TELEVISION

Title of the series: / Title(s) of the episode(s) :

Author :

Producer:

TELEVISION

AUDIOVISUAL PRODUCTION AGREEMENT

TRANSFER OF COPYRIGHT

SCREENPLAY AND DIALOGUES

TV SERIES EPISODE(S)

MADE AND ENTERED INTO BY AND BETWEEN:

Company SA SARL, with a capital of , registered with the Trade and Companies registry of under number , headquartered in ... , herein represented by its Chairman / Manager Mr / Mrs ,

Hereinafter to be referred to as "the Producer",

AND:

Mr / Mrs , Author, member of SACD, residing at ,

Hereinafter to be referred to as "the Author",

IN THE PRESENCE OF:

The Socit des Auteurs et Compositeurs Dramatiques (SACD), a non-trading company with a variable capital, registered with the Trade and Companies registry of Paris under number D 784 406 936, headquartered in (75009), 11 bis rue Ballu,

Represented by, duly hereto authorized,

Hereinafter to be referred to as "SACD".

WHEREAS:

the Producer contemplates to produce a series / mini-series primarily for TV programmes,

- provisionally or definitively entitled:

- dealing with

the Producer intends to ask the Author to write all the episodes / one episode / of () episodes as required for completing the series (hereinafter to be referred to as the work).

the purpose of this agreement is to define the conditions in which the Author shall contribute to the work and shall transfer to the Producer all necessary rights to produce and exploit the work.

NOW THEREFORE, IT IS AGREED AS FOLLOWS:Article 1 PURPOSE OF THE CONVENTION

1. The Producer gives the Author a commission, under the conditions as set forth below, to write the screenplay and the dialogues,

- for a series of episodes of minutes each,

- of the episode(s) No. in the series / mini-series that will comprise a total of ... episodes of minutes each,

that will provisionally or finally be entitled:

The texts shall be written by the author, either alone or in joint authorship with Mr /Mrs

Every addition of a joint author shall be mutually agreed upon.

2. The Author undertakes, for the delivery of his/her work, to meet the following jointly agreed schedule:

- the first version of both screenplay and dialogues relevant to episode No(s): either on or days after being commissioned by the Producer;

- the amended version of both screenplay and dialogues relevant to episodeNo(s): either on or days after being commissioned by the Producer.

3. The Author shall comply, with respect to his/her assigned task, to the written instructions that shall be provided to him/her by the Producer, in line with the goals of production.

4. It is agreed that:

- the direction of the work shall be entrusted to Mr /Mrs

or

-the director will subsequently be chosen jointly by the Author and the Producer.

5. In case of joint authorship for the episodes of the series, it is understood that, as they are written, a genealogical sheet shall be drawn up for each episode and shall contain, in particular:

- the name(s) and contact details of the/those author(s) who previously took part in the work, in chronological order of participation in the text writing process;

- the nature of the latest delivered draft of the text.

6.In the event that the episode title(s) would not be identical to the above mentioned one, the final title would be jointly chosen by the Author and the Producer.

Article 2 TRANSFER OF RIGHTS

Subject to the full performance of this agreement and the regular payment of the following remunerations to be borne by theProducer, the Author, with the SACD consent, shall transfer to the Producer, in the conditions and subject to the exceptions as stated hereinafter, on a worldwide basis, exclusively and for the time period as specified in Article 3 hereinafter, the exploitation rights as defined below:

I Exploitation through TV BroadcastingA. The reproduction right

This reproduction right encompasses:

1. the right to get the work directed in the French language original version;

2. the right to record or get recorded by any technical process and on any analogue or digital medium, in any format, the black-and-white or colour images, the original sounds and dubbed versions, the work titles or subtitles, as well as the still photographs showing scenes from the work;

3. the right to prepare or get prepared, in such number as the Producer will wish, any original, duplicate or copy of the final version of the work on any analogue or digital medium;

4. the right to circulate or get circulated such originals, duplicates or copies, for TV broadcasting of the work and every exploitation as listed hereinafter.

