Equipment Rental Terms and Conditions

1. Indemnification. Yonder Blue Films LLC (“Lessor”) shall indemnify and hold harmless Woodridge Productions, Inc. (“Company”), its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their officers, directors, employees, agents, representatives & assigns from any and all costs and/or expenses (including reasonable attorney's fees) arising from any claim of injury or property damage incurred as a result of Lessor's acts or omissions.

2. Warranty. Lessor represents and warrants that the Equipment is in good repair and working order, and to the best of Lessor's knowledge, the Equipment has no defects, and that Lessor is the owner of the Equipment. Lessor will indemnify Company for any breach of the foregoing representations and warranty.

3. Malfunctioning Equipment. If any of the Equipment rented under the Rental Agreement should become inoperable or fail to function in the manner for which it was designed ("Malfunctioning Equipment"), Lessor agrees to replace said Malfunctioning Equipment with operable replacement Equipment ("Replacement Equipment") of at least equal quality and capability as shortly thereafter as may be reasonably commercially possible. Provided the Malfunctioning Equipment's failure to perform is not the result of Company's sole negligence, there shall be no additional charge for the Replacement Equipment. If Lessor is unable to provide Replacement Equipment or repair the Malfunctioning Equipment within twenty-four (24) hours from notice by Company, then Company shall have the option, at Company's discretion, to: (a) accept Replacement Equipment of lesser quality at a reduced rate for the remainder of the rental period; (b) terminate the rental of the Malfunctioning Equipment, while continuing the rental of other functioning equipment, and receive a reduced rental rate reflecting the loss of the Malfunctioning Equipment; or (c) terminate the Rental Agreement in its entirety and return all Equipment rented hereunder. If the Rental Agreement is terminated, then all rental charges shall immediately cease, and Lessor shall refund the pro-rated portion of the rental fee already paid to which Company is entitled. If any rental charges are due as of the date of termination, Company shall pay same within ten (10) days from the date upon which the Rental Agreement was terminated.

4. Insurance. Prior to rendering services hereunder, Lessor shall provide a certificate of insurance and policy endorsements to Company in accordance with Exhibit A attached hereto and made a part hereof.

5. Late Fees / Security Deposit. Late fees and/or interest on late payments shall not accrue until the applicable payment is overdue at least thirty (30) days.

6. Photography/Sound Recording Rights. All rights of every kind in and to all photographs and sound recordings made hereunder (including, but not limited to, the right to exhibit any and all scenes photographed or recorded in connection with the Equipment throughout the world in perpetuity) shall be and remain vested in Company, its successors, assigns and licensees, and neither Lessor nor any other party now or hereafter having an interest in the Equipment, shall have any right of action against Company or any other party arising out of any use of said photographs and/or sound recordings whether or not such use is, or may be claimed to be defamatory, untrue, or censurable in nature and Lessor or any other party now or hereafter having an interest in the Equipment, hereby waives any and all rights of privacy, publicity, or any other rights of a similar nature in connection with the exploitation of any such photography or sound recordings.

7. Miscellaneous. This Rental Agreement and Invoice #022b contain the full and complete understanding between the parties and supercede all prior agreements and understandings pertaining to

Equipment Rental Terms & Conditions v4 the subject matter hereof and cannot be modified except in writing signed by both parties. Lessor agrees, represents, and warrants that its sole and exclusive remedy for Company's breach of this agreement shall be through an action at law for monetary damages, if any. Lessor irrevocably waives any right to rescission, equitable, or injunctive relief for any claim, loss, or cost of any kind arising through or in connection with this agreement or the subject matter hereof.

ACCEPTED AND AGREED TO:

COMPANY LESSOR

By: By:

Its: Its:

Equipment Rental Terms & Conditions v4 Exhibit A

INSURANCE REQUIREMENTS

A Certificate of Insurance is to be sent to the Risk Management Department of Woodridge Productions, Inc. reflecting the following insurance coverages:

Commercial General Liability - $1,000,000 per occurrence $1,000,000 aggregate

Excess/Umbrella Liability - $2,000,000 per occurrence $2,000,000 aggregate

Automobile Liability - $1,000,000 CSL Automobile Physical Damage

**Statutory Workers' Compensation **Employer's Liability - $1,000,000

“All Risk” Property and/or Miscellaneous Equipment coverage on all property rented/leased or owned for replacement cost value

For all of these coverages except Worker’s Compensation, provide an endorsement naming Woodridge Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear and as Loss Payees as their interests may appear.

All endorsements required above must indicate that Named Insured's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Named Insured’s insurance.

**Worker’s Compensation coverage should include a Waiver of Subrogation endorsement in favor of Woodridge Productions, Inc., its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns

The insurance carriers must be licensed in the state/province where services are rendered & have an A.M. Best Guide Rating of at least A:VII

CERTIFICATE HOLDER: Woodridge Productions, Inc. 10202 W. Washington Blvd., Culver City, CA 90232, Attn: Risk Management

** Not required if personnel payrolled by Woodridge Productions, Inc.’s payroll services company

Equipment Rental Terms & Conditions v4