1998 THEATRICAL MOTION

PICTURES AND TELEVISION

CONTRACT SUMMARY

Note: On July 1, 1998, the members of the Screen ActorsGuild and the American Federation of Television and Radio Artistsvoted to give their approval to the new SAG Television and Theatricaland AFTRA Primetime Television Contract recently negotiated betweenthe two unions and the Alliance of Motion Picture and TelevisionProducers and networks.

While the full contract will not be available here for severalweeks, the following is a summary of the most important elements,including basic rates:

1998 Television & TheatricalContract Summary

• SUMMARY of the CONTRACT PROVISIONS
• Agreement Between SAG and Producers for Residuals Study
• Extra Performers
• SAG & AFTRA regional office phone numbers

SUMMARY OF THE THEATRICAL FILM & TELEVISIONAGREEMENTS

A description of the agreement for the new SAG Theatrical andTelevision Agreements and for Exhibit A (the network primetimesupplement) to the AFTRA Network Television Code is outlined below. Abrief description of the current contract provision has been includedfor the purpose of comparison. Where a provision is noted as "SAGonly," it concerns a subject in the AFTRA Network Code which is notseparately treated in Exhibit A. For example, the new provisioncovering dancers is noted as "SAG only," as dancers were previouslytreated as Principals under a Code provision not under discussion inthis negotiation.

Minimum Wages for Principal Performers

Allowances for Principal Performers
The travel allowance is $75.00. The current contract requires thatthe travel allowance is payable when you travel to "Producer's Base"in lieu of a day's pay for travel. This provision has not changedother than the rate of the travel allowance.

Per diem allowances:

Principal Performer Schedule Breaks
Performers are employed under Schedules to the Basic Agreementdetermined according to the guaranteed salary for a particular job(or in the case of stunt performers, the guarantee plus any stuntadjustment). Minimum working conditions are set forth for eachSchedule. The following are the 1998 Schedule Breaks

Stunt Coordinator "Flat Deal" Minimums:

Money Breaks
The "money breaks" in the Basic and Television Agreements generallydetermine the dollar cap on the monetary damages you will receive inconnection with a specific violation. In certain cases, for examplethe money break in connection with options, once the payment hasreached a certain level (i.e. the money break) the producer has moreflexibility in making the deal.

As part of the rates above, the Unions agreed to increase themoney break dealing with the right to double and dub a performer. Aweekly performer may not be doubled or dubbed without their consent(subject to legal and similar limitations) and a daily performermaking over a certain amount is protected as well. In the newcontract the amount a day performer must make in order to beprotected from doubling and dubbing without consent is raised to$1,000 per day from the current $750.

FOX Residuals (SAG only)
Residuals for FOX primetime broadcasting of television programs forprograms produced after July 1, 1998, the percentages are 10% on July1, 1998, and will go up another 10% on July 1, 1999. In addition, theceilings are 3% on July 1, 1998, 3.5% on July 1, 1999, and 3.5% onJuly 1, 2000.

Residuals Study
The issues relating to residual formulae and structures under theTelevision Agreement, including those for basic cable distribution,foreign and domestic broadcast, will be subject to an in-depth studyon the economics of the marketplace. In particular, the producershave agreed to make available information as to the actual costs ofproduction, license fees for all types of programming, and further toassist the Unions in gathering publicly available information onadvertising and subscriber revenue. The study will be completed byJune 30, 2000. It is hoped that the study will involve the DirectorsGuild of America and the Writers Guild of America. The study will bethe foundation for future negotiations involving the residualsstructures of the Television Agreement. The following agreementoutlines the study.

Agreement BetweenScreen Actors Guild and Producers for Residuals Study

This Agreement is made by and between the Screen Actors Guild,Inc. ("SAG" or "the Union") on the one hand, and the Alliance ofMotion Picture and Television Producers ("AMPTP") acting on behalf ofproducers who have authorized the AMPTP to represent them innegotiations for successor Agreements to the 1995 Producers-ScreenActors Guild Codified Basic Agreement and the 1995 Screen ActorsGuild Television Agreement (all of whom are listed on Exhibit "A"attached hereto) and American Broadcasting Companies, Inc., NBCStudios, Inc. and CBS Entertainment ("the three networks"), on theother hand. The Producers and the three networks are hereinafterreferred to individually as "Producer" and collectively as"Producers."

In consideration of the mutual agreements hereinafter contained,it is agreed as follows:

1. Recital

1-1 The 1998 Negotiation: The Union and theProducers ("the parties") have heretofore negotiated terms forsuccessor agreements to the 1995 Producers-Screen Actors GuildCodified Basic Agreement and the 1995 Screen Actors Guild TelevisionAgreement. The terms so negotiated call for the parties to conduct aResidual Study ("the Study") jointly with the American Federation ofTelevision and Radio Artists ("AFTRA"). The basis on which the Studywill be conducted is set forth in this Agreement as well as aparallel agreement between the Producers signatory to the AFTRANational Code of Fair Practice for Network Television Broadcasting("the AFTRA network Code") and AFTRA. The provisions of thisAgreement shall be incorporated in the 1998 Memorandum of Agreementbetween SAG and the Producers ("the Memorandum Agreement").

2. Purpose of the Study

2-1 The purpose of the Study is to evaluate:

(i) the revenues received (including barter) and thecosts incurred by the Producers in connection with the production,distribution and exhibition of Programs, and the costs incurred bythe Producers in connection with program development.

(ii) any other direct or indirect value generated by theexploitation of the Programs, the rights therein, and related rights(e.g., merchandising, current or projected market share, current orprojected value of libraries, etc.) to Producers or to subsidiaries,parents, affiliates, partners or joint venturers of any Producer.

2-2 For purposes of this Agreement, the word "Program" means any"television motion picture," as that term is defined in Section 1 ofthe 1995 Screen Actors Guild Television Agreement, whether or notthat television motion picture was actually produced, and whether ornot that television motion picture was produced or intended to beproduced under the terms of any collective bargaining agreement.

2-3 Both parties reserve their positions regarding the relevancyto the Study and to collective bargaining negotiations of anyinformation generated by the Study.

3. Exchange of Information

3-1 The Producers shall provide to an auditor (orauditing firm) selected jointly by the Union and AFTRA and to anauditor (or auditing firm) selected by the Producers information inthe possession and under the control of the Producers regardingrevenues and costs incurred by the Producers in connection with theproduction and distribution of Programs and, pursuant to the termsset forth in Section 3-3 below, other information necessary andrelevant to the purposes of the Study which is in the possession ofand under the control of the Producers.

3-2 The AMPTP agrees to use its good offices to facilitate theproduction of information relevant to any of the purposes of theStudy which is not in the possession of the Producers, but which isin the possession of other sources, including related companies(e.g., subsidiaries, parents, affiliates, partners or jointventurers).

3-3 As soon as practicable following ratification of theMemorandum of Agreement, the parties shall meet for the purposes ofidentifying what non-public information, consistent with the purposesof the Study, as outlined above, shall be supplied to the auditor(s)by the Producers and the Union. The parties shall agree upon thescope of the information to be supplied as well as the format inwhich the information is to be reported. The parties shall alsoestablish a timetable for the submission of such information by theProducers and the Union to the auditor(s) and for submission to theProducers and the Union of the auditor's presentation in the formprescribed in Section 3-5 below.

3-4 The parties agree that the reporting and compiling ofnon-public information in connection with the Study shall be done ina manner so that the origin and source of the information are notidentifiable.

3-5 With regard to information regarding a specific Producer andspecific Program, it is understood that each Producer shall reportinformation regarding such Program to the auditor(s) on a "coded"basis&emdash;i.e., identifying the Program by number only, not bytitle and without any indication as to the identity of the producingor distributing entity or entities involved. However, the Producershall indicate the market for which the program was made or intendedto be made and the length and type (e.g., MOW, mini-series, drama,variety, primetime, etc.) or projected length and type of theprogram. The auditor(s) shall total the sums reported to it in eachof the categories requested and present that information to theparties on an amalgamated, industry-wide basis. The auditor(s) shallhave the right to audit and examine such documents in the possessionand under the control of the Producer as are necessary to verify theaccuracy and completeness of any data reported by such producer. Theauditor(s) shall maintain the confidentiality of any informationobtained through this process in accordance with the confidentialityprovisions of this Agreement.