B. The performing right The performing right encompasses:

The right to perform or have performed the Film by television broadcasting, in the original, dubbed or sub-titled versions, by terrestrial broadcasting, by satellite, or by cable, by online means of transmission such as networks, notably internet or mobile phone transmission, in view of its communication to the public at no cost, against a fixed subscription or an individual price, for transmission to fixed or mobile terminals, whereby the onus is on the Producer to inform the television broadcasters (and, in a general sense, all suppliers of media services) installed in or having their programmes broadcast in France, Belgium, Switzerland, Canada, Monaco, Luxembourg, Spain, Italy, Argentina, Bulgaria, Latvia, Estonia, Poland, Liechtenstein, as well as any other territory where SACD, which the Author is a member of, or any other such Society subsequently representing SACD, would later intervene, that the performance of their own obligations towards the Producer does not release the said television broadcasters (or, in a general sense, all suppliers of media services) from the obligations which they have or must contract with the aforementioned Societies of Authors.

On simple written request, SACD will provide the Producer with the updated list of these new territories in which it may act.

It is expressly specified that:

- The Authors rights pertaining to the simultaneous, integral and unaltered cable retransmission are and will be managed worldwide by SACD pursuant to the general agreements it has reached or will reach either directly or indirectly with the cable operators.

- With respect to video on demand and pay-per-view exploitation: the transfer by the Author to the Producer of the right to exploit the Film by all means of telecommunications enabling the public to access the Film in exchange for the payment of an individual price, notably under conditions of pay-per-view and video on demand, is granted under the terms and conditions provided for in the protocol dated 12 October 1999 signed between SACD and Professional Producer Organizations. In the event of this protocol expiring without being renewed, the conditions of this transfer will be defined by means of a rider agreement signed in good faith between the parties.II Secondary exploitationsThe secondary exploitation rights encompass:

-the exploitation through videograms (or every other physical medium reproducing the work);

The Author transfers to the Producer the right to reproduce the work covered by this agreement on every presently known or unknown physical medium intended for sale, rental or lending for private use by the public;

- the exploitation of the making-ofs and the additional exploitations of the work in the form of bonuses. The right to produce and exploit in any language one or more audiovisual works known as making-ofs aiming at describing, analysing and commenting on the creative process pertaining to the work covered by this agreement.

The making-of may be exploited separately from the work under and through the exploitation modes as provided for in Articles 2-I and 2-II and/or in the form of bonuses as an additional exploitation of the work for the exploitations in the form of videograms intended for sale, rental or lending for private use by the public;

. the right to reproduce and perform, in the form of bonuses as an additional exploitation of the work for the exploitations in the form of videograms and/or within the aforesaid making-ofs, the following works or elements: the excerpts from the work, the shots and footage that are not included in the final version of the work, clips depicting the work filming, the photographs from the work, the audio commentaries and the storyboard.

. More generally, the addition of bonuses and the shooting of making-ofs shall be made without prejudice to the Authors moral right and any other personal rights.

The Producer undertakes to make a personal case of any further agreement that might prove necessary for the exploitation of the making-of and other elements or works being exploited in the form of bonuses, as well as the complaints that might be made on this account by third parties, so that the Author cannot be harmed or prosecuted on such grounds.- The exploitation in an interactive multimedia programme.

The Author transfers to the Producer the right to exploit the work in the form of excerpts lasting less than 6 (six) minutes (accounting alone for less than 10% (ten percept) or cumulatively less than 15% (fifteen percept) of the length of the work), being part, without any change, of an interactive multimedia programme liable to be exploited either on any medium intended for sale, rental or lending for private use by public or through hertzian, cable, satellite TV broadcasting or by means of a network. Such a transfer is granted hereto under the conditions and subject to the compliance with the provisions of the protocol dated 12 October 1999 signed between SACD and PROCIREP.

In the event that this protocol would expire without being renewed, then the conditions of said transfer would be defined by an Amendment entered into in good faith between the parties;

-theright to reproduce and perform, without prejudice to the Authors moral right, any excerpts from the work as well as all the photographs for promotional purposes or through such exploitation modes as specified in this agreement, except for the exploitation in an interactive multimedia programme that shall be conducted in accordance with the previous item. The Authors prior written consent is a prerequisite for any exploitation of work excerpts or elements (titles, characters, sets, costumes, props, posters, photograms, photographs) for promotional purposes. The remuneration therefor shall be determined in good faith by the parties;

-the right to exploit all or part of the work soundtrack on phonograms (analogue or digital media);

the right to allow the public presentation of the work upon every fair, festival or promotional event;

-the right to exploit the work by any audiovisual means and processes in the non commercial circuits.

