MARINE TIME CHARTERPARTY AGREEMENT

Our signatures indicated below will confirm the following agreement between you and us in which you, (Name and Address) ______(OWNER) have agreed to furnish to ______(hereafter CHARTERER), the vessel known as ______described below during the charter period shown for the purpose of photography, transportation of equipment or personnel, or related use(s) in the production of a photoplay or television series presently entitled ______(hereafter the “production”).

  1. OWNER represents thatit is the sole and exclusive owner of the vessel; that it has full right and authority to enter into this agreement; that there are no claims, agreements, or encumbrances, which would or might interfere with OWNER’s full performance of this agreement.
  1. It is of the essence of this Charterparty Agreement, and OWNER warrants that, at the time of delivery and thereafter, the vessel is and shall remain seaworthy and that the vessel shall accord with its description herein and shall be in every way seaworthy, fit,,sufficiently equipped, mannedwith proper documentation,licensing and permits as required for the service as described in this agreement.

Vessel: The vessel chartered is described as (manufacturer, model, official number or registry and flag) ______The physical description of the vessel is: Length ______Breadth ______Draft ______Power Source ______

The current agreed value of this vessel for insurance purpose is $ ______.

Captain: The Captain of the vessel during this charter will be ______. The type of Licenses(s) held by this Captain is ______. The Captain and any crew member(s) will at all times be employee(s) of OWNER. OWNER shall furnish all wages and expenses of, and discharge all obligations of an employer with respect to, the Captain and Crew in connection with their respective services hereunder.

Crew: Estimated maximum number of vessel crew members supplied by OWNER ______. Estimated maximum number of film production personnel aboard at any one given time ______.

  1. Owner agrees to deliver Vessel to CHARTERER l commencing on (date) ______(time) ______at location ______and continuing (subject to all terms and conditions of this agreement) through (date) ______(time) ______at which time the vessel shall be redelivered to OWNER at (location) ______and this charter terminated. CHARTERER has the option of extending the duration of the charter of the Vessel upon these same terms for further periods of time of ______days each, by giving notice in writing to OWNER before expiration of the initial charter period or any extension period. CHARTERER shall be given the full unrestricted and exclusive right to direct use of the vessel to accomplish the necessary transportation, photo/movie effects, and/or film sequences it requires of the Vessel, subject always to the Captain’s reasonable determination of safety, vessel performance, and compliance with Coast Guard restrictions, or other state or federal requirements. OWNER shall comply, at its own expense, with all applicable state and federal laws and regulations, all applicable laws of any foreign country which asserts jurisdiction in the area where the Charterparty is to be performed, and any applicable governments, and all relevant authorities. OWNER shall provide to CHARTERER or its agents, and shall maintain on the vessel at all times, all documentation in respect of its compliance with said laws, regulations, and conventions.
  1. The basis of hire of the chartered vessel is: $______per day or pro rata thereof or $______flat amount for entire period of use required or $______(other) ______.In the event the Vessel breaks down or becomes unable to perform as required herein for any reason, the payment of hire hereunder shall cease for the time thereby lost. If the inability to perform shall continue for a period of 24 hours or more, CHARTERER shall have the right to terminate this agreement by giving OWNER written notice thereof. All routine maintenance, gas, oil, lubricants, dockage charge and miscellaneous fee(s) shall be for the account and at the expense of: (Check one) ______OWNER ______CHARTERER. All costs and expenses shall be payable as agreed between the parties as follows: ______. Note: If the vessel becomes a total or constructive total loss, this Charterparty Agreement shall be deemed to have been terminated and hire shall cease to be payable as of the date of the total or constructive total loss. Any hire paid in advance shall be adjusted accordingly and refunded in full.
  1. (A) OWNER shall procure and maintain for the duration of the charter, at its own cost, the insurance policies described below. Such policies shall name the CHARTERER, its parent(s), subsidiaries,licensees, successors, related and affiliated companies, and their officers, directors, employees, agents, representatives and assigns as additional insureds as their interests may appear as respects ______(Name of Production).

