ONLINE SWEEPSTAKES PRIZE PROVIDER AGREEMENT

This Online Sweepstakes Prize Provider Agreement (the "Agreement") effective as of                         (the "Effective Date") is made and entered into by and between                                                  ("Sponsor") with its principal offices at                                                     , and WARNER BROS. ADVANCED DIGITAL SERVICES, a division of Warner Bros. Technical Operations Inc., ("WBADS") with its principal offices at 4000 Warner Boulevard, Bldg., 168, Burbank, California 91522.  Sponsor and Warner Bros. may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, Sponsor wishes to offer on Sponsor's web site a sweepstakes or contest to cross-promote the home video release of the pictures(s) (the "Pictures") with the product(s) and/or services of Sponsor (the "Sweepstakes"), as more fully set forth in each Schedule I entered into by the Parties, an exemplar of which is attached hereto.

NOW, THEREFORE in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, WBADS and Sponsor hereby agree as follows:

A. Administration and Fulfillment of Sweepstakes:  Sponsor shall administer and/or fulfill the Sweepstakes and shall ensure that the Sweepstakes is in compliance with all federal, state and local laws and regulations governing sweepstakes and/or contests, including, but not limited to, any privacy laws and regulations.  Sponsor may hire a professional fulfillment house to execute the Sweepstakes but remains obligated to ensure that the Sweepstakes is in compliance with all federal, state and local laws and regulations governing sweepstakes and/or contests, including, but not limited to, any privacy laws and regulations.

B. Prize Provider:  WBADS shall provide to Sponsor certain products, including but not limited to, the Pictures ("the DVDs") soley to be used as prizes in connection with the Sweepstakes as set forth on Schedule 1 ("the Prizes").  For purposes of clarification, WBADS shall in no way be responsible for sponsoring, administering or fulfilling the Sweepstakes or for anything related to the Sweepstakes other than providing the Prizes to Sponsor.

C. WBADS's Approval of Promotional Materials: WBADS may have the right of prior review and final written approval of all promotional and written materials produced by Sponsor and/or any third party on behalf of Sponsor for the Sweepstakes (the "Sponsor Sweepstakes Materials"), including, but not limited to, all Sponsor Sweepstakes Materials that make use of logos, trademarks, music, or any other copyrighted material of WBADS and/or its affiliates (or any duplication or depiction thereof) (collectively, the "WBADS Intellectual Property").  Sponsor shall provide copies of Sponsor Sweepstakes Materials to WBADS upon request.  Sponsor acknowledges that neither it nor its affiliates, nor any third party employed by Sponsor in connection with this Sweepstakes or otherwise has or will have any ownership rights in the WBADS Intellectual Property by nature of the activities contemplated by this Agreement and represents that none of the foregoing persons or entities will assert ownership rights in the WBADS Intellectual Property now or in the future.

D. Limitations in Talent and Participant Agreements:  Notwithstanding anything to the contrary contained herein, Sponsor acknowledges and agrees that WBADS is subject to the terms of agreements with talent and/or copyright owners of the Pictures (collectively, "Talent Agreements").  If the terms of any such Talent Agreements limit the Sweepstakes in any manner whatsoever, the Parties agree to discuss and resolve any such issues in good faith so that the Sweepstakes is in compliance with such Talent Agreements. WBADS may immediately terminate this Agreement if, despite such discussions, the Sweepstakes remains non-compliant.

E. Indemnification of WBADS:  Sponsor agrees to indemnify, defend and hold harmless WBADS and its parent, subsidiary, and affiliated corporations, and all officers, directors, shareholders, agents, employees, representatives and associates thereof for any and all claims, demands, losses or damages, inquiries and/or liabilities of every kind whatsoever, whether now known or unknown, arising out of, resulting from, or in any way connected with the Sweepstakes.