-The right to reproduce or get reproduced, in any languages, accounts of the work, either illustrated or not, provided that these accounts do not exceed 5,000 (five thousands) words and are only intended for work advertising and promotional campaigns.III Rights reserved to the AuthorAll those rights that are not expressly mentioned in this Article remain the exclusive property of the Author who has the right to dispose of them at his/her discretion and without any restriction whatsoever. The Author retains, inter alia, noting that the enumeration is not restrictive, all his/her rights on the work with a view towards live theatrical performances, adaptations for radio and literary and graphical publishing in any forms and in any languages.

The rights relating to the adaptation of the work in another audiovisual form (such as the remake right and the sequel right) are expressly reserved for the Author.Article 3 DURATION

1. The rights as listed in Article 2 hereinabove are transferred exclusively to the Producer for a period of . ( ) years following the signing of this agreement.

2. In the event that, within ( ) months of the signing of this agreement, the work would not have been completed (the work being deemed completed at the time when the final version has been achieved as provided for in the first item of Article L.121-5 of the Intellectual Property Code), this agreement will automatically be terminated by the mere expiry of the term, without requiring any formal notice or legal formality; the Author will then recover full ownership of his/her rights and, in any case, he/she will retain the sums he/she would already have received.

Article 4 REMUNERATIONI Exploitation through TV broadcastingIn consideration of the rights transferred to the Producer under Article 2I hereinabove, the Author shall be granted:

A. A flat-rate remuneration (also known as exclusivity fee or commissioning fee) of:

H.T. (euros before taxes) for the transfer to which this agreement applies.B. A remuneration based on the exploitation, in accordance with the following rules:

1. a)For all the countries mentioned in Article 2IB hereinabove, as well as in any new territory of intervention, in which SACD or any society of authors representing SACD collects or will collect from the TV broadcasters (and more generally from all the audiovisual media service providers) the royalties resulting from the use of the works belonging to its repertory, the Author remuneration shall comprise said royalties as distributed in accordance with SACDs rules.

b)For the pay-per-view / VOD exploitation in France, the Author remuneration shall comprise the royalties as collected by SACD from the audiovisual and online communication service providers, under the protocol dated 12 October 1999.

Such a remuneration shall be distributed among the authors of the work in accordance with SACDs rules.Furthermore, the Producer shall pay the Author an additional percentage which is set to:

- % (percent) of the public price.

2.For the other countries, the Producer shall pay the Author a percentage of:

% (percent) of the Producers share of net receipts.

3.As an advance (also known as guaranteed minimum) on the proceeds of the percentages to be borne by the Producer as provided for both in item 2 hereinabove and Section II (Secondary Exploitations) hereinafter, the Producer shall pay the Author an amount of:

- H.T. (euros before taxes)

That amount shall be paid to the Author in accordance with the payment scheme as set out in Article 5 hereinafter.

The amount paid by the Producer on account of the guaranteed minimum is non-interest-bearing.

That guaranteed minimum shall be deducted out of the amounts the Producer will be required to pay to the Author on account of the percentages as provided for both in item 2 hereinabove and Section II (Secondary Exploitations) hereinafter.

The Producer shall exercise the compensation until the back payment is fully made, it being understood that if all the monies payable to the Author were less than the amount of the guaranteed minimum, then the Producer could not seek any remedy against the Author for the difference.

II Secondary exploitationsSubject to the provisions in the sections below, in all situations where the exploitations referred to in item 2II hereinabove will yield receipts for the Producer, the latter will pay the Author a percentage of:

% ( percent) of the Producers share of net receipts.

