TEAMSTERS TELEVISION COMMERCIAL AGREEMENT LOCATION MANAGERS / SCOUTS

This Agreement dated as of the 1st day of January, 2000, by and between STUDIO TRANSPORTATION DRIVERS , LOCAL #399 of the INTERNATIONAL BROTHERHOOD OF TEAMSTERS ("Local 399"), on the one hand, and _______________________________ ("Producer"), and is binding on those television commercial production companies that have consented to be bound hereby ("Employer" or "Employers") Employer is engaged in the physical production of Television Commercials pursuant to contracts with advertising agencies and/or advertisers intended for television exhibition. Local 399 represents professional Location Managers/Scouts many of whom work in the production of television commercials. Television commercial production services the advertising industry by providing filmed and taped commercials for television. While the physical production proccesses of television commercials parallels that of the motion picture production, the proccess is creatively controlled by advertisers and their agencies whose requirements affect personnel selection, production schedules, work practices and budgets. This Agreement is intended to recognize and address the special needs of the television commercial production proccess. It is the intent of the parties hereto that this Agreement establish the wages and working conditions applicable to professional Location Managers/Scouts employed in the production of television commercials.

Article I - RECOGNITION

This Agreement sets forth the terms and conditions of employment of those Location Managers and Scouts employed by the Employer in the states of California, Hawaii and/or Nevada to perform services either within or without said states in the production of film or video taped television commercials. This Agreement is not applicable to production assistants, office clerical employees, or guards as defined by the National Labor Relations Act. These terms and conditions shall become effective upon ratification of this Agreement.

Article II - UNION SECURITY

Employees covered by this agreement as a condition of employment shall become and thereafter remain members in good standing of local 399 after the thirtieth day of their employment or thirty days following the execution of this agreement, whichever is the later date. The foregoing shall be subject to and limited by appliccable state law and to the extent that applicable State law does not permit the form of union security herein provided, this Agreement shall be deemed to provide for the maximum form of union security permitted by said State law.

Article III - ACCESS

The designated representative of local 399 shall be permitted reasonable access to all production sites where persons covered by the Agreement are performing services subject to reasonable limitations relating to the protection of design, patent or trade secrets and other confidential matters.

Article IV - NO DISCRIMINATION

The Employer and Local 399 agree that there shall be no discrimination against any employee or prospective employee due to race, color, creed, sex, age, physical handicap, union membership or national origin or as otherwise provided in applicable State or Federal legislation.

Article V - GRIEVANCE PROCEDURE

Any dispute between the Employer on the one hand and Local 399 on behalf of itself or an affiliated Local Union and/or any covered employee(s) on the other hand concerning the interpretation and/or application of this Agreement which cannot be initially resolved between the parties shall be referred to the designated representatives of Local 399 and the Employer for resolution. If they are unable to resolve the matter, it may be submitted to arbitration by either Local 399 or the Employer. If an arbitrator cannot be mutually selected then one shall be selected by lot from an arbitration panel obtained from the Federal Mediation and Conciliation Service. The arbitrator and parties shall follow the labor arbitration rules of the A merican Arbitration Association. Any claim not reduced to writing and submitted to the other party within forty-five (45) calendar days following the incident giving rise to the claim or within forty-five (45) calendar days after the affected employee(s) Local 399 or affiliated Local Union had a reasonable opportunity to become aware of the incident, whichever is the later, but in no event more than one year after the incident, shall be deemed to be waived.

Article VI - NO STRIKE - NO LOCKOUT

During the term of this Agreement, there shall be no strikes, picketing, or work stoppages by Local 399, affiliated Local Unions or by any covered employee or lockout by the Employer. The Producer will not discipline any employee covered by this Agreement because of his refusal as an individual to cross a picket line, providing that such picket line has been sanctioned by the Joint Council of Teamsters, No 42.

Article VII - MULTI-EMPLOYER UNIT

Employees hired by the Employer to perform services in the states of California, Hawaii and/or Nevada or hired by the Employer in said states to perform services outside said states shall be deemed to be subject to the current provisions of the 1995 Producer-Studio Transportation Drivers Agreement Local 399 Location Managers Agreement covering the Industry Experience Roster Health and Pension Plan and the Contract Services Administration Trust Fund; provided however the wages, working conditions and other terms and conditions of this Agreement shall be fully applicable to the employees covered by this Agreement.

Article VIII - PREFERENCE OF EMPLOYMENT

a)Beginning Dec 1. 2000, preference of employment shall be based on the Television Commercial Roster. In recognition of the special conditions in production of television commercials, the Employer may employ persons specifically designated by the advertiserS or its agency who are not otherwise entitled to preference where such persons have unique training, skill or knowledge of evolving technologies or where such persons have documented records of prior experience in the production of television commercials (b) Persons hired pursuant to (a) above who are not on the Television Commercial Roster of a Local Union shall be eligible to have their name added to a Television Commercial Roster ("TCR") to be maintained and administered by the Contract Services Administration Trust Fund ("CSATF"). From the date of the execution of this agreement until Dec 1, 2001 initial placement on such TCR shall be based on thirty (30) work days in the production of television commercials within the 365 day period preceding the date of application for placement. After December 1, 2001 placement on the TCR will require 120 work days in the production of television commercials within the three-year period preceding the date of application for placement. Employees shall have the burden of establishing their eligibility for such initial placement on the TCR.

Article IX - MINIMUM TERMS AND CONDITIONS

The wage scales and working condition provisions of this Agreement shall be minimums and employees shall not be precluded from obtaining "better conditions" as that term is understood in the commercial production industry. Any employee enjoying such better conditions shall not have their wages or working conditions reduced as a consequence of this Agreement.

