnay to provide Client with the benefit of Company’s vendor P.0. pursuant to the Agreement and Exhibits, Client hereby ratifies the terms of the P.O. and agrees to all the terms and conditons contained in the P.O, as if Cleint was the Company for purposes of the P.O. and accept all the obligations of Company contained in the P.O. and Client agrees to indemnify and hold Company harmless from any claims , losses, or liabilities that may araise from Client’s use of the P.O. and/or the vendor rendering services pursuant to the P.0.

4.2. Designated Vendor Payments: In order to access the P.O. and obtain the vendor services pursuant to the P.O, the vendor shall bill the Company for the services render pursuant to Clients use of the P.0. and Company shall then bill Client for those services pursuant to the terms of each P.O.

5.3. TRAVEL AND EXPENSES. If Client requires Company to cause its personnel to render services hereunder in connection with the Services at a location that is outside of Los Angeles County, California ("Location"), each time, if any, any of such Company personnel is required to travel to a Location, Client shall provide all such personnel with the following (collectively, "Accommodations"): (i) one round-trip business class air transportation (if available and if used); (ii) hotel accommodations, (iii) ground transportation on a non-exclusive basis (to and from work each working day while on Location and to and from the airport when such Company personnel is required hereunder to travel by air to a Location), and (iv) a reasonable per diem (in accordance with Company's then-existing policy). In addition, any such Company personnel shall be accorded overtime pay in connection therewith in accordance with Company's standard policies. Notwithstanding the above, Company key staff shall receive no less favorable Accommodations than that provided by Client to key department heads on the Production. In addition, if the key staff are required to be at a Location in excess of fourteen (14) consecutive days in connection with the production of the Production, each such Company personnel shall be entitled to one (1) additional round-trip transportation for a non-business companion (if available and if used).

6.4. CREDIT. Upon the condition that the Services are substantially completed by Company and that Company is not in "Default" (as defined in Company's Standard Terms and Conditions ("Standard Terms") attached hereto and by this reference made a part hereof) hereunder, Client shall accord Company the following on-screen credits:

64.1 Digital Media Technical Services. Client shall accord credit to Company in the main or end titles of the Production, in first position following creative and production contractual required credits, including collective bargaining credits, a separate card credit (or credit in a clear field, i.e., the equivalent of a separate card, if the credits are rolling) in the form of :

Technical Media Services

Sony Pictures Technnogies

Culver City, California

The size, form, placement and all other aspects of such credit shall be at Client's sole discretion; provided, however, that no other person or entity rendering animation services, animatronics, visual effects or physical or mechanical effects shall be afforded a more prominent or favorable credit.