(i)All Risks Hull and Machinery Insurance up to the full value of each and every Vessel provided by the OWNER in connection with the performance of the service.

(ii)Protection and Indemnity Insurance, in an aggregate amount not less than $5,000,000 per occurrence, covering liabilities insured by OWNER under this Charterparty Agreement. Such policy shall also contain a cross-liability clause and be endorsed also to cover CHARTERER for all liabilities arising out of use of the Vessel as described herein.

(iii)Vessel Pollution Liability Insurance covering all pollution liability and clean-up expenses, as required by British Columbia, Canadian and other applicable laws. In no event shall the aggregate amount of such insurance coverage be less than $5,000,000 per occurrence.

(iv)Personnel Insurance to cover the employees of OWNER for illness, personal injury or accidental death to the full extent required by all laws applicable if not covered under OWNER’s P&I Insurance.

(B)OWNER shall furnish to CHARTERER evidence of insurance in a form acceptable to CHARTERER (certificate of insurance and applicable policy endorsements), and, at CHARTERER’s request, certified copies of such insurance policies shall be provided prior to commencement of the services to be performed.

(C)All OWNER’s policies mentioned above shall be primary and non-contributory and contain:

(i)A provision that OWNER’spolicieswill provide thirty (30) calendar days written noticeto CHARTERER of the cancellation of, non-renewal, or any material change or reduction in coverage to, the insurance cover. Failure to maintain the above referenced insurance coverages continuously, or conform to these provisions, shall be a material breach giving CHARTERER the right to terminate this Agreement; and

(ii)A provision whereby OWNER’s insurers, with respect to the risks assumed by OWNER in this Charterparty Agreement, waive their rights of subrogation against CHARTERER, its parent(s), subsidiaries, licensees, successors, related and affiliated companies and their officers, directors, employees, agents, representatives and assigns as their interests may appear as respects (Name of production).

(D)If the OWNER fails or refuses to obtain, continue or provide CHARTERER with evidence of insurance as and when required, CHARTERER, without prejudice to any of its other right, shall have the right to procure such insurance at OWNER’s expense in which event CHARTERER shall be entitled to deduct any sums so paid by CHARTERER in this regard from any monies due, or which may become due, to the OWNER in addition to any other remedies CHARTERER may have under this Charterparty Agreement.

(E)CHARTERER shall provide evidence satisfactory to OWNER of Commercial General Liability insurance coverage for the mutual benefit of CHARTERER and OWNER with limits of liability of not less than $1,000,000 any one occurrence for the non-maritime business activities hereunder.

(F)CHARTERER or its payroll services company (if applicable) shall maintain throughout the charter period a policy of Workers’ Compensation covering all of its employees while present on or about the chartered vessel.

  1. OWNER shall be fully responsible for and shall indemnify, defend and hold harmless CHARTERER, its parent(s), subsidiaries, licensees, successors, related and affiliated companies and their respective officers, directors, employees, agents, representatives, assigns and underwriters (collectively referred to as “CHARTERER Indemnitees”) from and against all losses, damages, judgements, costs, obligations to indemnify others, charges and expenses whatsoever, even if resulting from the negligence of other legal fault of CHARTERER, arising out of or in connection with:

(A)Any illness, injury or death caused by the operation or unseaworthiness of the Vessel or the active or passive negligence or willful or intentional conduct of OWNER , its employees, agents, or subcontractors;

(B)Loss of or damage to any property caused by the operation or unseaworthiness of the Vessel or the active or passive negligence or willful or intentional conduct of OWNER or its employees, agents or subcontractors;

(C)Any illness, injury or death to any of OWNER’s employees or agents or the employees or agents of any of OWNER’s subcontractors, howsoever caused;

(D)Loss of, damage to or loss of use of the Vessel and/or any machinery, equipment and any other property belonging to or hired by the OWNER or any of the OWNER’s employees, agents or subcontractors;

(E)Any pollution emanating from OWNER’s Vessel, however caused;

(F)Removal of wreck and/or debris of the Vessel and/or OWNER and its subcontractors’ equipment and/or property as required by law; and

(G)Any and all fines or liabilities resulting from the breach or alleged breach of laws and regulations by OWNER, regardless of whether or not caused by or contributed to by the negligence in any form, active or passive, of the CHARTERER Indemnities.