Article X - SCOPE OF AGREEMENT

The parties recognize that there are factors and requirements unique to the making of television commercials for the advertising industry which may result in the Employer having no effective control over portions of pre-production or post-production work covered by this Agreement. Under such circumstances, where the Employer does not control the assignment of work, the Employer shall not be responsible or liable under the Agreement for the performance of such work. The foregoing is intended to conform to existing business practices in the commercials industry and not to diminish employment opportunities for employees covered by this Agreement.

Article XI - DEFINITION OF WORK

The professional duties of a Location Manager/Scout shall consist of finding and arranging commercial locations, as specifically set forth below. This work may be done with the assistance of additional Location Managers/Scouts. A "location" is a place where filming occurs that is not a stage or a studio. Location Manger/Scouts' duties include, but are not limited to: a) Locating sites, whether through file search or scouting b) Contacting property owners c) Negotiations of property rental and use rates between owners and production companies. d) Obtaining necessary permission or permits for location sites and location parking from appropriate governmental agencies. e) Maintaining the negotiated condition and use of the location site in accordance with the rental contract or government permit. f) Contacting appropriate area film councils and maintaining a liaison with same during the course of location use. g) Location Mangers/Scouts,in the performance of their duties, may drive others provided such driving does not interfere with the regular duties of the Location Manager/Scouts. The foregoing description of duties is not intended, nor shall it be construed, either to enlarge or diminish the duties of Location Managers/Scouts or other personnel, as such duties are presently and were heretofore customarily performed in the motion picture industry. The Producer agrees that the utilization of Location Managers/Scouts shall not be unreasonably withheld.

Article XII - MINIMUM GUARANTEES; WORKWEEK

The workweek shall consist of any five (5) or six (6) consecutive days out of seven (7) consecutive days, commencing ith the first of such (5) days. The minimum call on a travel only day shall be four (4) hours and the maximum eight (8) hours paid as a straight time allowance. Eight (8) hours of benefit contributions for travel days and idle days on overnight lcations shall be made for all employees.

Article XII - WAGES AND CONDITIONS

Classification 1st Period eff. 01/01/00 thru 06/30/00 2nd Period eff. 07/01/00 thru 06/30/01 3rd period eff. 07/01/01 thru 06/30/02   Daily On-Call Daily On-Call Daily On-Call Location Manager/ Scout $525/day $540.75/day $557/day

All Classifications shall be paid on an "On Call" daily basis with a guarantee of 12 hours per day. On shoot days only where the Location Manager/Scout is required to be on the set, the Location Manager/Scout shall be eligible for overtime pay. Such Location Manager/Scout shall be paid at 1.5 X of scale ($46.32) per hour after 12 hours worked and 2X ($61.76) per hour after 14 hours worked. Pension hours shall be limited to 12 hours per day. Each sixth day worked will be paid at the rate of 1.5X of the Daily On-Call rate and each seventh day worked will be paid at the rate of 2X the Daily On-Call rate. Pension hours for the sixth and seventh day worked will also be limited to twelve (12) hours per day.

Article XIV - REST PERIODS

Location Managers/Scocouts should be entitled to a minimum eight (8) hour rest period between calls. Such rest period shall not be invaded unless specifically authorized by the Production Manager/Coordinator or an authorized representative of such commercial production. When the rest period is so invaded, the Location Manager/Scout shall receive an allowance equal to one fifth (1/5) o the applicable daily on call rate.

Article XV - USE OF EMPLOYEE'S CAR

The car allowance for each commercial production for each Location Manager/Scout shall be at the rate of $0.31 per mile per day.

ARTICLE XVI - LOCATION TRAVEL

a) Employees on overnight locations shall be provided with a per diem allowance and either housing or a housing allowance. b) Employer shall providetransportation to and from overnight locations if necessary. Travel within the United States by commercial jet shall not be less than coach class. Travel outside the United States by commercial jet shall not be less than business class. All other travel by commercial carriers shall be by the best class available.

ARTICLE XVII - CANCELLATION OF CALLS

In the event of cancellation for previously called employees, it is understood that if notification is not given by the completion of the previous day's work or by 3:00 p.m. of the day preceding the call if not a work day, then the employee shall be paid a twelve (12) hour minimum call, unless the cancelled call was was for travel only or wrap in which case the employee shall be paid a six (6) hour minimum call.

ARTICLE XVIII - HOLIDAYS

Recognized holidays shall be the same as those designated in the then current Screen Actors Guild Commercials Contract: New Year's Day, Martin Luther King Jr's Birthday, President's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Christmas.

ARTICLE XIX - BENEFITS

The provisions of Article XII shall be applicable to employees hired by the Employer to perform services in the County of Los Angeles or hired by the Employer in the County of Los Angeles to perform services outside of the County of Los Angeles. Eight (8) hours of benefit contributions for travel days and idle days on overnight locations shall be made for each employee. The Employer will execute any documents required to constitute it an Employer contributor to the benefit plans specified in Article VII.

ARTICLE XX - TERM

The term of the Amendment Agreement shall be three (3) years commencing January 1, 2000 to and including June 30, 2002.

STUDIO TRANSPORTATION DRIVERS, LOCAL 399 INTERNATIONAL BROTHERHOOD OF TEAMSTERS Dated: __________________ By: _____________________ Title: ____________________ _________________________ _________________________ Dated: __________________ By: _____________________ Signature:________________ Title: ____________________ Address: _________________ _________________________ Phone: ___________________