It is expressly agreed, however, that:

On account of the exploitation through videograms

SACD, USPA, SDRM and SCELF (representing the literary publishers) signed, on 18 December 2006, an agreement on the administration of remuneration for the authors who are SACD members or are represented by SCELF due to the videographic publishing of their works (refer to the information brief about the USPA SACD SDRM SCELF video agreement, to be downloaded from the Tlchargement / Audiovisuel / Les contrats section on the SACD website www.sacd.fr).

You may henceforth choose either the collective administration of the remuneration through SACD or the individual administration of the remuneration by the Producer himself/herself.

When you choose collective administration, please add the following clause:

In accordance with the provisions as laid down in the protocol dated 18 December 2006, signed by SACD, U.S.P.A., S.D.R.M and S.C.E.L.F, in case of a videographic publishing of the audiovisual work on an analogue (VHS, ), digital (DVD,) medium or any other physical medium, for main or accessory purposes (such additions as the so-called bonuses , box sets, publishing associated with a magazine, a book, an audio CD, etc.), for sale, rental or lending, for the users private use, the parties state they adopt the collective administration of the remuneration the Author is entitled to, which, accordingly, will be paid to him/her by SACD.

These remunerations shall comprise the monies collected by S.D.R.M, which has been granted an exclusive mandate by SACD for the reproduction of the works belonging to its repertoire, with the video publisher of the audiovisual work, at the rate specified in the protocol.

When you choose individual administration, please add the following clause:

In accordance with the provisions as laid down in the protocol dated 18 December 2006, signed by SACD, U.S.P.A., S.D.R.M and S.C.E.L.F, in case of a videographic publishing of the audiovisual work on an analogue (VHS, ), digital (DVD,) medium or any other physical medium, for major or accessory purposes (such additions as the so-called bonuses , box sets, publishing associated with a magazine, a book, an audio CD, etc.), for sale, rental or lending, for the users private use, the parties state they adopt the individual administration of the remuneration the Author is entitled to, which, accordingly, shall be paid to him/her by the Producer.

On that account, the Authors remuneration shall comprise a percentage of:

- % (percent) of the wholesale catalogue price excluding taxes (also known as PPD or Published Price to Dealers), i.e. the highest price excluding taxes that can be applied to the retailer by the video publisher for the just-published relevant copy during the exploitation period being considered on account of the exploitation of the work.

As provided in the aforesaid protocol, the Producer undertakes to expressly inform every possible videographic publisher that he/she will pay the aforesaid remuneration directly to the Author and thereby undertakes to notify to the latter the video edition of the work that is about to be made and pay the sums owed as provided for in this agreement.

On account of the exploitation of the making-ofs and the exploitation in the form of bonusesOn account of the video exploitation of the works covered by this paragraph, the Producer will pay the Author a percentage of:

- ...% (percent) of the pre-tax price paid by the public.For the exploitation of videograms abroad and if the public price cannot be determined, then the Producer will pay the Author a proportional remuneration at a percentage of:

- ...% (percent) of the expected Producers share of net receipts from the exploitation of the work through the marketing of all media intended for private use by the public.

On account of the exploitation of the making-ofs by TV broadcasting, the percentage below shall not have to be paid by the Producers in those territories (mentioned in Article 2-I-B hereinabove) where SACD works either directly or indirectly with the TV broadcasters (and more generally with all the relevant media service providers) for collecting or getting collected the royalties owed because of the use of the works in its repertory, the remuneration for the Author then consisting of said royalties being distributed in compliance with SACDs rules. The Author shall receive a percentage of % (percent) of the Producers share of net receipts for the exploitation by TV broadcasting in other territories than those mentioned in Article 2-I-B hereinabove. On account of the exploitation of audiovisual excerpts incorporated into multimedia programmes as laid down in Article 2-II and in accordance with the protocol concluded between SACD and PROCIREP on 12 October 1999, the Authors remuneration shall consist of a percentage of:

- % (percent) of the flat rate price as negotiated with the publisher by the Producer, which shall be complemented by the royalties collected by the joint society as set up by SACD and PROCIREP according to the aforesaid protocol. Exploitation in the form of phonograms

Anyway, whether his/her contribution is taken up or not in the marketed phonograms, the Author shall be paid by the Producer a remuneration that will be proportional to the Producers share of net receiptsand identical to that laid down above at the beginning of Article 4-II.