3-6 The Producers and the Unions will make their industry andmarket experts available for discussion and dialogue in order tofurther the evaluation described in Section 2-1 of this Agreement.

3-7 During the course of the Study, the parties shall exchangetheir preliminary findings and conclusions, and shall meetperiodically to discuss the progress and preliminary results of theStudy and additional information requests. The parties agree that theUnion's and the Producers' auditors, financial analysts or otherexperts may participate in these meetings.

3-8 The parties shall fully cooperate with one another in securingand sharing any public study, report or analysis relevant to thisStudy, including but not limited to, annual reports to shareholders,the Veronis annual reports, Kagan reports, Competitive MediaReporting, SEC filings, the Advertiser Syndicated TV Association andthe Cable Advertising Bureau.

4. Restrictions on Use of Non-Public Information

4-1 The parties agree that all non-public informationis confidential and proprietary and shall be furnished solely to anauditor selected jointly by the Union and AFTRA and to an auditorselected by the Producers, each of whom shall execute aconfidentiality agreement in a form acceptable to the parties inadvance of the submission of information pursuant to this Agreement.The auditor(s) shall not disclose any of such information sosubmitted to any person or entity, except to the following persons:(i) to financial analyst(s) or other experts selected jointly by theUnion and AFTRA and to financial analyst(s) or other experts selectedby the Producers; (ii) to those individuals designated by the partiesas necessary to analyze the information; and (iii) to any person towhom the parties mutually agree that such information may bedisclosed. Each such person or entity listed above shall execute aconfidentiality agreement in a form acceptable to the parties inadvance of any disclosure made pursuant to the terms of thisAgreement.

4-2 The provisions of the confidentiality agreement required bySection 4-1 above shall not restrict the distribution by the Union ofamalgamated or industry-wide statistics which have been compiled fromnon-public information.

4-3 The restrictions on the use of non-public information and anyconfidentiality obligations imposed or assumed as a result of thisAgreement shall survive the termination of this Agreement.

5. Negotiation for Changes in Residuals Provisions:

The parties will make every effort to complete this studyexpeditiously. It is the parties' intent to attempt to complete theStudy on or before January 1, 2000, so that meaningful discussionsmight conclude before June 30, 2000, regarding the appropriateness ofchanging the residuals provisions in, or adding new residualsprovisions to, the collective bargaining agreements referred to inthe preamble of this Agreement.

6. Disputes:

All disputes regarding production of information pursuant to thisAgreement shall be resolved by expedited arbitration before a panelof three arbitrators, one of whom shall be selected jointly by theUnion and AFTRA, one of whom shall be selected by the Producers, anda third selected by mutual agreement of the two arbitratorsdesignated by the parties. Each arbitrator shall have one (1) voteand all disputes shall be resolved by a majority vote of the panel.The panel shall have authority only to require production ofinformation in the possession of and under the control of either theProducers or the Union, consistent with the terms of Sections 3-1 and3-5 above. For purposes of enforcing the awards of the panel, thisAgreement shall be considered a labor agreement under 29 U.S.C. 185.

7. Expansion or Modification of Study:

Theatrical Motion Pictures are not a subject of this Study, butthe parties may elect to include them as part of the Study.Furthermore, the Union may elect to have the Directors Guild ofAmerica, Inc. and/or the Writers Guild of America participate in thisStudy, subject to the execution of an agreement between each Guildand the Producers relating to their participation in the Study. Theparties agree that participation by the DGA and/or the WGA shall notlimit the scope of the information to be provided to the Unionpursuant to this Agreement. Upon agreement by AFTRA and Producerssignatory to the AFTRA Network Code, television programs producedunder the AFTRA Network Code (i.e., in addition to those producedunder Exhibit A) shall be included in and made a part of theResiduals Study.

It is understood that if the Study is expanded to include the DGAand/or the WGA, a single auditor shall be selected by all of theunions for purposes of the Study.

8. Effective Date of Agreement:

This Agreement shall be effective upon ratification by themembership of SAG and AFTRA of the Memorandum of Agreement referredto in Section 1 above and shall terminate on June 30, 2001.

Minimum Wages andCovered Numbers for Extra Performers Under Screen Actors Guild

In the extra performer zones for Los Angeles, San Diego, LasVegas, San Francisco, Sacramento (see below fordescription of new Sacramento Extra Zone) and Hawaii (ScheduleY&endash;I)

In the New York extra performer zone, which includes Philadelphia,Washington, D.C. and Boston (Schedule X&endash;II)

Over six years the wages of all SAG&endash;covered extraperformers will be equalized and New York extra performers willreceive a wage increase. In addition, the stand-in rate has beenseparated from the Special Ability Performer rate and will increaseto a higher rate over the course of the six years.

Under Schedule X-I and Schedule X-II, the Basic AgreementSchedules governing the employment of extra performers, the currentcontract provides that producers may hire non-covered performersafter they hire a certain number of covered extra performers. Thecontractually required numbers of covered extra performers willchange as follows:

In the West Coast Zones, three stand-ins will continue to beexcluded from the numbers of covered extra performers for long formtelevision. In feature motion pictures, three stand-ins will continueto be excluded from the count of covered extra performers for thethree years of the contract. As of July 1, 2001, stand-ins will beincluded in the count of covered extra performers for feature motionpictures.

In the New York Zone, stand-ins continue to be excluded from thecount of covered extra performers except on current television serieson which we have agreed to include stand-ins in the count of coveredextra performers.

The provision in Schedule X-Part II (the contract sectiongoverning employment in the New York Extra Zone) which requires anadditional day's pay for work by a covered extra performer in morethan one episode or motion picture on the same day will be deletedfrom the new contract. The provisions governing work on multipleepisodes and motion pictures in the New York and West Coast Zoneswill now be identical.

Allowances/Adjustments for Extra Performers Working UnderScreen Actors Guild:
In 1998, all SAG extra performers will receive an increase in theallowance paid when providing a car at the producer's request from$30.00 to $35.00.

In 1998, the $14.00 smoke pay adjustment will now be paid in allcases when SAG&endash;covered extra performers are required to workin smoke. The current contract provides that smoke pay is not duewhen a "crowd work waiver" (i.e., when the producer has hired themaximum covered extra performers on a given day and is then able tohire non-covered extra performers).

Minimum Wages for Extra Performers Working Under AFTRA ExhibitA:

AFTRA was again successful in fighting off the producer proposalto impose caps on the number of covered extra performers.

Dancers (SAG only):
Professional dancers are be employed on television programs asprincipal performers. Dancers will receive residuals and all theother protections of the principal contract. The current SAG contractprovides that professional dancers may be employed as extraperformers in television which would no longer be permitted.

In addition, the producers will provide a ten (10) hour restperiod for special ability extra performers who are required to danceand, when practical in scheduling, to use their best efforts toprovide a twelve (12) hour rest period.

Major Role Performers:
There is a provision in the current Television Agreement requiring acertain level of minimum payment for Major Role performers (gueststars, "Top of the Show"). The minimums guarantee five days of payfor a half hour show at not less than $2880, as of 7/1/1998 ($2980 asof 7/1/1999, $3035 as of 7/1/2000) and eight days of pay for aone-hour show at not less than $4608 as of 7/1/1998 ($4768 as of7/1/1999, $4856 as of 7/1/2000). Screen Actors Guild had receivedcomplaints that companies have been booking guest star performers onday performer contracts in order to avoid the above describedguarantees. The producers have agreed to issue a letter clarifyingthat the exception for guest star day performers under the "MajorRole Performers" provision was intended to be applicable only toemployment for one or two days in a cameo role.

