MINOR ACTING ARTIST’S AGREEMENT AND PHOTOGRAPHIC RELEASE FORM

THIS AGREEMENT, made this ______________ day of _______________, 20____ between

DREAM MASTERS STUDIOS, L.L.C. herein after referred to as "Producer", whose regi-

stered address is 9327 Corregidor, St. Louis, Missouri, 63134 and whose voice mail is (314)

423-2827, and whose fax number is 1-253-276-9044, and whose e-mail address is

dmsllc@its-dms.com, and the below named actor:

______________________________________________________,

hereinafter referred to as "DMSAA;"

WITNESSETH

SECTION 1.

PRODUCTION:

 Copyright and Ownership:

It is understood that the production titled The UTIA Connection,   herein called "Produc-

tion" is a copyrighted screenplay of same name listed in the Library of Congress under the

name of executive producer Joseph Palermo. It is further understood that all characters

created in "Production" are the intellectual property of Joseph Palermo as well.

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Intended Release:

It is understood that the "Production" is being produced as an ongoing series for a minimum

streaming video release via the Internet and that as the story line proves itself to viewers and

develops a following it is entirely possible that the production will be taken to a more sophisti-

cated form for release through the medias of television or cinematic release, whether cellu-

loid or digital means.

ROLE:

Producer acknowledges acceptance of DMSAA as follows:

 

A) To portray the named character ___________________________.

(herein referred to as "Role");

B) To act as background extra in scene; _______________________________________

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Role Evolution

It is understood that the Role is new and unique to the Production, and creation and has yet

an entire life to it for growth.

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Role Inclusion In Storyline:

It is understood that said Role may come and go according to the storyline as it realistically

develops per the series creator, or the writing staff if the creator is incapacitated. DMSAA

is guaranteed that the Role will always be written from a standpoint of substance and not just

for commercial outcome.

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“Outside of Production” Role Use By DMSAA

It is understood and acknowledged that should a DMSAA do such acting artist work with the

Role that such performance becomes an unquestionable public icon (an image, such as a

"Mr. Spock" from the original TV series "STAR TREK"), then that particular DMSAA will have

the right to “good, and proper taste” public appearances as said Role; for personal earnings,

or for such organizations or agencies involved in public assistance as long as said appear-

ance(s) does not promote any form or image of hate.

COMPENSATION, DISTRIBUTION OF EARNINGS, AND GUARANTEE

COMPENSATION:

The compensation established here is understood to be the following:

Regarding “Earnings Percentages,” the following is understood by DMSAA:

If a cash investor is involved in the funding of the production, the cash investors earns

back 100% before any earnings percentages will begin to be distributed to any other

earnings pools.  Home entertainment product (videos, streaming video CD’s, or DVD’s,

or pay-per downloads) have a “Unit Cost” attached to them and that “Earnings Percent-

ages” begin after both the costs associated with “Unit Costs” have been derived and

after at least 1,000 units have been sold.

It is also understood that any percentage payments due to DMSAA's agent, manage-

ment or other authorized representation is DMSAA's responsibility unless Producer

has a previous contractual agreement with said agent, management or other indus-

try representative.

DISTRIBUTION OF EARNINGS:

It is understood that all moneys are collected through DMS, LLC are deposited and held in

an escrow account of appropriate Description (i.e. DMS UTIACON WEB1) at a bank within

St. Louis County, Missouri.

 

It is agreed that DMSAA will receive a quarterly product earnings report, based on the ac-

count report issued by the Commercial Bank of Westport, regarding this particular produc-

tion, by e-mail.

 

It is agreed between DMSAA and Producer that upon the initial purchase, purchase to mean

that payment has been received and bank cleared by Producer, of at least 1,000 units, that

earnings distribution will commence on the next accounts payable date (15th of the month)

and will continue on a quarterly basis.

 

It is also agreed between DMSAA and Producer that should DMSAA, or their repre-

sentation, find any discrepancies between their records and Producer’s, that

DMSAA will bring this to the attention of the Producer within 24 hours of the realiza-

tion and will allow 30 days for the discrepancy to be rectified.