Apart from that remuneration and if his/her contribution is wholly or partly taken up in the marketed phonograms, the Producer undertakes to give the Author prior notice of any phonographic exploitation to enable the latter to complete the necessary formalities particularly the declaration of the work with SACEM - SDRM that will collect and distribute the royalties the Author is entitled to in addition to the remuneration referred to in the preceding item.

III Profit sharingApart from provisions of Articles 4-I and 4-II above (dealing with the remuneration of the exploitations: percentages and advance payment) in this agreement, the Producer undertakes to pay the Author, after the initial transfer to French broadcaster(s)/pre-purchaser(s) of two broadcasts (or three when so provided in the initial agreement, within the frame of the provisions in the Decree 2001-609 of 9 July 2001), a share of the profits at a percentage that is set to:

- % (percent) of the Producers share of net receipts, without any limitation in amount or time.

The abovementioned percentage will be applicable both to the expectedProducers share of net receipts arising from the transfer of further broadcasting rights to the initial broadcaster, or any domestic analogue broadcaster, then every national digital broadcaster on completion of the analogue broadcasting, and to all the other exploitations of the work.

For the application of the preceding item, the cost of the work shall be deemed to be amortized through the initial transfer of two broadcasts (or three, within the frame of the Decree 2001-609 of 9 July 2001) to the French pre-purchasing broadcasters. The Producer, however, retains the capability to postpone the application of said item beyond such initial transfer of broadcasts, if he/she establishes evidence that the work covered by the sale is not amortized through that first transfer.

If this is the case, the Producer shall pass on all the relevant supporting documents to the Author (and to SACD) to give evidence that the work cost is not amortized yet. It is understood that the work cost is as registered with CNC and that all the receipts, sales, pre-sales and co-productions of the work, along with the present and future aids and supports from domestic, European or other resources, as well as the automatic support, the French selective support, are included in the amortization of the work cost.

Anyway, the Producer undertakes to report to the Author (and SACD) every transfer to the pre-purchasing broadcasters he/she will arrange after the initial transfer.IV - Remuneration for private copying Collective administrationIt is made clear that, where necessary, the Author will keep his/her whole share of the royalties which he/she is entitled to under the right to remuneration for private copying of works, particularly the remuneration established under Article L.3111 of the Intellectual Property Code, that shall be paid directly to him by SACD, as well as all those rights that are or will be collectively administered.

Article 5 - SUBMISSION OF FINANCIAL STATEMENTS PAYMENT1.The remunerations as provided in Article 4-I-A and B.3 above will imply the following gross settlements excluding taxes by the Producer:

H.T. (euros excluding taxes) upon the signature hereof;

H.T. (euros excluding taxes) upon the submission of the screenplay and dialogues of the episode No(s). to the Producer;

- H.T. (euros excluding taxes) upon the submission of the amended screenplay and dialogues of the episode No(s). to the Producer.

2. As of the first exploitation of the work, the financial statements shall be prepared as at 31 December on a yearly basis and shall be submitted to SACD within one month of their final preparation, together, where necessary, with the proceeds of the percentage which the Author is entitled to pursuant to the provisions in Article 4 above.

The Producer shall keep financial accounts in his/her records, to be made available to SACD, the Producer already acknowledging SACDs right to audit the books at his/her head office at any time whatsoever during working days and hours, provided that an 8 (eight) days notice will have been given.

SACD shall have full powers to request, on behalf of the Author, evidences substantiating the financial statement submitted to it; pursuant to Article L.132-28, 2nd item in the Intellectual Property Code, the Producer shall be obliged, inter alia, to provide SACD, on request, the copy of every contract under which he/she would wholly or partly transfer to third parties the rights he/she has with respect to the work covered hereby. 3. All the payments shall be made, on behalf of the Author, by cheques made out to SACD, 11 bis rue Ballu, Paris (75009).

All the amounts to be collected shall be increased with the VAT, at the rate and legal conditions in effect.