The producers proposed, and did not achieve, a rollback in thepayment of major role performers working in one-hour shows, to aseven-day guarantee, when the episode only shoots for seven days.

Scope (SAG only):
AMPTP companies are generally employing U.S. performers on SAGcontracts on episodic series and they have agreed to make bestefforts to continue their current practices.

SAG and the AMPTP will work together to obtain contract languagein the ACTRA and UBCP collective bargaining agreements to providethat whenever a U.S. performer is employed, contributions will bemade on his or her behalf to the SAG Pension and Health Plans. ACTRA(and UBCP which is a branch of ACTRA) is the performer's union whichcurrently represents performers in Canada. It is hoped that this willassist performers who have found themselves without health coverageor pension credit because their work was in Canada.

The Basic Agreement will also be amended to include language fromthe Directors Guild Basic Agreement clarifying when a performer whiletemporarily residing abroad would be covered under a SAG contract ifhired by an American production company shooting outside the country.

Minors:
Children who work as extra performers will gain working hours andsafety protections under the new contract. Under the currentcontract, minors working as extra performers have no specialcontractual protections, although in California minors working asextra performers receive legislative protection. (SAG only)

In order to emphasize the protection due minors, the contract willbe amended to affirm the obligation to abide by the laws concerningemancipation and emancipation agreements. (AFTRA & SAG)

Arbitration (SAG only):
The Union's ability to arbitrate performers' claims is limited bydollar caps. These dollar caps have been increased substantially, inmost cases doubled. This is intended to expand the opportunities forthe Union to bring actions on behalf of performers.

The cap on the total dollar amount involved in any claim under thecontract has been set at $250,000 and is applied per performer, perproject and per dispute. Residual claims will continue to be subjectto arbitration with no ceiling limit.

Any performer whose dispute involves an amount which exceeds thearbitration limitations has the right to waive those amountsexceeding the limitations in order to make the balance of the claimsubject to arbitration. If the performer does waive the excessamount, arbitration will be the exclusive remedy for the claim.

Enforcement Issues:
In order to encourage the prompt payment of residuals, late-paymentdamages under the new contract will begin to accrue as soon asresiduals are late. This new rule does not apply to distributors witha proven history of prompt and proper payment of residuals or inconnection with the purchase of film libraries. The current contractrequires that the Union notify the distributor before late-paymentdamages begin to accrue in connection with certain types ofresiduals.

(SAG only) In order to encourage the employment of professionalperformers, the current Agreement provides for damages when producershire a member of the production company staff or (for SAG only) a"non-professional." The damages will increase from $400 to $500 forday performers; from $500 to $600 for three-day performers; and from$700 to $800 for weekly performers.

Producers have agreed to provide certain information prior toproduction on feature films and television motion pictures which willallow the Unions to better monitor production.

(SAG only) In order to ensure producer compliance with theobligation to hire professional extra performers, casting agencieswill file reports, with Screen Actors Guild, for each productionindicating the individuals hired as covered extra performers.

Reuse of Stunt Photography:
When stunt footage is reused, producers must issue payment to thestunt performer within 60 business days from the exhibition of thereuse. In the event the Producer fails to issue payment to the stuntperformer within that period, the Producer shall pay the stuntperformer an amount equal to twice the day performer minimum (as of7/1/98 that amount will be $1,152). Under the current contract, stuntcoordinators are entitled to receive payment within 30 days, however,the late-payment damages are capped at $200.00.

Producers will have the right to use stunt footage in a generictelevision promo in return for payment of day performer minimum forevery 13 weeks of use (as of 7/1/98 amount will be $576). Producershad proposed that they would be able to use stunt footage in generictelevision promos without compensation to the stunt performers.

Roles for Performers with Disabilities (SAG only):
The AMPTP has agreed, on behalf of the Companies it represents, todirect Breakdown Services to furnish to the Screen Actors Guild anybreakdown in which a role being cast depicts a person with a specificdisability.

Working with Explosives:
If a performer is rigged with any type of explosive charge (includingsquibs), the performer must be permitted to consult with the stuntcoordinator and the qualified special effects person.

If an extra performer is rigged with explosives, that performermust be upgraded to principal performer. Note that the upgradedperformer may be brought back on the same project in the same role ona subsequent day as an extra performer.

Pension and Health Plans (SAG only):
The Pension and Health Plans trustees will be asked to address theproblem of performers who are not getting coverage under the HealthPlan or pension credit, although receiving residuals, because thecaps on contribution were reached in a previous year.

The producers proposed, and did not achieve, additional caps onthe payment of contributions to the Pension and Health Plans. Thesecaps could have been damaging to the long range well being of yourHealth and Pension Plans and therefore the producers' proposal wasnot accepted.

Stunt Coordinators: Contracts, Late-Payment Penalties &Rest Period Violations:
Stunt coordinators employed on a flat deal must be paid within thetime stated in their personal services contract or deal memorandum.If the issue is not addressed in his or her contract or dealmemorandum, payment must be made by the Friday following the week ofwork. If the coordinator is not paid in a timely manner, late-paymentpenalties of $10.00 per day shall be paid for each day late up to amaximum of $200. The current contract precludes the assessment oflate-payment damages on behalf of stunt coordinators on a flat deal.

All stunt coordinators shall be entitled to a rest period of notless than eight hours. If the coordinator is authorized by the UnitProduction Manager to report without the required rest period (and isnot acting as the second unit director), the coordinator shallreceive a day's pay or $950, whichever is less, as damages. Under thecurrent contract, producers are not required to give stuntcoordinators employed on a flat deal any particular number of hoursof rest.

Any better terms negotiated by a stunt coordinator must bereflected in his or her deal memorandum, personal services agreementand in his or her Schedule K employment contract.

New Extra Zones (SAG only):
The Las Vegas Extra Zone will be expanded to include the Las VegasAirport and the University of Nevada at Las Vegas.

A new 25-mile extra zone shall be created in Sacramento,California.

The New York Extra Zone shall remain as it is, except that outsidethe 75-mile zone, the number of extra performers covered by ScheduleX-II shall never exceed the number of available, qualified registeredextra performers.

Extra Performers Performing Exterior Work or Working in SevereClimatic Conditions (SAG only):
The producers have agreed to provide notice of exterior work, ifknown, to extra performers. Further they have agreed to provide theWest Coast covered extra performers reasonable protection from severeclimatic conditions and when wearing out-of-season wardrobe that theycurrently provide for the New York Zone covered extra performers.

Test Option Deals:
Producers have agreed that, in connection with television pilot ortest option deals, the phrase "subject to the license fee" means thatthe option is not exercised unless and until the Producer hasaccepted, in writing, the license fee proffered by the network orother entity.

Advance Payment of Residuals on Television Programs:
As a general matter residuals may not be included in overscalecompensation and may not be prepaid. There is a limited exception inthe television agreement which permits advance payment providedminimum salaries are paid and further that the employment contractdetails the media and amounts being prepaid. The Unions have agreedto adjust the amount of salary required before prepaid networkprimetime residuals are permitted as follows:

Right to Negotiate:
In connection with auditions or interviews, Producers shall have theright to state their intention

***********************************************************

AMENDED 1993-1995
SCREEN ACTORS GUILD-PRODUCER
INTERACTIVE MEDIA AGREEMENT

This AGREEMENT is made by and between the SCREEN ACTORS GUILD, INC.(hereinafter sometimes referred to as the "Guild" or "SAG"), andProducer.

ARTICLE I - GENERAL


1. TITLE OF AGREEMENT

This agreement shall be referred to as the AMENDED 1993-1995 SCREENACTORS GUILD, INC.- PRODUCER INTERACTIVE MEDIAAGREEMENT ("Agreement"), and includes the Articles I, II and IIIhereof.

2. RECOGNITION

A. The Guild is recognized as the exclusive bargainingagent for all Principal Performers (throughout the United States) andExtra Performers (only in the zones specified in Section 10 below) inthe production of Material for Interactive Media. The term"Performer" as used herein means those persons covered by thisAgreement as defined in Section 4.F.

