1. CONTRACT: This master agreement ("Agreement") and any attachment hereto contain the entire Agreement between Camera Support, LLC and the Client and supersede all other agreements, expressed or implied, oral or written. This Agreement may be amended or modified only by an agreement in writing signed by Camera Support, LLC and the Client. This rental of equipment, manpower and any other miscellaneous items referred to in this Agreement furnished by Camera Support, LLC are collectively referred to as "Services".

2. TERMS OF PAYMENT: 50% of the estimated cost is due in advance of the Client's rental with the balance due 10 days after the date of the final invoice unless otherwise specified elsewhere in the Agreement. In the case of projects that are ongoing over a period of time, invoices will be generated on a weekly basis and payment is due as set forth in such invoices.

3. INTEREST ON LATE PAYMENTS: Any amounts remaining unpaid when due shall be subject to an interest charge calculated at the maximum annual rate permitted by law. Any adjustment claim must be presented in writing within 10 days of the date of invoice. Client is responsible for any and all costs, including legal fees and court costs incurred by Camera Support, LLC in the collection of unpaid invoices.

4. TAXES: The client is liable for any taxes due, including sales tax, imposed upon Services provided by Camera Support, LLC hereunder.

5. NOT RESPONSIBLE: CAMERA SUPPORT WILL NOT BE HELD FINANCIALLY RESPONSIBLE, IN ANY WAY, FOR ANY DOWN TIME RESULTING FROM EQUIPMENT FAILURE, LATE DELIVERY, OR OPERATOR RELATED PROBLEMS.

6. LIMITATION OF LIABILITY: In no event, including in the case of a claim of negligence or failure to perform, for any reason beyond the control of Camera Support, LLC shall Camera Support, LLC be liable to the Client for incidental or consequential damages. This includes, but is not limited to liability for damages caused by, or claims arising from, defective materials or Services or loss of business due to failure of, or defective, materials or Services.

7. PUBLICITY: Camera Support, LLC may make reference to, or use stills from the production in printed matter advertising Camera Support, LLC.

8. INSURANCE: Client shall, at it's expense, at all times, from the time of delivery of equipment to the Client, maintain property damage and liability insurance in amounts and with insurance companies satisfactory to Camera Support, LLC, naming Camera Support, LLC as an additional insured and loss payee and providing for 10 days written notice to Camera Support, LLC before any policy shall be modified or cancelled. Client shall deliver to Camera Support, LLC, upon request, evidence of the insurance coverage satisfactory to Camera Support, LLC. Should Client fail to procure or pay for the cost of maintaining in force the insurance specified above to provide Camera Support, LLC upon request with satisfactory evidence of insurance, Camera Support, LLC may, but shall not be obligated to, procure the insurance and Client shall reimburse Camera Support, LLC on demand for its cost. Suffering lapse or cancellation of the required insurance shall constitute immediate and automatic default by Client under this Agreement.

9. RETURN, REPAIR, MAINTENANCE: If any item of equipment is returned in a damaged or destroyed condition or if any such item is not returned for any reason (including, but not limited to, destruction, confiscation, theft, or act of God), Client shall pay to Camera Support, LLC the monetary value of such item. Client specifically agrees that the monetary value of each item of equipment is the cost of replacement of that item. If any equipment is returned in a repairable, damaged condition, Client shall pay Camera Support, LLC the cost of such repairs as determined by Camera Support, LLC. In determining whether equipment shall be repaired or replaced, Camera Support, LLC's judgement shall be conclusive upon Client. Notwithstanding anything contrary in this Agreement, and regardless of when client pays Camera Support, LLC the monetary value of the equipment or the cost of repairing the equipment, in the event of loss or damage to the equipment, Client shall pay rent for replacement equipment until the equipment has actually been repaired or replaced or returned to Camera Support, LLC's premises, and Client acknowledges that there may be delays in repair or replacement attributable to causes beyond Camera Support LLC's control.

10. INDEMNIFICATION AND HOLD HARMLESS: The Client agrees to indemnify and hold harmless Camera Support, LLC and its agents from any and all losses, damages, claims, or expenses, including legal fees and expenses, arising out of Client's breach of any provision of this Agreement or any claims arising in connection with the show/project being produced hereunder.