F. No Endorsement:  Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be construed to be an endorsement (i) by WBADS , its parent companies, its affiliates or any of the persons involved in the making of any of the DVDs, of Sponsor and/or its products or (ii) by Sponsor, its parent companies or its affiliates, of WBADS and/or its products.  Neither Party shall hold itself out or do anything contrary to the terms of this paragraph, by advertisement, sweepstakes/contest rules or otherwise.

G. Sponsor's Representations and Warranties:  Sponsor represents and warrants that Sponsor's web site does not contain any information or material that, in WBADS's sole judgment, may be in bad taste or in violation of law, may constitute libel or slander, may be inconsistent with WBADS's public image, may fail to meet applicable community standards regarding obscenity or indecency, or may tend to bring disparagement, ridicule, or scorn upon WBADS, Warner Bros., Warner Home Video or any other affiliated and/or subsidiary companies (such content collectively, "Prohibited Content").  WBADS may, in its sole discretion, and without prejudice to any other rights WBADS may have against Sponsor, immediately terminate the Agreement for Sponsor's violation of this provision.  WBADS shall not be liable for any damages incurred by Sponsor because of such action. 

H. Termination:  WBADS may terminate this Agreement at any time in the event of a material breach of any of the terms hereof, by giving written notice to Sponsor, which termination shall be effective immediately upon WBADS delivery of such written notice.  Upon termination of the Agreement, Sponsor shall immediately remove from Sponsor's web site any materials or content containing or referring to the Pictures, the DVDs, the Prizes, and any WBADS Intellectual Property.

I.   Term:    This Agreement shall govern the Parties from the start date to the end date for each sweepstakes or contest described in each Schedule I and entered into the Parties.

J.   Miscellaneous:

1. Relationship of Parties:  Nothing contained herein shall constitute a partnership, joint venture, association or principal and agent relationship or be construed to evidence the intention of the Parties to constitute such.

2. Remedies: Sponsor acknowledges that a breach by Sponsor of any of its representations, warranties or obligations under this Agreement may cause WBADS to violate the Talent Agreements, thereby causing WBADS irreparable harm, which cannot be readily remedied in damages in an action at law, and entitling WBADS to equitable remedies, costs and attorneys' fees.  Sponsor waives any right to purport to terminate this Agreement, or to seek injunctive relief with respect to the sale and/or distribution by WBADS and/or its affiliated corporations of the DVDs.

3.Governing Law: This Agreement shall be governed by the laws of the State of California without regard to its conflicts of laws, principles, and Company agrees to submit to jurisdiction and venue in Los Angeles, California for resolution of any disputes arising out of or in any way connected to this Agreement.

4. Due Authorization:  Each of the Parties represents that the person executing this Agreement on their behalf has been duly authorized and that this Agreement when executed and delivered shall be valid and binding and enforceable in accordance with its terms.

5. Unenforceability:  If there is any conflict between any provisions of this Agreement and any present or future statute, law, ordinance, regulation or collective bargaining agreement, the latter shall prevail; provided, however, that the provision hereof so affected shall be limited only to the extent necessary and no other provision shall be affected.

6. Entire Agreement:  This Agreement contains the entire understanding of the Parties hereto relating to the subject matter herein contained.  No waiver of either Party of any breach by the other of any representation, warranty, covenant or obligation set forth herein shall be regarded as a waiver of any breach of any other representation, warranty, covenant or obligation.  This Agreement shall not be amended or modified except by a writing signed by each of the Parties hereto.

IN WITNESS WHEREOF, the parties hereto hereby execute this agreement as of the date set forth on Schedule I.

SCHEDULE I

Additional Prize Terms and Conditions

• There is no cash alternative to Prizes which are subject to availability, non-transferable, non-negotiable and non-refundable.

• Prize details are correct at the date of this Schedule.  Prizes are provided on an "as is" basis without warranty of any kind.  Events may occur that render the Promotion itself or the awarding of Prizes impossible due to unforeseen circumstances or reasons beyond the control of WBADS.  In this situation, WBADS may at its discretion vary or amend Prizes so as to provide reasonable alternative Prizes and prize winners agree that no liability shall attach to WBADS or parties connected to WBADS as a result.