No deduction shall be made by the Producer from the amounts paid to the Author on account of the social security contribution, the CSG tax (Generalized Social Contribution) and the RDS tax (Reimbursement of the Social Debt), SACD itself having been given a mandate by AGESSA to levy the contribution payable to that body; that mandate covers the collection of both broadcaster contributions and pension contribution (RACD); every sum paid to SACD on behalf of the Author shall also include said contributions at the rates in effect.4. Where the Producer fails to submit the financial statement or pay any of the amounts the Author is entitled to under this Agreement on the due dates, and 15 (fifteen) days after SACD has unfruitfully sent a formal notice by way of certified letter with return receipt, this agreement shall be terminated as of right, at the Authors and SACDs discretion, without implying that the termination be confirmed by any legal formality, the Author then recovering his/her full copyright ownership, without any formality or restriction, the already received amounts being definitively earned by him/her, and the outstanding monies becoming immediately payable, without prejudice to anypossible damages. Article 6 PROMOTION/ADVERTISEMENTIn all the promotional documents all over the world, in any form whatsoever (program, press packs, etc.), as well as in the opening and closing credits of the episode(s), the Authors name shall be prominently displayed as follows, just before or after the title of the work: SCREENPLAY AND DIALOGUES

BY..

All the characters in the Authors first and second names shall be of the same height, width and size. The above mention in the work opening credit shall be written on a single, fixed caption if that method is used. Where applicable:

Mentioning the name of a performer or any other participant in every promotional document shall necessarily include mentioning the Authors name as provided hereinabove. Apart from the abovementioned standard promotional documents, however, the Producer reserves the right to prepare a specific promotion from an advertising slogan or so-called tagline in which no name can be mentioned but those of the key performers. Article 7 - CONSERVATION OF THE ELEMENTS HAVING SERVED TO MAKE THE WORK (Article L. 13224, last item, of the Intellectual Property Code)1.The Producer undertakes to ensure permanent safeguard and preservation in France, in an authorized laboratory or body (Service des Archives Cinmatographiques, Cinmathque Franaise, INA...):

- ready-to-show master copy, image and sound.

The Producer shall notify the Author, on request, of the place where the said elements will be warehoused.2.A copy of the work recorded on a DVD (or any other new marketed medium) shall be supplied free of charge to the Author for personal and private use as soon as the master copy is delivered.Article 8 - PROTECTION OF RIGHTS1.Subject to the rights granted to the societies of authors and the specific rights of the joint authors, if any, the Author guarantees to the Producer, albeit without prejudice to the provisions of Article 2-III, the peaceable enjoyment of the transferred rights, particularly:

-that he/she will not introduce into his/her work any reminiscence or resemblance liable to infringe the rights of a third party;

-that he/she has not done nor will do anything liable to prevent or hinder the full enjoyment, by the Producer, of those rights granted to him/her by this transfer. _______________________________________________________________________

If the work(s) is/are inspired by a news item or a person having actually existed, then the following clause shall be proposed:

Considering the very subject of the work, it is already anticipated that elements will be based on topical issues, life courses of actual characters, etc., which the Producer declares he/she has taken note of and accepts.

It is agreed between the parties that every ultimate decision to introduce events that have really taken place or are inspired by actual facts will rest with the Producer. Since these matters are systematically discussed with the Producer while writing the work, any proceedings against the Author shall be taken on by the Producer. In particular, the Producer shall arrange for all the required authorizations. The Author will assist him/her in that task, if needed._______________________________________________________________________

2. The Producer will hereby have the right to take legal action against any form of counterfeiting, imitation or exploitation of the work whatsoever, within the limits of the rights transferred under this agreement, but at his/her own expense and risk and at his/her own request.3. It is understood that the Author only guarantees the transferred rights to the extent that and insofar as the literary and artistic property is recognized and ensured by the legislation, practices and local case law of each country.4. The Author agrees to provide any certificate that could happen to be requested by the Producer for the French or foreign bodies to which the Producer would have to deliver said certificate.5. The Author expressly recognizes the Producers right to choose one or more translators for the purpose of ordering from them a version of the work or accepted texts in one or more foreign languages. In such a case, the parties agree that the involvement of one or more translators will not result, for the Author or the Producer, in any change whatsoever in the performance of this agreement.6. The Author hereby authorizes, in the exercise of his/her moral right in particular as set out in Articles L.121-1 and L.121-5 of the Intellectual Property Code, the insertion of commercials into the work, upon its exploitation and particularly its TV broadcasting, such commercials being of interest for companies, brands of products and services, in strict compliance with the provisions in the current laws and regulation.Likewise, the Author expressly accepts that, during the broadcasting of the work, the broadcasters unique trademark or logo be displayed on the screens, as well as the pictograms or signs for the protection of children and youth.