B. The terms and conditions of this Agreement apply to thoseapplicable Interactive Programs produced by Producer in the UnitedStates, its commonwealths and possessions, and to InteractivePrograms for which Producer engages Performers within the UnitedStates, its commonwealths and possessions, wherever such InteractivePrograms are produced.

************************************************************

3. APPLICATION

This Agreement shall not apply to the following:

A. Interactive Programs in which (1) part or all ofthe audio portion replicates a phonograph recording, tape, or disc orportion thereof, as those recordings are known under the AFTRA PhonoCode and (2) the video portion consists of concert-type footage whichmay or may not include performers other than the recording artist(s),and/or other visual information (e.g., lyrics, text, still photos, orbiographical information).

B. Interactive Programs consisting of still photographs with orwithout narration.

C. Any tape production more than half of which is made up of excerptsor whole programs that were produced under an AFTRA agreement.

D. Any tape production more than half of which is made up of news,game shows, quiz panel type shows, or talk shows.

4. DEFINITIONS

A. "Material": includes all products (audio or visual)derived from the recordation of the performances of Performershereunder, whether or not such performances are incorporated into thefinal version of the fully-edited Interactive Program producedhereunder by Producer.

B. "Interactive": Interactive describes the attribute of productswhich enables the viewer to manipulate, affect or alter thepresentation of the creative content of such product simultaneouswith its use by the viewer.

C.

(i) "Interactive Media" means: any media on whichInteractive product operates and through which the user may interactwith such product including but not limited to personal computers,games, machines, arcade games, all CD-Interactive machines and anyand all analogous, similar or dissimilar microprocessor-based unitsand the digitized, electronic or any other formats now known orhereinafter invented which may be utilized in connection therewith;and

(ii) "Remote Delivery" means any system by or through whichInteractive product may be accessed for use from a location that isremote from the central processing unit on which the product isprincipally used or stored, such as an on-line service, a deliveryservice over cable television lines, telephone lines, microwavesignals, radio waves, satellite, wireless cable or any other serviceor method now known or hereinafter invented for the delivery oftransmission of such Interactive product.

"Interactive Media" and "Remote Delivery" specifically exclude theLinear transmission of Interactive Programs by: (I) traditional,public or commercially sponsored over-the-air network television(i.e., PBS, NBC, CBS, ABC or Fox), syndicated television broadcasts(UHF or VHF), and cable television transmission (i.e., HBO, TNT,Showtime); and (ii) radio broadcasts, which uses are not includedwithin the subject matter of this Agreement; and any other systemsnow known or hereafter invented for the transmission of LinearPrograms.

D. "Program": A Program refers to the final version of afully-edited product for presentation to the viewer or user. An"Interactive Program" is the final version of a fully-edited productpresented on or through Interactive Media, notwithstanding anyvariations which may occur between Platforms or Remote Deliverymethods. "Program" does not refer to the computer software codeutilized in the digitization process, any type of electronictechnology, patents, trademarks or any of the intellectual propertyrights of Producer.

E. "Platform(s)": Platform refers to microprocessor-based hardwareincluding but not limited to SEGA, Nintendo and 3DO machines thatutilize the appropriate compatible formats such as cartridges anddiscs, or any other formats now known or hereinafter invented whichmemorialize Interactive Programs for viewer use.

F. "Performers": Persons whose performances are used as on oroff-camera, including those who speak, act, sing, or in any othermanner perform as talent in Material for Interactive Media.

G. "Principal Performer(s)": Principal Performers are: (I) Performerswho are used on-camera who speak dialogue or portray a major part inthe Interactive Program and are hired as Day Performers, Three-Day orWeekly Performers; (ii) Singers; (iii) Stunt Performers; (iv)puppeteers, and (v) Voice-Over Performers, and (vi) ChoreographedDancers, swimmers and skaters. Principal Performers specificallyexclude Extra Performers.

H. "Loan-Out Company": A Loan-Out Company is a corporation which iscontrolled by a Performer and which furnishes the Performer'sservices to others.

I. "Qualified Professional Performer": A Qualified ProfessionalPerformer is a person who has had prior employment as a Performer atleast once during the period of three (3) years preceding the date ofproposed employment hereunder.

J. "Day Performer": A Day Performer is a Principal Performer employedby the day.

K. "Three-Day Performer": A Three-Day Performer is a PrincipalPerformer employed for three (3) consecutive days, other than aSinger, Dancer, Stunt Performer or airplane pilot.

L. "Weekly Performer": A Weekly Performer is a Principal Performeremployed on a weekly basis.

M. "Voice-Over Performer": A Voice-Over Performer is one who providesoff-camera narration or other vocal services (except singing) forInteractive Programs.

N. "Looping": Looping services are those audio recording servicesprovided by a Principal Performer in the sound studio to correct,enhance or augment the audio portion of a Performer's performancewhich was visually recorded during Principal Photography.

O. "Singer(s)": A Singer is a Principal Performer that musicallyvocalizes either alone, or with other Singer(s), and who may alsospeak written lines.

(i) A "Specialty Singer" is a professional Singeremployed for a solo or employed as part of a "name" group;
(ii) A "Contractor" is a professional Singer who contributes servicesto Producer in addition to singing by assembling a group of three (3)or more Singers for the production and is entitled to the additionalcompensation for such services as specified in Sections 16. A. and B.A Singer shall not be deemed a Contractor by assembling a group whichis an established group or act.

(iii) "Over-dubbing" or "Multiple Tracking" occurs when a Singerre-records over the Singer's original track containing the sameMaterial as recorded on the original track.

(iv) "Sweetening": occurs when a Singer records a new trackcontaining new or variant Material over the Singer's originaltrack.

(v) "Stepping out" occurs when a Singer is asked by the Producer tosing a solo or duo during a recording session in addition to his/herperformance within the group.

P. "Extra Performer": Extra Performers are non-PrincipalPerformers who do not speak any words other than atmospheric words aspart of a crowd, commonly known in the industry as "omnies".

(i) A "Qualified Professional Extra Performer" is an Extra Performerwho has had prior employment as such at least once during the periodof three (3) years preceding the date of proposed employmenthereunder.

(ii) A "Special Ability Extra Performer" is an Extra Performer who isdirected to and does satisfactorily perform in accordance with suchExtra Performer's special talents or abilities.

Q. "Computer animation": Visual characters and graphics based oncomputer generated art to simulate life-like movement in thecharacters.

R. "Integration": Integration is the inclusion of any Materialfrom a Principal Performer's performance rendered under the terms ofthis Agreement in one or more Programs for Interactive Media producedby Producer for which the Principal Performer is not employed torender services. "Integration" does not mean or include: (I)the repetition of segments of any single Interactive Program that mayappear to be many different Programs due to the way viewers choose orrecall various segments and manipulate the Program, (ii) thereconfiguration or re-formulation of the Material produced hereunderfor a single Program for the computer software code to adapt theInteractive Program to different Platforms or Remote Deliverysystems, (iii) the use of Material for Interactive Media in LinearPrograms.

S. "Linear": Programs which do not possess Interactive qualities are"linear" in nature, and "Linear Program(s)" mean those Programs whichare:

(i) produced and memorialized by means of videotape orfilm photography or any other processes now known or hereafterinvented through which photographic images or other visualrepresentations (whether live-action or animated) are used alone, orin conjunction with audio effects, and create life-like images of thecharacters therein, and are:

(ii) exhibited or transmitted to the viewer by:

(a) television (UHF or VHF over-the-air broadcast,cable, satellite, or any other means or methods which may now beknown or hereafter invented for television reception); and/or

(b) video cassettes, video discs or any other devices used inconjunction with corresponding hardware to cause a presentation to beexhibited visually on the screen of a television receiver or anycomparable device; and/or

(c) film projection in motion picture theaters.