 

It is also agreed that should DMSAA’s representatives desire an earnings audit that it will be

restricted to the production in question and that all costs will be borne by DMSAA’s represen-

tation.

GUARANTEE:

It is understood that should the Production sell in such a manner that an additional production

that continues the original story line and also carries forward this particular character be slat-

ed for production, and should original DMSAA still be living, physically able and interested in

re-creating the character for performance in the additional production, DMSAA is guaranteed

"first right of refusal" to recreate the role herein named;

 

It is understood and agreed between Producer and DMSAA that DMSAA will have the same

payment/investment option as previously agreed.

SECTION 2. TERM

The term of this contract is:

SECTION 3.

DMSAA'S CONTACT ADDRESS AND PHONE NUMBER:

It is understood to be the DMSAA's responsibility to keep Producer aware of their current

contact address or phone number, if different than that reported in this contract, by means of

certified mail in order to fulfill the terms of this agreement. If at anytime Producer should be

unable to contact DMSAA for a period of three months (72 mail days), with the exception of

extenuating circumstances (such as amnesia, comatose state, kidnapping, etc.) this agree-

ment will be considered terminated and at such time, any and all future earnings due to

DMSAA are to be absorbed into the cost of continuing marketing and sales of the product

involved.

All notices which Producer deems necessary to give to DMSAA are to be sent to:

__________________________________________________________________________

or may be called in to ______________________ or may be e-mailed to _________________

be given in person to DMSAA by Producer or authorized agent or assign with a signed re-

ceipt showing original signature of DMSAA having received said notices.

SECTION 4: TECHNICAL AND PRODUCTION STAFF

It is understood and agreed that, in the absence of cash investors and accessible crew,

DMSAA may offer and render other services to the production as Producer may request

and accept, and that DMSAA may agree to such with additional reasonable percentage

compensation.

SECTION 5: REHEARSAL AND PERFORMANCE TIMES

It is understood that both rehearsals and performances are being scheduled to accommo-

date, on a best effort basis, the working and personal schedules of the cast and crew mem-

bers. Shooting may need to occur at odd times of the day or night, on weekends or week-

days, and with as few as one performer on set for their individual shots.

 

The DMSAA agrees that they will make themselves available provided there is no emergen-

cy occurring that demands their absence from production such as illness or injury to DMSAA.

 

It is also understood that one evening in the week prior to each weekend of production will

be needed for pre-production needs towards the coming wekend of production.

SECTION 6: COMPLETE AND PROFESSIONAL WORK

It is understood that DMSAA will carry out their work to the fullest extent directorially reques-

ted of them, within the confines of the agreed upon scripting and any changes made through

either the DMSAA’s and director’s artistic discovery, as may be ordered by the director of

the PRODUCTION herein referred to.

 

It is also understood that complete and “professional work” is required throughout the

entire process, from auditions through pre-production, production and post-production, and

for any instances of promotions. Such “professional work” is to include promptness in arrival

at meetings or shooting locations as call times dictate (unless otherwise noted on last min-

ute changes in schedules), carrying an upbeat, positive attitude during work time and around

visitors to the set, courteousness to fellow DMSAAs and Crew/Personnel members, and

100% focus on your work at hand.

 

Should DMSAA exhibit any behavior less than above described, DMSAA may be penali-

zed according to the evaluation of the problem by the director and the recommendation of

the producers.  Such penalty will take the form of the loss of that segments earnings.

 

Should it become necessary to release DMSAA from their commitment to this role due to

undesired behavior, or criminal conviction, then DMSAA will loose 100% of revenues for the

then current segment in which they are participating.

 

It is to be understood by DMSAA that productions under partial or complete

control of DMS, LLC. are considered a ZERO TOLERANCE zone for DMSAA’s

regarding any actions considered illegal by local, state or federal law, whether

performed during or outside of participation hours, from the day rehearsals

start to the day the DMSAA‘s performance, including voice-overs, or publicity

activities for said project are completed. Discovery of any such activities by

any DMSAA participant of a DMS, LLC project are to be reported immediately

to DMS, LLC. Executive Producer, Joseph Palermo, for consideration of com-

plete termination of this agreement and the summoning of law enforcement.