  1. CHARTERER Indemnities shall be entitled to recover all of their attorneys fees and costs incurred in defending any such claims, actions or demands and in enforcing their right to indemnity hereunder, including fees and costs incurred in any appeal.
  1. CHARTERER has the right to modify the vessel (subject to OWNER’s consent which will not be unreasonably withheld), paint, apply, or remove any insignia or identifying logos subject to returning the vessel to OWNER in the same condition as when received subject to normal wear and tear and insured casualty.
  1. CHARTERER shall have the right but not the obligation to procure an “on charter” and “off charter” survey of the vessel by a qualified marine surveyor to determine the condition of the vessel and establish the existence and extent of any damage thereon all at the sole cost of CHARTERER. OWNER shall assist CHARTERER to any reasonable extent to accomplish any such survey.
  1. Nothing herein stated is to be construed as a demise or bareboat charter to CHARTERER of the Vessel. OWNER shall remain responsible for the navigation of the Vessel, insurance as provided in paragraph # 5, above, , the Captain and crew (all of whom shall be employed by OWNER and shall be deemed to be OWNER’s servants), and all other matters, the same as when trading for OWNER’S account.
  1. If CHARTERER is prevented from producing its photoplay, video, film or production by reason of fire, strike, act of God, weather or the elements, or any other cause beyond the control of the parties, this agreement shall be temporarily suspended during the period of interruption, with no charter hire earned during the period of interruption. At the end of this period of interruption, the agreement shall resume as if said interruption had not occurred except that the schedule will be extended by the length of the interruption.
  1. This agreement may not be assigned except with the written consent of the parties whose consent will not be unreasonably withheld. Written notices to OWNER shall be given by certified or registered mail or by telegraph, addressed to OWNER at OWNER’S address set forth on page one of this agreement, and written notices to CHARTERER shall be given by certified or registered mail, or by telegraph, marked for the attention of the Law Department at the address of CHARTERER shown herein.
  1. Neither party shall be responsible to the other for consequential damages caused by their unintentional breach of this agreement, or due to force majeure or any casualty, accident or act of God.
  1. OWNER waives any right or remedy in equity, including without limitation any right to terminate or rescind this agreement or any right granted to CHARTERER hereunder, or to enjoin or restrain or otherwise impair in any manner the production, distribution, exhibition or other exploitation of the picture currently entitled ______or any parts or elements thereof or the use, publication or dissemination of any advertising in connection therewith.
  1. This Agreement shall be interpreted and governed by the laws of the General Maritime law of the Unites States of America and the laws of the State of California in the absence of applicable General Maritime Law of the United States of America. The parties agree that any and all disputes or controversies of any nature between them arising in connection with the Agreement shall be determined by binding arbitration in accordance with the rules of JAMS (or, with the mutual agreement of the parties, ADR Services) before a single neutral arbitrator ("Arbitrator") mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the arbitration service. The Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to any U.S. Federal Court in California with subject matter jurisdiction or a California Superior Court for confirmation and enforcement of the award.In determining any dispute between the parties, the Arbitrator shall first give due regard to the intent of the parties as expressed in the Charterparty Agreement and as reasonably implied therefrom. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
  2. CHARTERER shall have the right, but shall not be obligated, to photograph, film and record the vessel and depict the vessel and/or any part or parts thereof, accurately or otherwise, as CHARTERER may choose, in connection with CHARTERER’s use hereunder. OWNER acknowledges and agrees that OWNER has no interest in CHARTERER’s photography, film or recording of, on, from or about the vessel, and OWNER hereby grants to CHARTERER all right in perpetuity throughout the universe in all such photography, films and recordings for all purposes.

OWNER and CHARTERER agree to be bound by all terms and conditions included in this agreement which constitutes the sole understanding of the parties.

CHARTERER: ______
BY: ______
DATE: ______/ OWNER: ______
BY: ______
DATE: ______

Time Charterparty 5/25/111 of 3