For example "Linear Program(s)" include theatrically exhibited motionpictures, network and cable television pilots/series andmade-for-television films, films on cassettes and discs, "live"television or other traditional, filmed or videotaped,non-Interactive entertainment programming. "Linear Program(s)" do notinclude any Programs produced hereunder for Interactive Media,notwithstanding any method of delivery to the viewer or venue forexhibition of Interactive Programs which may utilize televisioncable, wire (or any other means or methods) which heretofore havebeen utilized to transmit or exhibit Linear Program(s).

T. "Linear Television": The act of broadcasting or transmittingLinear Program(s) to the viewer.

U. "Motion Picture Exhibition": The act of exhibiting LinearProgram(s) in motion picture theaters before audiences.

V. "Minimum Applicable Compensation": The Minimum ApplicableCompensation is the base amount on which additional fees arecalculated to determine payments due Principal Performers for RemoteDelivery and/or Integration as specified in Section 15.

W. "Trailer": A short audio and/or visual presentation used topromote the Interactive Program which may include excerptstherefrom.

X. "Overtime" payments are sums paid to Performers in addition totheir initial compensation for services as a result of time workedbeyond the regular workday.

Y. "Liquidated Damages" are those sums paid to Performer in additionto his/her initial compensation for services as a result ofProducer's violation of a working condition hereunder (e.g., mealperiod violation).

Z. "Reuse" means the incorporation of Material produced hereunder inany Program other than another Interactive Program produced byProducer hereunder.

A.A. "Scale": The minimum compensation payable to Performers forapplicable services hereunder.

B.B. "Overscale" is any compensation paid to a Performer for serviceswhich is greater than Scale for the applicable services (excludingOvertime and Liquidated Damages).

C.C. "Stunt Coordinator" is a trained, Qualified Professional whoplans and supervises the execution of stunts.

D.D. "Principal Photography" refers to the period of production whena Producer is recording Performers in a substantial portion of thecreative Material for an Interactive Program. "Principal Photography"does not include tests, auditions, pre-recording of Materialoccurring before the actual production of an Interactive Program, andany services which are customarily considered ancillary to theprimary taping, photography or visual recordation of Material such asRetakes, Added Scenes, Etc..

E.E. "Retakes, Added Scenes, Etc.": are on-camera or off-cameraservices which are required by Producer in addition to PrincipalPhotography in connection with a Performer's performance such asretakes, added scenes, work for soundtracks including Looping anddubbing, process shots, transparencies, trick shots, trailers,including changes or additional shots of any of the foregoing toadapt an Interactive Program for Platforms or foreign versions.

F.F A "Promotional Program": is a specially-produced Program, thesubject matter of which is "the making of" the applicable InteractiveProgram produced hereunder which may include interviews,behind-the-scenes information, segments of the applicable InteractiveProgram, etc..

G.G. "Choreographed Dancers": Dancers, swimmers and skaters who areprofessionally trained, doing choreographed routines requiringrehearsals such as ballet, chorus dancing, modern dance, tap dancing,jazz dancing, acrobatic dancing, exhibition-level dancing, orskating.

5. REASON FOR CODE

This Agreement represents the minimum wages and working conditionsfor Performers in the production and use of Material for InteractivePrograms, thus ensuring more stable, harmonious and ethicalconditions in the industry for Performers and Producer.

6. TERM OF AGREEMENT

The term of this Agreement shall commence from the date first writtenabove and remain effective through June 30, 1996. In the event eitherparty has not served appropriate timely notice of termination for theexpiration date above, the Agreement shall be extended on aday-to-day basis until sixty (60) days after either party serveswritten notice of termination on the other

7. PRODUCER'S DUTIES

A. Producer will not enter into any agreement with oremploy any Performer for the production of Material for InteractiveMedia upon terms and conditions less favorable to the Performer thanthose set forth in this Agreement.

B. No waiver by any Performer of any provisions of this Agreementshall be effective unless the written consent of SAG to such waiveris first obtained.

C. Nothing in this Agreement shall be deemed to prevent any Performerfrom negotiating for and/or obtaining from Producer better terms thanthe minimum terms provided for herein.

D. Nothing herein shall obligate any person, firm or corporationwhich may be affiliated with Producer (including but not limited toparent and affiliated corporations) to either comply with, negotiatewith or become a signatory to this Guild Agreement or any other Guildagreement or other agreement of a controlled, allied or affiliatedunion.

8. ADMISSION TO PREMISES

Any authorized representative of the Guild shall be admitted to thepremises of the Producer or where the rehearsal or production ofInteractive Programs takes place, at any reasonable time to check theperformance by the Producer pursuant to this Agreement subject toproduct security or clearance restrictions; such checking shall bedone so as not to interfere with the conduct of Producer'sbusiness.

9. UNION SECURITY

Producer agrees to report to the Guild in writing within fifteen (15)days of the first employment of a non-member of the Guild, (or withintwenty-five (25) days of the first employment of a non-member of theGuild on an overnight location), giving the non-member's name,address and telephone number, Social Security number and his/herfirst date of employment. Any inquiry by any Producer to the Guild asto the first date on which a Performer has been employed in theindustry shall be answered by the Guild, and its answer shall bindthe Guild, and the Producer, if it acts in good faith, shall not beliable for acting on such answer, but the Producer who fails toreport shall be liable to the Guild for such failure to report. Theinquiry provided for in the preceding sentence may be made before, onor one (1) business day after the date of employment.

As used herein, the term "member of the Guild in good standing" meansa person who pays union initiation fees and dues in accordance withthe requirements of the National Labor Relations Act.

Until and unless the Union Security provisions of the LaborManagement Relations Act, 1947, as amended are repealed or amended soas to permit a stricter Union Security clause, it is agreed thatduring the term of this Agreement, Producer will employ and maintainin Producer's employ only such Performers covered by this Agreementwho are members of Screen Actors Guild in good standing or those whoshall make application for membership on the thirtieth (30th) dayfollowing the beginning of employment hereunder or the date ofexecution of this Agreement, whichever is later, and thereaftermaintain such membership in good standing as a condition ofemployment.

In the event that said Act is repealed or amended so as to permit astricter Union Security clause, the above provision shall be amendedaccordingly. The provisions of this Section are subject to suchAct.

It is understood that it would be impossible to accurately fix theactual damages suffered by SAG by reason of a breach by a Producer ofthe provisions of this Section 9. It is therefore agreed thatProducer will pay to SAG, as Liquidated Damages, the sum of FiveHundred Dollars ($500.00) for each breach by Producer of theprovisions of this Section 9. Any breach of the provisions hereofshall be deemed a single breach, regardless of the number of days ofemployment involved in the hiring; but each separate hiring of thesame person in violation hereof shall be deemed a separatebreach.

10. PREFERENCE OF EMPLOYMENT

A. In recognition of the services performed byprofessional Performers, Producer agrees that in the hiring of WeeklyPerformers, Three-Day Performers, Day Performers, Singers, Dancers,Stunt Performers, Puppeteers, and Extra Performers employed for theday for work to be performed within the 300-mile, 75-mile or 50-milezone as the case may be, referred to in Subsection C. of this Section10 ("preference zone"), preference will be given to QualifiedProfessional Performers in each such preference zone who arereasonably and readily available in such zone.

B. The obligation of the Producer to give preference to QualifiedProfessional Performers shall require the employment of a QualifiedProfessional Performer in the hiring of a Performer employed as a DayPerformer, Weekly and Three-Day Performers, unless no QualifiedProfessional Performer of the type required is reasonably and readilyavailable to the Producer through the use of the present hiringpractices generally and customarily followed by the Interactive Mediaindustry. If a Qualified Professional Performer is reasonably andreadily available to the Producer for employment in the localitywhere the Producer's production facility is based, he/she shall bedeemed available regardless of the place within the 300-mile, 75-mileor 50-mile preference zone, as the case may be, at which the servicesare to be performed.