11. MANPOWER: For manpower provided by Camera Support, LLC, all rates are based on a 10-hour day. Overtime charges will be incurred by the Client after ten working hours from the time Camera Support, LLC's employee is scheduled to be available to the Client. Overtime rates are as follows: 1.5 times the hourly rate until 12 hours on the job; 2 times the hourly rate after 12 hours on the job. Meal periods of not less than one-half hour and no more than one hour shall be provided for manpower provided by Camera Support, LLC. Meal periods should be scheduled to begin no less than six hours after starting work or six hours after the completion of an earlier meal, otherwise meal penalties at the prevailing rate will occur. Only the first meal is not billable to the Client.

12. CREDITS: When possible, screen credit will be given to read as follows: Equipment provided by Camera Support, LLC.

13. ITEMS NOT PROVIDED BY CAMERA SUPPORT, LLC: Client will make all arrangements and pay for normal production expenses including, but not limited to, security for Camera Support, LLC's equipment while on the Client's production location, location fees, power hook-up or generator, tape stock, permits, credentials, camera platforms, telephone lines and cable access to the venue. Hotel, airfare and per diem expenses for manpower, when appropriate, will be arranged and paid for by the Client and will be in addition to the detailed estimate of charges.

14. MAINTENANCE OF EQUIPMENT: Camera Support, LLC will deliver all equipment provided to the Client in good working order. Thereafter, Camera Support, LLC shall be responsible for reasonable maintenance of such equipment. In the event that any of Camera Support, LLC furnished equipment fails, it is expressly understood that Camera Support, LLC shall have no liability (including, without limitation, liability for incidental or consequential damages) or obligations to the Client other than to repair, at Camera Support, LLC's expense, such equipment as soon as possible, or if, in Camera Support, LLC's sole discretion, repair of such equipment is not possible, to replace such equipment if replacement equipment is reasonably available. Camera Support, LLC will be entitled to use up to five percent of the total time billable each day for each item of equipment for repair or maintenance, without any deduction for such "down time" from the total charges payable by the Client. In the event that the "down time" exceeds five percent of the total time billable in any day, the Client's charges for that individual item of equipment will be prorated for such excess "down time". This constitutes the Client's sole and exclusive remedy for any damage, loss or other claims arising from, related to or otherwise based upon this Agreement.

15. FORCE MAJEURE: For the purposes o this paragraph an event of force majeure shall be deemed to be any act of God, public disaster, fire, flood, legal enactment, government order or regulation, explosion or act of war of the public enemy. If either Camera Support, LLC or the Client is unable to timely perform any of it's obligations hereunder because of an event of force majeure, neither party shall be deemed in breach or in default hereunder by reason thereof.

16. REMEDIES: In the event the Client is in default, then without demand or notice to the Client, Camera Support, LLC shall have all of the rights and remedies provided by law, including the right to retain any payment received, the right to enter the Client's premises peaceable or with judicial assistance and take possession of the materials provided or created hereunder and the right to incur reasonable attorney's fees and expenses in exercising any of its rights or remedies, which fees and expenses shall become the further liability of the Client. All rights and remedies provided of are cumulative and exercise of any one or more of them shall not preclude the additional exercise of others of them.

17. DEFAULT: The client shall be in default under this Agreement if the Client is in violation of any of the terms of this Agreement, if the Client fails to make any payment when due or, if while payment remains due, the Client becomes insolvent, makes an assignment for the benefit of creditors, offers an extension to creditors, offers an extension to creditors, initiates proceedings for the appointment of a receiver or proceedings of any kind for relief under the Federal bankruptcy laws or state insolvency laws are instituted by or against the Client (if instituted against the Client, it shall have 60 days to obtain dismissal of such proceedings). Upon such default the entire price will be due and payable unless such default is cured within five days of notice thereof.

18. ASSIGNMENT: This Agreement and all rights and obligations of Camera Support, LLC hereunder shall be assignable by Camera Support, LLC without the Client's consent. The rights and obligations of the Client hereunder shall not be assignable by the Client without the prior written consent of Camera Support, LLC.

19. PROVISIONS SEPARABLE: The provisions of the Agreement are independent of and separable from each other, and no provision shall be rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

20. GOVERNING LAW: This Agreement shall be governed by the laws of the State of California, notwithstanding any conflict-of-laws doctrines of any jurisdiction to the contrary.

21. CORPORATIONS: If the Client is a corporation, the person signing this Agreement on behalf of such corporation hereby warrants that he has full authority of such corporation to sign this Agreement and obligate the corporation. Said person and the corporation shall be jointly and severally liable for all sums that may be at any time due and owing to Camera Support, LLC under terms of this Agreement.