LICENSOR: HISTORIC FILMS ARCHIVE, LLC
ADDRESS: 211 THIRD STREET, GREENPORT, NEW YORK 11944

LICENSEE:
ADDRESS:

1.STOCK FOOTAGE INVOLVED (hereinafter the "Stock Footage"):

2.PRODUCTION IN WHICH STOCK FOOTAGE IS TO BE USED (hereinafter the "Production"):

3.PERMITTED USAGE OF STOCK FOOTAGE:

A. Number of uses permitted:

B. Total length of permitted usage:

C. Media in which use permitted:

D. Terms for which use permitted:

E. Territories in which use permitted:

F. Other limitations on permitted uses:

4.LICENSE FEE: Licensee shall pay to Licensor a fee in the sum of $ which shall become due and payable within thirty (30) days of the date of this Agreement, and further agrees that 100% of said fee shall in all events be payable to Licensor as a cancellation fee whether or not Licensee uses the Stock Footage as contemplated herein in order to compensate Licensor for costs of compiling, copying, researching, etc.

5.LICENSE GRANTED: In consideration of payment of the license fee, Licensor hereby grants to Licensee, without warranty except as expressly stated herein, a limited, non-exclusive, non-transferable license to use the Stock Footage, subject to the terms and conditions specified herein, and as follows:

A. Licensee hereby expressly agrees that the Stock Footage shall be used only for the permitted purposes as set forth in paragraphs 2 and 3, above, and for no other purpose;

B. Licensee shall not permit the Stock Footage to be made available to or to be used by any other party not expressly contemplated herein at any time or in any manner other than as provided for in this Agreement;

C. Licensee shall accord Licensor a prominent courtesy credit for the use of the Stock Footage on the title cards of the Production in a manner equal in all respects to any other courtesy credits which licensee may accord to others in the Production;

D. Licensee agrees, at its sole expense, to promptly return to Licensor all video tape sub-masters or any other physical materials containing the Stock Footage after the completion of editing of the Production;

E. Licensee shall, upon request from Licensor, and at Licensee’s sole expense, provide to Licensor aDVD or other agreed upon viewing format, of the completed final version of the Production before Licensee releases the Production for broadcast;

F. Licensee agrees to pay all laboratory, duplication, uploading,transportation and other related costs which may be involved in producing and delivering the Stock Footage, and further agrees to return the original Stock Footage to Licensor within ninety (90) days of the date of this Agreement.

6.LIMITED LICENSE: With respect to the License granted hereunder, it is expressly understood and acknowledged by Licensee that:

A. Any rights, title or interest which the Licensor maintains with respect to the Stock Footage are expressly reserved by Licensor, subject only to the limited rights under the license as granted hereunder;

B. Licensor warrants only that it has the right to grant this License with respect to the copyright of the Stock Footage and agrees to indemnify and to hold Licensee harmless only to the extent of any substantiated third-party claims for infringement of any motion picture copyright arising from the contemplated use of the Stock Footage as expressly authorized herein.In the event that such claims are made against Licensee, Licensee must immediately notify Licensor in writing regarding the details of such claims, and permit Licensor, at its sole option and discretion, to assume the responsibility for control and the defense of any litigation, including but not limited to all aspects of settlement, compromise, etc.

7.LICENSEE'S ACKNOWLEDGMENTS AND INDEMNIFICATION: Licensee expressly represents and acknowledges that:

A. Licensee's contemplated use of the Stock Footage may require other consents, clearances, releases or licenses from parties other than Licensor, and Licensee hereby agrees to be solely responsible for obtaining all such necessary consents, clearances, releases or licenses and for making all payments required thereunder to any union, guild, actor, writer, composer, musician, producer, director or any other person or entity whose performances have been recorded in or who have performed services in connection with the Stock Footage;

B. Licensee is solely responsible for the matters set forth in subparagraph 7(A), above, and hereby agrees to indemnify and to hold Licensor (and its agents, employees, representatives, affiliates, parent and subsidiary corporations, each and all of them) harmless against any and all actions, claims, costs (including reasonable attorneys' fees), damages, demands and expenses brought against, suffered or incurred by Licensee as the result of any breach or non-observance of any of the obligations set forth in subparagraph 7(A), above;

C. The terms of the indemnification set forth in subparagraph 7(B) above, shall apply to all loss, cost, damage, liability or expense of any kind arising from claims of defamation, commercial disparagement or other actionable wrong committed by Licensee in connection with the Production.

8.LICENSE TERMINATION: Upon the expiration of the license period set forth in paragraph 3 above, or upon termination of this Agreement for whatever cause, all of Licensee's rights and entitlements granted hereunder shall immediately cease and the license granted hereunder shall immediately revert to Licensor.The termination of this Agreement for whatever cause shall not cancel or release any indebtedness of the Licensee to the Licensor.

9.MISCELLANEOUS:

A. Nothing in this Agreement or in the license conveyed hereunder shall be deemed to constitute a partnership or joint venture between the parties, and neither party shall do or permit any act to be done whereby it may be represented as agent or partner of the other;

B. This Agreement is personal to and for the sole benefit of the Licensee and the Licensee shall not be entitled to assign, transfer, license, sell or dispose in any way of any of its rights, interests or obligations under this Agreement to any third party;

C. No waiver (whether express or implied) by Licensor of any breach by the Licensee of any of its obligations hereunder shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by the Licensee of any such obligations;

D. Licensee expressly acknowledges that its failure to comply with any of the terms and conditions of this Agreement will render this Agreement and the license conveyed thereunder null and void ab initio, and that a breach by Licensee of any of its representations, warranties or undertakings herein may constitute an infringement of copyright, thereby entitling Licensor to all equitable remedies, costs and attorneys' fees;

E. This Agreement shall be interpreted in accordance with the laws of the State of New York and will be subject to the exclusive jurisdiction of the courts, state and federal, located within the State of New York to which the parties hereby submit in relation to any dispute arising hereunder;

F. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and any amendments, changes or modifications shall have legal effect and be binding only if made in writing and signed by both parties.