By submitting your request to host a screening of the Movie, you represent and warrant that you are at least 18 years of age and you acknowledge and agree to the following license agreement:

HAY HOUSE, INC., ("Licensor") is the exclusive owner and copyright holder of that certain Movie films entitled "Tales of Everyday Magic" (the "Movie");

WHEREAS, the ("Licensee") desires to exhibit the Movie in connection with Licensee's use as set forth above ("Licensee's Use").

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the parties hereby agree as follows:

1. Grant; Licensee Consideration. Licensor hereby grants to Licensee upon the terms and conditions of this Agreement, a non-exclusive limited license to exhibit the Movie in connection with Licensee's Use only, for the consideration set forth above ("Licensee Consideration").

2. Permitted Uses. The Movie will be used by Licensee strictly in accordance with Licensee's Use, and only in that territory ("Territory") through or via those channels set forth in above ("Channels"). Under no circumstances may the Movie be sold, distributed, licensed, or otherwise exploited or given away in any trade channel, medium, or venue whatsoever other than as expressly set forth herein including, without limitation, through or via the internet, retail outlets, and direct response and/or direct-to-the-consumer channels.

3. Term. The term of this Agreement will commence as of the date hereof and continue until date of Licensee's movie screening, unless sooner terminated in accordance with Paragraph 9.

4. Payments. Licensee shall pay Consideration to Licensor, in United States Dollars, upon shipment of the DVD's to Licensee.

5. Quality Standards and Assurances. Licensee agrees to maintain such quality standards as may be required, in writing, by Licensor with respect to the format and presentation of the Movie.

6. Display and Notices. Licensee agrees that it will display the Movie only in such form or manner on and in connection with Licensee's Use as agreed to, in writing, by Licensor. Licensee shall prominently set forth, as is required by law, that the Movie is copyrighted by Licensor, and the form and manner of such presentation shall be subject to the prior written approval of Licensor.

7. Ownership. All rights in the Movie other than those specifically licensed in this Agreement are reserved and exclusively owned by Licensor for its own use and benefit. Licensee agrees that all use by it of the Movie will inure to Licensor's benefit, and that Licensee will claim no interest in the Movie, other than its right to exhibit the Movie pursuant to this Agreement. Licensee will at any time execute any documents required by Licensor to confirm Licensor's ownership of all such rights, and irrevocably appoints Licensor as Licensee's attorney-in-fact to do so in the event Licensee fails or refuses to do so.

8. Indemnification. Licensee agrees to indemnify and hold harmless Licensor, its affiliates, subsidiaries, successors and assigns and their officers, agents and employees of each, from and against any and all claims, suits, damages, losses, liabilities, obligations, fines, penalties, costs and expenses, including legal fees and expenses of whatever kind or nature arising out of or based on any failure by Licensee to perform any of the terms, covenants or conditions of this Agreement or relating to Licensee's Use.

9. Events of Termination. This Agreement will remain in effect during the Term until terminated as provided herein. If Licensee violates or fails to perform any of its obligations, except as otherwise set forth herein; Licensor will have the right to give Licensee written notice of default, and this Agreement will terminate automatically five (5) days after such notice unless Licensee has remedied the default within the five-day period to Licensor's written satisfaction. Upon termination, Licensee will cease all use of the Movie and promptly return all copies of the Movie to Licensor.

10. Effects of Termination. In the event of default, all rights in the Movie will automatically revert to Licensor. In addition, Licensor shall be entitled to obtain injunctive or other equitable relief, without bond, against Licensee, Licensee acknowledging that the rights granted to Licensee hereunder are special, unique, and extraordinary, and that for Licensee's default hereunder, no adequate remedy at law exists. The foregoing rights shall be cumulative and in addition to any other remedies at law or in equity which Licensor may have.

11. Miscellaneous. (a) Each party warrants and represents to the other that it has the full right, power and authority to execute and perform this Agreement. (b) This Agreement may not be changed, modified, amended or supplemented, except in a writing signed by the parties. (c) This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior contemporaneous agreements, oral or in writing. (d) The rights granted herein are personal to Licensee, and may not be sublicensed, assigned or transferred by any means, without Licensor's prior written approval. (e) This Agreement does not constitute or imply a partnership, joint venture, agency, employer/employee relationship, or any other similar relationship between the parties hereto. (f) The paragraph headings used in this Agreement are for convenience only and shall have no legal effect. (g) The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion will not be construed as a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. (h) This Agreement will be governed by and construed in accordance with the internal substantive laws of the State of California, and the parties hereto submit and consent to the exclusive jurisdiction of the courts of the State of California, including the federal courts located therein. In the event of a dispute hereunder, the prevailing party shall be entitled to its attorneys' fees and costs.