C. For the purpose of this Section 10, the preference zones are:

CITY ZONE
1. Atlanta 75
2. Boston 75
3. Chicago 300
4. Cincinnati 75
5. Cleveland 75
6. Columbus/Dayton 75
7. Dallas/Fort Worth 75
8. Denver 75
9. Detroit 300
10. Hawaii The state of Hawaii
11. Houston 75
12. Indianapolis 75
13. Kansas City/Omaha 75
14. Kissimmee 75
15. Las Vegas 75
16. Los Angeles 300
17. Louisville 75
18. Miami 75
19. Nashville 75
20. New Orleans 75
21. New York 300
22. Philadelphia 75
23. Phoenix/Tucson 75
24. Pittsburgh 75
25. Portland 75
26. Rochester 75
27. San Diego 75
28. San Francisco 75
29. Seattle 75
30. St. Louis 75
31. Twin Cities 75
32. Washington/Baltimore 300
33. 75 Miles from any new Local Office of SAG
34. 50 Miles from any production location site utilized
by Producer in the United States

For purposes of this Section 10, the above Los Angeles zone is thearea within the radius of 300 miles from the intersection of BeverlyBoulevard and La Cienega Boulevard in Los Angeles, California; theabove New York 300-mile zone is the area within a radius of 300 milesfrom the center of Columbus Circle in New York; the above 75-milezones are the areas within the radius of 75 miles from the center ofthe designated city or the location of the Guild's local office,whichever the case may be; and the 50-mile zone is the area withinthe radius of 50 miles from such applicable production location site.

D. There shall be automatically excluded from theprovisions of this Section 10, the following:

1. Members of a group which is recognized in the tradeor by a significant segment of the public as a "name" specialtygroup;

2. A person portraying himself/herself, or persons portrayingthemselves; the exception will apply in effect to important, famous,well-known or unique persons of special skills or ability who portraythemselves;

3. Military or other governmental personnel, where restrictionsprevent use of non-military or non-governmental personnel, as thecase may be, in restricted areas or in the handling of governmentalproperty or equipment; however, the use of military or othergovernmental pilots or aircraft shall not be the subject of anautomatic waiver, but the facts shall be presented to the Guild andwaivers will be granted in accordance with the previously establishedcustom in the Interactive and entertainment industries;

4. Persons having special skills or abilities, or special or unusualphysical appearances, where such Performers having such requiredskills or abilities or physical appearances are not reasonably orreadily available to the Producer through the use of hiring practicesgenerally and customarily followed by the industry in the employmentof such Performers;

5. The first employment within the studio zone of a person withrespect to whom the producer presents in writing to the Guild factsshowing that the employee: (I) has had a sufficient training and/orexperience so as to qualify for a career as a professional Performer,and (ii) that such employee intends to pursue the career of aPerformer and intends to be currently available for employment in theindustry;

6. Children under the age of eighteen (18); and

7. The owner of special or unique vehicles or equipment, or anoperator appointed by the owner if such vehicle or equipment is notavailable to the Producer without the employment of the owner or suchoperator.

If a Performer is employed under one or more of the exceptionsprovided for in Subsection 10.D, above, the obligation of theProducer to give preference to Qualified Professional Performers inthe cases provided in Subsection 10.A, above, shall nevertheless beapplicable to any subsequent employment of such Performer byProducer. Producer agrees to promptly report to the Guild each hiringunder the provision of this Subsection D together with the reasonswhy the person employed comes within such provision. A jointProducer-Guild Committee shall be appointed to resolve claims arisingunder this Section 10 between Producer and the Guild.

E. Nothing contained in this Section 10 shall alter or modifyProducer's exclusive right to cast any and all Performers performingservices for Producer.

F. It is understood that it would be impossible to accurately fix theactual damages suffered by the Guild by reason of a breach byProducer of the provisions of this Section 10. It is therefore agreedthat the Producer will pay to the Guild, as Liquidated Damages, thesum of Five Hundred Dollars ($500.00) for each breach by the Producerof the provisions of this Section 10. The hiring by Producer of aPerformer in violation of the provisions hereof shall be deemed asingle breach, regardless of the number of days of employmentinvolved in the hiring; but each separate hiring of the same personin violation hereof shall be deemed a separate breach.

G. A breach of this Section 10 is subject to arbitration between theGuild and Producer.

11. PEOPLE COVERED

No services of any Performer are excluded from the scope of thisAgreement unless specifically waived by the Guild, however, excludedfrom this provision are skilled technicians when the context of thescript requires special understanding and expertise which cannot berealistically portrayed or narrated by the Performer. The Guildreserves the right to review these exceptions in the eventutilization becomes excessive.

12. RIGHTS

A. In consideration of the initial compensation paidhereunder, Producer may exploit the results and proceeds of PrincipalPerformers' services in the Interactive Programs for which thePerformer was employed in all Interactive Media as defined inSubsection 4.C (I) including the right to adapt such InteractivePrograms for any and all Platforms and, if Producer pays theadditional compensation specified in Subsection 15.C, Producer'srights shall include Remote Delivery and/or Integration as defined inSubsection 4.C (ii) and 4.R, respectively, above. It is understoodand agreed that Producer will have all of the foregoing rights,without payment of any additional compensation, with respect to theresults and proceeds of the services of Performers who are notPrincipal Performers.

B. Producer also will have the right, without payment of anyadditional compensation except as provided in Section 14 below, to:(I) use Interactive Material for reference, file, private auditionpurposes, and for customary industry promotional purposes within the"trade" (i.e., at sales conventions and other events within theInteractive and entertainment industries); (ii) use and givepublicity to the Performer's name and likeness, photographic orotherwise (including the use of stills and lifts in product packagingand in print) to advertise and promote the applicable InteractiveProgram including the use of excerpts of Interactive Programs atpoint-of-purchase to promote the sales of Interactive Programs.

13. REUSE OF MATERIAL

A. Producer shall not re-use any part of thephotography or soundtrack of an Interactive Program producedhereunder containing the results and proceeds of a PrincipalPerformer's performance ("Reuse") without separately bargaining withthe individual Principal Performer appearing therein and reaching anagreement therefor. The foregoing requirements shall be applicable toa Principal Performer only if the Principal Performer is recognizableand to stunts only if the stunt is identifiable. The foregoingrequirements shall not be applicable to Extra Performers and shallnot limit Producer's right to acquire Integration rights fromPerformers or to utilize Interactive Material in any manner otherwiseauthorized under the terms of this Agreement.

B. The Day Performer rate for the field in which the InteractiveMaterial is re-used (i.e., broadcast television, radio, etc.) shallbe the minimum for purposes of the bargaining referred to above withrespect to such Reuse of Interactive Material in accordance with theapplicable Guild agreement unless compensation for such other use isprovided for herein.

SAG may, at its discretion, grant waivers of the requirements of thisSection 13 with respect to the Reuse of Interactive Materialcontaining a Performer's performance in public service, educationaland like Linear Programs, and will follow a liberal policy ingranting such waivers.

C. If Producer fails to bargain separately with the Performer asprovided herein, or if Producer and the Performer bargain but areunable to reach an agreement, consent for such Reuse shall not bedeemed to have been given by the Performer. In the case of violationof the foregoing, the Performer shall be entitled to damages for suchunauthorized Reuse of his/her performance equivalent to three (3)times the amount originally paid the Performer for the number of daysof work covered by the Material actually re-used as well as theminimum fees, if any, applicable to the field in which the Materialis exploited (i.e., broadcast television, radio, etc.). In lieu ofaccepting such damages, however, the Performer may elect to arbitratethe claim as provided hereunder.

D. If Producer is unable to find a Performer within a reasonable timefor the purpose of the bargaining pursuant to this Section 13,Producer shall notify the Guild within a reasonable period of time toallow the Guild the opportunity to locate such Performer. If theGuild thereafter is unable to notify Producer of a telephone numberor an address at which the Performer may be contacted within areasonable time to allow the Producer to comply with deadlines,Producer may re-use the Material without penalty.

