NON-EXCLUSIVE LICENSING AGREEMENT

SF.V Job #_______

Whereas:

Stock Film Video International Corporation (hereinafter referred to as "SF.V") has confirmed finalization of this non-exclusive Licensing Agreement or Contract between _____________________________ and its client's subsidiaries, successors and/or assigns (hereinafter collectively referred to as the "Licensee") _______________________ for the use of the following (hereinafter the "Elements") ___________ to appear in:

_________________________________________________

under the following terms and conditions:

_________________________________________________

_________________________________________________

Now therefore

1. PAYMENT SCHEDULE -

All payments shall be made to SF.V;

A) License fee - $_________ U.S. Dollars payable in full upon initial order of final Elements.
B) Lab and Shipping Charges: (to be determined) are due upon delivery to Licensee of final Elements.
C) Each shot is to be used only once in the production unless otherwise specified. Using a shot more than once will constitute a lift and require additional payment.
D) Final billing will be made, if necessary, upon SF.V's review of Licensee's finished production and shall only be due if Licensee has exceeded the usage amounts outlined above.
E) License Agreement is effective from date of release of master elements unless otherwise specified in "Terms and Conditions".

2. The licensing fee for Elements is computed on a per cut basis for each shot ordered and shall be billed per second of actual screen time with a ten second minimum per cut. There will always be a minimum order of $1,000.00 per job plus any lab and shipping expense. Prices and minimums may be negotiated for volume orders; if applicable, these prearranged licensing fees have been approved for this job only and the negotiated balance is reflected above in paragraph (1) section (A).

3. The Licensee shall have non-exclusive rights to the licensed Elements for a period of one (1) year unless otherwise specified in "Terms and Conditions".

4. Elements are licensed for non-exclusive privileges only. Licensee assumes full responsibility for usage of Elements licensed. Neither SF.V nor any of its suppliers may be held responsible for any liability, loss or damages arising out of or in connection with the use of any Elements or licensing of the Elements thereof. SF.V warrants only the title of the Elements licensed. Unless otherwise specified in terms and conditions, licensee assumes full responsibility for any underlying rights such as talent and location rights.

5. To prevent unnecessary wear on the Elements, once SF.V's original Elements have been pulled, the Licensee must pay for all selections regardless if they are used in the final production or not.

6. No Licensee will be permitted access to SF.V's original Elements. SF.V may allow the Licensee to work with non-original Elements (at the Licensee's expense) provided that the Licensee assumes full responsibility for any loss or damages to the Elements. Replacement costs for such Elements will be determined by SF.V. Any elements generated from SF.V's Elements shall become the property of SF.V and must be returned to SF.V upon completion of Licensee's production.

7. To verify usage, Licensee shall return a video copy of the finished production which utilized SF.V's Elements, to SF.V, within 30 days from the delivery of the final Elements to the Licensee or upon completion of the production, whichever is first.

8. SF.V will receive credit in any productions and/or materials which utilize and/or contain SF.V Elements if those productions and/or materials contain credits. SF.V shall instruct Licensee as to what the exact credit(s) should be for each production and/or material generated.

9. Final usage of the Elements is not authorized until SF.V has received the original copy of this Licensing Agreement signed by an authorized signatory of the Licensee and A) and B) payments as scheduled above in paragraph (1).

10. Signatories for both SF.V and the Licensee warrant that they are empowered by SF.V and Licensee, respectively, to enter into this Agreement.

11. Any disputes arising between the parties in this Agreement shall be submitted to arbitrators to be selected by mutual agreement of the parties or their counsel. The parties hereto agree to be bound by the decision of said arbitrators. The prevailing party of such a decision shall be entitled to recover attorneys fees.

This Agreement is made this __________ day of ______________, ____

between:

FOR STOCK-FILM VIDEO                    FOR LICENSEE:
INTERNATIONAL CORP.:


By:____________________                By:____________________


Print:___________________              Print:__________________