The Author is also informed that the work may be commercially sponsored, the Author declaring he/she accepts.Article 9 RETROCESSION TO A THIRD PARTYThe Producer shall have the option to retrocede the enjoyment and the costs of this agreement to any third party of his/her choice, particularly within the context of a co-production between French and foreign producers, provided that said retrocession is notified to the Author by way of registered mail with acknowledgement of receipt to be sent to SACD within 15 (fifteen) days of the signature, and to oblige the transferee to fully comply with the obligations arising from this agreement.The Producer shall be required to attach a copy of the co-production contract and/or retrocession contract to the aforesaid notification letter, pursuant to the 2nd item of Article L.13228 in the Intellectual Property Code.

Article 10 ASSIGNMENT OF AN INTERNATIONAL STANDARD AUDIOVISUAL NUMBER (ISAN)The Producer undertakes to register the work at his/her own expense with the French ISAN Agency for the purpose of getting an International Standard Audiovisual Number from the latter no later than the first communication of the work to the public.

At the request of the Author or SACD, the Producer shall notify the Author of the film ISAN number.

Article 11 - PROTECTIVE TECHNOLOGICAL MEASURESPursuant to the provisions in Article L.131-9 of the Intellectual Property Code, the Author acknowledges that the Producer shall have the option, without prejudice to the provisions in Article L.311-1 of the Intellectual Property Code dealing with the remuneration for private copying, within the context of any future exploitation of digital copies of the work and/or its accessory elements in accordance with Article 2 hereof, particularly within the context of any VOD exploitation of the work or its accessory elements (in streaming and/or in temporary and/or definitive downloading), to implement any such protective technological measures (including, but not limited to, any encryption and/or detection and territorial blocking method) as defined and allowed in Article L.331-5 of the Intellectual Property Code on the one hand, and any such work identification technological measures (including, but not limited to, any marking and/or digital watermarking) as defined and allowed in Article L.331-11 of the Intellectual Property Code on the other hand) with a view to prevent any illegal copying, ensure compliance with the territoriality of the rights being assigned to the Producer and/or that he/she will grant to any third party, and more generally to ensure compliance with the rights of the Author and/or the Producer on the work and its accessory elements. Upon written request from the Author, the Producer shall notify the Author of the key characteristics of these protection and/or identification measures used.Article 12 TERMINATION CLAUSE In the absence of compliance with any provision hereof (except for the provisions as defined in Article 5-4 hereinabove that includes a termination clause for non-payment), after a fruitless formal notice by way of certified letter with return receipt within 15 (fifteen) days of the dispatch of notice, this agreement shall be terminated as of right at the sole prejudice and detriment of the defaulting party, simply by way of certified letter with return receipt without any other legal formality at the other partys discretion, without prejudice to any possible damages. In the event of a formal notice to the Author, then the certified letter with return receipt shall be sent to SACD.Article 13 ENTRIES IN THE CINEMA AND AUDIOVISUAL REGISTERSThe Producer undertakes to enter, where necessary, this agreement in the Cinema and Audiovisual Registers. An evidence of such entries shall be supplied by the Producer within 3 (three) months of the entries in the registers.Article 14 ARBITRATION CLAUSEAny dispute that would arise in the course of or following the performance of this agreement, particularly with respect to its validity, interpretation and/or performance, shall be settled through mediation and, as needed, arbitration, in accordance with the rules of lAssociation de mdiation et darbitrage des professionnels de laudiovisuel (AMAPA) which, as professionals, the parties declare they accept.