14. TRAILERS; PROMOTIONS

A. Producer shall have the right to make (or cause tobe made) trailers and/or Promotional Programs for the purpose ofadvertising and promoting the Interactive Program. A Performer'sservices in any such Trailer (and/or Promotional Programs) shall notrequire the payment of additional compensation (other thancompensation for services; Overtime or any compensation otherwise duehereunder) if the recordation of such Trailer (and/or PromotionalProgram) occurs during the Performer's term of employment inconnection with the applicable Interactive Program hereunder.Otherwise, the applicable Scale set forth in this Agreement shall bethe minimum compensation for services in connection with suchTrailers. No additional compensation shall be payable for the use ofany portion of an Interactive Program in a Trailer when such Traileris utilized to promote such Interactive Program.

B. No use of a Performer's services in a Trailer as herein definedmay be used as an endorsement of any service or product other thanthe Interactive Program(s) for which the Performer was employed torender services. References to the hardware, Platforms or RemoteDelivery systems upon which the Interactive Program operates orreferences to other Interactive Programs shall not be deemed anendorsement of a service or product in violation of this Subsection14.B if the Interactive Program is clearly identified by its title insuch promotion to the consumer.

C. Performer may, at his/her sole discretion, also agree to provideadditional services without additional compensation (other than thecompensation for services, Overtime or any compensation otherwise duehereunder) during the production of an Interactive Program for suchPromotional Program. If any Promotional Program is a Linear Programexhibited or transmitted to the viewer as specified in Section4.S.(ii). (a) - (c), Producer shall pay all recognizable PrincipalPerformers therein an additional payment equal to the Day Performerminimum hereunder for such use.

D. In the interest of promoting this young industry, the Guild agreesthat Producer may utilize the results and proceeds of a PrincipalPerformer's services hereunder in a Promotional Program (of up tothirty (30) minutes), as defined in Subsection 4.F.F., withoutadditional compensation to such Performer. This provision willautomatically terminate on July 1, 1996, unless the parties heretospecifically agreed otherwise.

15. COMPENSATION

MINIMUM SCALE FOR PRINCIPAL PERFORMERS:

07/01/94 to 07/01/95 --- 06/30/95 06/30/96

A. On-Camera Performers:
1. Day Performers $ 540.00
(including Solo/Duo Singers)

2. Three-Day Performers $1,367.00
(including Solo/Duo Singers)

3. Weekly Performers $1,876.00
(including Solo/Duo Singers)

6-day
Overnight Location $2,064.00

4. Group Singers

3-8 $ 469.00
9 or more $ 417.00

Contractor (3-8) +50%
Contractor (9 or more) +100%

(a) Over-Dubbing

Thirty-three and one third percent (33 1/3%) of above applicable ratewithout limitation as to the number of tracks.

(b) Sweetening

One hundred percent (100%) of the applicable rate (with or withoutover-dubbing), without limitation as to the number of tracks.


(c) Stepping-Out

(I) If a Singer is called upon to step-out of a group to sing up tofifteen (15) cumulative bars during a session, the Singer shall bepaid an adjustment of fifty percent (50%) of the solo/duo rate inaddition to the appropriate group rate for that day.

(ii) If a Singer is called upon to step-out of a group to singsixteen (16) or more cumulative bars, or remain more than one (1)hour after the group has been released, to perform a solo or duo ofany length, the Singer shall be paid the full solo/duo rate inaddition to the appropriate group rate for that day.

(iii) Any member of a group who steps-out to perform as part of asmaller group to sing over four (4) consecutive bars shall be paid atthe smaller group fee for that day. Such re-classification shall notoperate to reduce the size of the overall group with respect to feespayable to the remainder of the group.

5. Choreographed Dancers, Swimmers, Skaters, etc.

Rehearsal Days only $ 318.00

Work Days
Solo/Duo $ 540.00
3 - 8 $ 473.00
9 or more $ 414.00

Weekly Option
(includes rehearsals)
Solo/Duo $1,737.00
3 - 8 $1,593.00
9 or more $1,448.00

B. Off-Camera Performers:

6. Voice-Over Performer $ 540.00
(Up to 3 voices/4 hour day)
Additional Voices (each) $ 180.00
6+ Voices/8 hour day $1,080.00

Voice-Over Performer Retakes
(within 3 months)
3 voices/2 hour or less session $ 270.00
3 voices/more than 2 hour session $ 540.00

7. Singers
Solo/Duo $ 540.00
Hourly Rate* $ 268.00
3 - 8 $267.00 $ 286.00
9 or more $ 248.00
Contractor (3-8) +50% +50%
Contractor (9 or more) +100% +100%
Group Hourly Rate* $ 160.00

Over-Dubbing, Sweetening and Stepping-Out for off-camera Singers(same as on-camera rates, see Subsections A.4.(a) - (c) above).

(*Once Producer engages Singers at hourly rate, no conversion to DayPerformer rates is permitted.)

C. Additional Compensation for Remote Delivery andIntegration

1. Producer shall pay Principal Performers the following for RemoteDelivery and Integration rights in an Interactive Program:

A. Remote Delivery:

If acquired not later than one (1) year after initial release of theapplicable Program in Interactive Media, one hundred percent (100%)of the Minimum Applicable Compensation as specified below; otherwise,plus ten percent (10%) thereof.

B. Integration:

If acquired not later than one (1) year after initial release of theapplicable Program in Interactive Media, one hundred percent (100%)of the Minimum Applicable Compensation as specified below; otherwise,plus ten percent (10%) thereof.

The "Minimum Applicable Compensation" shall be the Performer's actualsalary for the total number of days or weeks employed, up to onehundred fifty percent (150%) of the minimum daily or weekly Scale, asdetailed in Subsection A. or B., above, for the total employmentperiod, excluding Overtime and Liquidated Damages, if any.

D. Half-Day Employment (Rehearsals)

Producer may engage a Performer (except Dancers, Extra Performers andStunt Performers) once per Program for up to four (4) consecutivehours of rehearsal time at sixty-five percent (65%) of the DayPerformer rate pro-rata, or sixty-five percent (65%) of thePerformer's pro-rata single day rate, whichever is higher, asfollows:

(1) Rehearsal time (no recordation of Performers) of four (4)consecutive hours or less, provided a firm date for the subsequentworkday(s) is given at the time of booking.

(2) Call times, except for travel, are restricted to:

(a) Morning Call - no later than 8:00 a.m.
(b) Afternoon Call - no earlier than 1:00 p.m.
(c) Evening Call - any four (4) consecutive hours provided work endsby
12:00 a.m.

Any extension of the half-day rehearsal beyond four (4) hours issubject to the Performer's consent at the time of extension and shallrequire payment of an additional thirty-five percent (35%) of thedaily rate for such day, whether four (4) additional hours or lessare worked. Any Overtime beyond eight (8) hours of work will then becomputed at time and one-half or double time in hourly units, asspecified in Article II, Section 6. All required meal periods will beobserved.

For Three-Day Performers or Weekly Performers, Producer may use thehalf-day rehearsal rate based only on the Day Performer minimum.

E. Extra Performer Rates:

General Extra Performers $107.00
Special Ability Extra Performers $131.00

A. The weekly salary for Extra Performers employed by the week shallbe five (5) times the minimum daily rates as specifically set forthabove. Extra Performers employed by the week are guaranteed a minimumemployment of five (5) consecutive days, provided that a Saturdaywork day shall be included in such five (5) consecutive days.

B. Any Extra Performer who speaks atmospheric words, commonly knownin the industry as "omnies", is entitled to the basic wage for theparticular call.

C. Whenever Producer employs more than ten (10) registered ExtraPerformers for general Extra Performer work in an Interactive Programon any day, Producer may employ any number of non-registered personsto perform crowd work.
16. NON-DISCRIMINATION POLICY

A. The parties hereto reaffirm their commitment to a policy ofnon-discrimination and fair employment in connection with theengagement and treatment of Performers on the basis of sex, race,color, creed, national origin, age, or disability, in accordance withapplicable state and federal law; no inquiry shall be made withrespect to a Performer's marital status, sexual preference ornational origin, creed, age or disability.