SECTION 7: PROMOTION OF PRODUCTION

It is understood and agreed that there may be a request for DMSAA to assist in promotion

of the Production in order to generate awareness, viewership and sales. It will be consider-

ed a contractual requirement for DMSAA to render such service on a limited basis as de-

noted by the Producer. If DMSAA is under or pending a compensatory obligation from an-

other source on the scheduled date or promotion, it will be at the discretion of the DMSAA

as to the amount of participation in a promotional event. Promotional event is defined as,

but not limited to, on-set media interviews, or “staged publicity” photography, post-produc-

tion media interviews, and personal appearances.

SECTION 8: PHOTOGRAPHIC AND SOUND RECORDED LIKE

NESS RELEASE

DMSAA hereby gives Producer, his/her agents, associates or assigns in connection with

DREAM MASTERS STUDIOS, L.L.C. the absolute and irrevocable right and permission to

sell, transfer, publish, copyright, use and reuse in its original form or altered and retouched

form in any manner whether in whole or in part, whether in conjunction with my own or a ficti-

tious name, forever and throughout the world, in connection with the original photographs,

videos, negatives, transparencies and/or duplicates, he/she has taken of me or in which I

am included with others. I also consent to and grant the right for the use in any printed matter

in conjunction with the foregoing and I waive any and all rights to inspect or approve the fin-

ished product and release, discharge and agree to save Producer and his/her agents, as-

sociates or assigns, harmless from any claim or liability in connection with said images of

me.

SECTION 9: PERSONAL AND PHYSICAL LIABILITY

While there may be stunts for the role DMSAA is engaged for, it is understood and acknow-

ledged by DMSAA and Producer that:

1. No insurance, or bonding, accompanies this production;

2. Any performance that is designated as a “stunt” will be address by the stunt director of

the project;

 

3. Any “stunt” that DMSAA would insist on performing . In such case that the DMSAA's

role would require performance activity that would be considered dangerous "stunt work"

(ie; climbing a tree or building structure; being "hit" by a car, jumping from a moving

vehicle, or across building tops, falling down stairs, or being thrown from a height of

five feet or more, etc.) that could result in injury to the DMSAA and should there not be a

stunt person available to carry out the stunt and should DMSAA decide to do the stunt

themselves, then DMSAA releases and holds harmless Producer, it's agents, associates or

assigns from any civil or criminal act beyond their control. Any remedies, and their costs,

sought out and acted on, for physical, mental or emotional injuries accidentally suffered

by DMSAA in strict conjunction with this production will be borne by DMSAA.

SECTION 10: LEGAL

Should any part of this Agreement be deemed in a court of law to be inconsistent or flawed

according to “current law” (“current law” to mean the laws in existence as of the date this

Agreement is signed) , then it will be deemed that the portion of this agreement that does

not concur with the “current law” will be deemed to mean, and be exacting of what the “cur-

rent law” is.

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have made this agreement on the date a year

shown on Page 1 of this agreement and by signing below indicate in truest faith and consid-

eration that DMSAA and Producer will perform to fulfill the terms of this agreement.

 

PRODUCER:_______________________________/_______________________________

(Printed)                                                                                  (Cursive)

Date:_____________

 

DMSAA:__________________________________/_______________________________

(Printed)                                                                                  (Cursive)

Date:____________

 

GUARDIAN: 

____________________________________/____________________________________

(Printed)                                                                                  (Cursive)

Date:_____________

DMSAA'S RATE OF EARNINGS SCHEDULE

EXHIBIT A

ITEM 1: The DMSAA's Rate of Earnings comes from an allocated pool of earnings, PER

THE POSITION of the DMSAA in the PRODUCTION, from the *sale, in any way, shape or

form, of the finished product (this is not inclusive of any revenues derived from advertisers or

sponsors, in any way, that become part of the project, with the exception of DMSAA‘s who

elect to execute their performances as investors.).

 

IN EXAMPLE: If this particular webisode saw end of quarter earnings of $100,000, 21.7%,

or $21,700 would be put aside in the DMSAA's Rate of Earnings Account for quarterly distri-

bution.

 

If the DMSAA’s character is one of five principle DMSAAs, 21,700 / 5 = $4,340.as their share

of the earnings pool.