The parties hereby accept that AMAPAs mediation and arbitration rules in force on the day of the dispute be applied.It is reminded that the chosen Arbitrators shall act on an equitable basis by application of the professional practices and shall take in account the whole Memorandum of Understanding on relations between screenplay writers and TV producers of 28 May 2001, in particular the Code of good behavior.The parties expressly reserve the right to appeal the Arbitrators decision and declare therefor they assign exclusive jurisdiction to the Paris Court of Appeal.

Article 15 ADDRESS OF SERVICEFor the purpose hereof, the parties designate as their addresses for service the addresses that can be found at the top of this agreement.

Done in FOUR copies, ONE of which being intended for the Cinema and Audiovisual Registers

At, on

The Authorpp Producer

__________________________________________

pp SACD

_____________________

ANNEX 1

DEFINITION OF THE Producers share of net receiptsUsed as the basis for calculating the pROPORTIONAL REMUNERATIONAs a rule, under this agreement, the phrase " Producers share of net receipts " shall be interpreted as referring to all the receipts, net of taxes, of any kind or origin, as generated and collected on account of the exploitation of the work and all or part of its elements throughout the world, in all formats, in all languages, under all titles, through all known or forthcoming modes, means, processes, after only deducting the substantiated costs arising from the exploitation and incurred by the Producer.

It covers more particularly:

I EXPLOITATION IN FRANCE

A. EXPLOITATION THROUGH TV BROADCASTINGThe Producers share of net receipts comprises the amounts excluding taxes as paid by each TV broadcaster (hertzian, cable, satellite TV delivery systems, etc.) for the acquisition, for the purpose of his/her own programme, of the work broadcasting rights, after deducting, as needed and on a fully accountable basis, the following costs before taxes:

sales commission, if any, the rate of which may not exceed 20%, it being understood that no commission shall be charged on the transfers used for financing the work;

price of the copies involved by the exploitation, and of all the elements demanded by the TV broadcasters, if it has to be borne contractually by the Producer. In the event that the Producer would globally assign to a third party, for a specified period, the exploitation rights for broadcasting the work, the third party having the option to deal for his/her own account with the TV broadcasters established in France and/or all or part of the French-speaking countries, it shall be the Producers responsibility to insure that the payment of the remuneration to the Author, as provided hereinabove, shall be borne by his/her transferee. B. OTHER EXPLOITATIONSIt is understood that the Producers share of net receipts covers the amounts excluding taxes (including the advance payments and guaranteed minimums), collected by the Producer and/or any other people or company negotiating, instead of the Producer, the work exploitation rights, net of the costs as substantiated and borne by the Producer for said exploitations.

II EXPLOITATION ABROADA. FLAT RATE SALEThe Producers share of net receipts comprises the amounts before taxes as paid by the purchasers or distributors abroad, after deducting:

1.the foreign sellers commission, the rate of which may not exceed 30%;

2.the technical costs incurred for dubbing, equipment involved by the exploitation of the work in the allotted territories, customs duties, transport and miscellaneous expenditures, upon presentation of substantiating documents, provided that these costs are borne by the Producer.The total amount of the costs, including the commission, shall not exceed, upon presentation of substantiating documents, 35% of the amount of gross sales.

B. DISTRIBUTION ON A PERCENTAGE BASISThe distribution agreements to be entered into for the exploitation of the work in each foreign country shall be negotiated to obtain optimum terms taking the characteristics of the work and relevant market into account. The advances and guaranteed minimums paid by the distributors (net of the commission, if any, of the seller abroad), as well as the monies paid by the distributors in excess of said advances and guaranteed minimums, shall be considered as Producers share of net receiptsIII - CO-PRODUCTION BETWEEN FRANCE AND ANOTHER COUNTRYIf the work is produced in French and foreign co-production, the amount of the contribution from the foreign co-producer (as well as all the sums that would additionally be paid to the Producer) shall be considered as flat rate Producers share of net receipts for those countries the exploitation rights of which exclusively belong to this foreign co-producer pursuant to international co-production agreements. Accordingly, the receipts from the exploitation in said territories and allocated to the foreign co-producer shall not be deducted for the purpose thereof.PAGE DAV_SD_EPISOD_5_ANG 0413.doc