Contract

SHOWBIZ ENTERPRISES, INC.

Phone: 1-800-SHOWBIZ Fax: 1-800-989-6006

CONTRACT

ALL ORDERS ARE SUBJECT TO THE FOLLOWING STANDARD TERMS AND CONDITIONS, WHICH SUPERSEDE ANY INCONSISTENT TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER OR CUSTOMER SUPPLIED FORM.

ESTIMATES AND QUOTATIONS: An Estimate is a preliminary projection of cost, and is non-binding. A quotation is a statement of price for specified work based upon the costs of materials and labor at the time of the quotation, and is subject to change until acceptance of an order by SHOWBIZ.

PAYMENT TERMS: Customer's goods will be invoiced upon shipment of the goods. Unless otherwise agreed to in writing between SHOWBIZ and Customer, payment will be upon delivery of the goods to Customer. In addition, Customer shall be obligated to pay interest at the rate of eighteen percent (18%) per annum or the maximum applicable rate allowed by law on any unpaid amount from the date that amount became due until payment is received by SHOWBIZ. A 15% restocking fee will apply to cancelled orders.

DELIVERY: SHOWBIZ shall ship the goods hereunder by contracting with independent trucking companies. Such trucking companies are not controlled by SHOWBIZ. SHOWBIZ shall not be liable to Customer or any other person for losses, damages (incidental or consequential), costs, expenses or liability in connection with damage to the goods or a delay in delivery or shipping, nor shall any such damage or delay constitute grounds for cancellation of the purchase order. Customer shall bear the risk of loss for and shall insure itself against such losses, damages and/or delays. All goods are delivered F.O.B. SHOWBIZ's facility, unless otherwise agreed to in writing by the parties hereto.

RETURNS/DEFECTIVE CREDIT: SHOWBIZ warrants that any product delivered to Customer is within industry standards for such products. IT IS EXPRESSLY AGREED THAT THIS WARRANTY SHALL BE IN LIEU OF ALL WARRANTIES OF FITNESS AND IN LIEU OF THE WARRANTY OF MERCHANTABILITY. No other express warranty is given and no affirmation of SHOWBIZ, by words or actions, will constitute a warranty. Any defect attributed solely to SHOWBIZ shall result in a credit being applied to customer’s account. In no event shall SHOWBIZ be responsible for any consequential damages or responsible for lost profits of Client. Any damage determined to have occurred outside of SHOWBIZ's facilities(i.e. "field-inflicted") shall not give rise to a credit to Customer's account.

INDEMNIFICATION:Customer (hereinafter referred to as the "Indemnitor") hereby agrees to indemnify, save and hold harmless SHOWBIZ (hereinafter referred to as "Indemnitee") from and against any and all liability, loss, damage, and expense, including without limitation, reasonable attorneys' fees and court costs, which Indemnitee may suffer or incur by reason of, based upon, or relating to a breach of any representation, warranty or covenant made by Inclemnitor or by reason of any claim, demand, action, suit or proceeding asserted or instituted, relating to or arising from any act by Indemnitor. The indemnity contained herein shall extend to any parent, successors and assigns of the Indemnitee and to any employees, officers, directors, agents, representatives, attorneys and shareholders of the Indemnitee or any of them.

TAXES: Customer shall pay any and all taxes, charges, assessments, fees or the like (hereinafter)referred to collectively as "Taxes") levied on or associated with the goods provided and services performed in accordance with this Agreement including without limitation, any local, state, federal or other governmental charges for sales, manufacturing, or distribution. Customer shall further indemnify and hold harmless SHOWBIZ from any costs, expenses, claims or the like for failing to report or pay any such Taxes.

WARRANTY: SHOWBIZ MAKES NO WARRANTY THAT THE MERCHANDISE SHIPPED UNDER THIS AGREEMENT ARE FIT FOR A PARTICULAR PURPOSE, except that SHOWBIZ warrants that the goods are suitable for theatrical use. In no event shall SHOWBIZ be liable for any consequential damages or loss of profits.

INDEPENDENT CONTRACTOR STATUS: The relationship between SHOWBIZ and Customer is that of independent contractors. Nothing herein or in the performance by SHOWBIZ shall be deemed to create a relationship Of principal and agent. Client does not have, nor shall it hold itself out as having any right, power, or authority to create any contract or obligation, either express or implied, on behalf of, in the name of, or binding upon SHOWBIZ.

GOVERNING LAW: This agreement shall be governed by the laws of the State of California, applicable to contracts entered into and wholly performed in the State of California.

ARBITRATION: Any controversy between SHOWBIZ and Customer rising out of or relating to this agreement or any of the terms, provisions, or conditions of this agreement shall on the written request of either party sawed on the other be submitted to arbitration. Arbitration shall comply with and be governed by the provisions of the Commercial Arbitration Rules of the American Arbitration Association and shall be conducted in Los Angeles, California. The award rendered by the arbitrator(s) shall be final and binding upon both parties and judgment on the award may be enforced in any court having jurisdiction of the applicable state or federal court in Los Angeles, California for the purpose of any action, suit or proceeding instituted to enter a judgment on the award and/or to enforce said judgment. Any arbitration shall be conducted in Los Angeles unless the parties mutually agree to another location thereof.

ATTORNEYS' FEES AND COSTS: If any legal action or proceeding is necessary to enforce or interpret the terms of this agreement or to adjudicate any controversy, claim, or breach arising out of or relating to this agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire agreement.

ENTIRE AGREEMENT: This order and any exhibits attached hereto constitute the sole and only agreement between the parties respecting the rental of personal property described in this rental agreement. Any agreements or representations respecting the use of the Property for any particular purpose not otherwise expressly set forth in this agreement are null and void.

NOTICES: Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to a party hereto by another party shall be effective when personally serviced on the party to whom they are directed, or in lieu of such personal service, when deposited in the United States mail, first-class postage prepaid, certified/return receipt requested, and addressed to the parties at their respective principal offices.

BINDING ON HEIRS: This Agreement shall be binding on and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties.

NO MODIFICATION: No amendment, change or modification of this Agreement shall be valid, unless made in writing and signed by all the parties hereto.

INCORPORATION OF EXHIBITS: All exhibits attached hereto are incorporated herein by this reference.

INSPECTION: Goods rented by SHOWBIZ shall be deemed accepted by Renter and deemed fit for the particular use and purpose of Renter unless Renter notifies SHOWBIZ within twenty-four (24) hours after receipt of the property by Renter.

RETURN OF PROPERTY: Renter shall cause the return of the Property to SHOWBIZ immediately upon termination of the rental period specified above. Renter acknowledges that the Property is unique, and in the event of damage, the Property will be un-rentable by SHOWBIZ, and in such event, Renter shall reimburse SHOWBIZ the full amount of the pro-rated daily rental rate while the Property is repaired until it is returned to SHOWBIZ for rental service.

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