B. Producer shall cast Performers in accordance with the above policyin all types of roles, having due regard for the requirements of andthe suitability for the role so that, for example, the American scenemay be portrayed realistically. To that end, due regard shall begiven to women, minorities, Performers with disabilities and seniorsin all aspects of society. The parties agree that the Producer shallretain its exclusive creative prerogatives.

In furtherance of the foregoing, the Producer shall make good faithefforts to seek out and provide audition opportunities for women,minorities, Performers with disabilities and seniors in the castingof each production thereby creating fair, equal and non-stereotypedemployment opportunities. Producer agrees to provide equal employmentopportunities (including auditions) for women and men for Voice-Overroles having due regard for the requirements of and suitability forsuch roles.

C. When applicable, and with due regard to the safety of cast, crewand other persons, women and minorities shall be considered for stuntdoubling roles and for scripted and unscripted stunts on a functionalnon-discriminatory basis.

Producer shall make every effort to cast Performers with physicaldisabilities for scripted and unscripted stunts for which they arequalified and with due regard to safety, in roles portraying theirparticular disability such as wheelchair stunts or stunts involvingthe use of other adaptive devices, e.g., crutches, prostheses, etc..Where the Stunt Performer doubles for a role which is identifiable asfemale and/or Black, Latin-Hispanic, Asian-Pacific or Native Americanand the race and/or sex of the double is also identifiable, Producershall make every effort to cast qualified persons of the same sexand/or race involved. The Stunt Coordinator shall make every effortto identify and recruit qualified minority and female StuntPerformers and Stunt Performers with disabilities prior to thecommencement of production.


D. Special Considerations: All facilities under the controlof or used on behalf of Producer in connection with the casting orproduction of Material for Interactive Programs, including but notlimited to dressing rooms, lodging, studios, locations (wherefeasible), sets, and transportation and access thereto, shall providereasonable accommodations for Performers with disabilities and shallbe suitable for the special needs and requirements of any Performerswhether by reason of age or disability. For any role in which a deafPerformer is sought or cast, Producer shall provide, during theaudition or throughout the engagement, a certified or a qualifiedinterpreter(s) for the deaf (i.e., interpreter(s) qualified orcertified in sign language or oral interpretation). With regard toPerformers who are blind or visually impaired, Producer and suchPerformers shall make mutually acceptable provisions to make thescript and/or sites available to the Performer in advance ofauditions.

17. CONTRACTS WITH PERFORMERS

Every contract (whether written or oral) between Producer and anyPerformer shall be deemed to contain the following clauses:

"Notwithstanding any provision in this contract to the contrary, itis specifically understood and agreed by all parties hereto:

A. That they are bound by all the terms and provisions of the Amended1993 - 1995 Screen Actors Guild, Inc.- Producer Interactive MediaAgreement.

B. That should there be any inconsistency between said contract andthe Agreement or the valid rules and regulations enacted by the Guildnot in derogation thereof, the Agreement and the rules andregulations of the Guild shall prevail; but nothing in this provisionshall affect terms, compensation or conditions provided for in thiscontract which are more favorable to members of the Guild than theterms, compensation and conditions provided for in saidAgreement.

C. If the term of this contract is of longer duration than the termof the Agreement between the Guild and the Producer, this contractshall be modified to conform to any agreements or modificationsnegotiated or agreed to in said Agreement, and the existence of thiscontract shall not prevent the Performer from engaging in any strikeor obeying any of the lawful rules and regulations of the Guildwithout penalty by way of damage or otherwise, subject to mutualcancellation or termination of this contract without penalty oneither side.

D. Performer is a member of the Guild in good standing subject to andin accordance with Section 9 of this Article I and is subject to therules and regulations of the Guild.

E. That the Performer is covered by the provisions governing theScreen Actors Guild Pension and Health Plans.

F. All disputes and controversies of every kind and nature arisingout of or in connection with this contract shall be determined byarbitration in accordance with the procedure and provisions of saidAgreement."

18. EXISTING CONTRACTS

The parties acknowledge that existing contracts between Performersand Producer entered into prior to the date of execution of thisAgreement shall not be subject to the terms and conditionshereof.
19. INDIVIDUAL CONTRACTS

Except as otherwise herein expressly provided, the minimum terms andconditions hereof shall be deemed incorporated into all individualcontracts of employment in effect on the effective date hereof orthereafter executed, with respect to all services rendered on orafter such effective date.

20. MINIMUM SCALE/TERMS

Producer agrees that it will make no contract with any Performer atterms less favorable to such Performer than those contained in thisAgreement, and no waiver of any of the terms hereof shall beeffective without the written consent of the Guild. All Performers,whether employed at Scale or in excess of the minimum rates set forthherein, shall have the protect[Bion and benefits of the provisionsand conditions set forth in this Agreement. Nothing herein shallprevent an individual Performer from bargaining for more favorableterms and conditions in his/her individual contract than thoseaccorded Performers hereunder.

21. PROHIBITION AGAINST CREDITING

No compensation paid to a Performer for his/her services in excess ofthe minimum may be credited against Overtime, Liquidated Damages orany other compensation otherwise due the Performer; however, nothingherein shall prevent Producer from bargaining with the PrincipalPerformer to allocate compensation payable to a Principal Performer(other than Overtime and Liquidated Damages) which is greater thantwo hundred percent (200%) of Scale to sums which may be otherwisedue the Principal Performer hereunder.


22. SAG MEMBER REPORTS; PERFORMER CONTRACTS

Producer shall have the option of utilizing SAG Member Reports at thetime of hiring of Principal Performers and/or Extra Performers inconnection with Interactive Programs on a form similar to thatauthorized by SAG, or to employ the same pursuant to individualcontracts in forms approved by the Guild. If Producer utilizes suchMember Reports, it will be the duty and responsibility of eachPerformer to deliver a form initialed by the Producer to the localSAG office.

If Producer does not utilize Member Reports, Producer shall employScale Performers pursuant to individual contracts on a form approvedby the Guild which guarantees the Performers the minimum terms andconditions of this Agreement. No changes, alterations or additionsmay be made in such form except such changes as are more favorable tothe Performer and as to which changes both Performer and Producerhave given written approval on the contract. Copies of all suchemployment contracts shall be filed with the appropriate Guildoffice.

23. EVASION OF RESPONSIBILITY
Producer agrees that Producer will not knowingly, for the purpose ofevading performance under this Agreement:

(1) sublet or transfer responsibility hereunder to any thirdperson;

(2) transfer operations to any other place of origin or territorysolely for the purpose of defeating or evading this Agreement;

(3) use, lease or authorize others to use Material for InteractiveMedia for any purpose or in any manner other than as permitted bythis Agreement.

24. WAIVERS

The Guild recognizes that the production, distribution and exhibitionof Programs in Interactive Media is in its formative stages, andthere may be uses of a nature not contemplated at the time theparties enter into this Agreement. The Guild agrees to consider anyspecial circumstances which warrant modification of any of the termsof this Agreement and to grant waivers to accommodate suchproductions, which waivers shall not be unreasonably withheld. Anyrequest by a producer for consideration for changes or waiver by theGuild hereunder must be made in writing by advance notice to theGuild to afford sufficient time to give proper consideration to suchrequest. The parties acknowledge that fifteen (15) business daysnotice prior to the scheduled production of any Interactive Programshall be deemed sufficient time for purposes of evaluating suchrequest.

25. WAIVER OF RIGHTS BY MEMBERS

The acceptance of consideration by a member of the Guild under thisAgreement shall not be deemed sufficient consideration to effect awaiver, release or discharge by such Guild member of such Guildmember's contractual rights under this or any other Guild agreement.Releases, discharges, notations on checks, cancellations, etc., andsimilar devices which may operate as waivers or releases shall benull and void to the extent provided for above without the Guild'sprior written approval.

26. PRODUCTION STAFF

A. Producer shall not utilize persons employed as members ofProducer's casting or production staff as Performers in anyInteractive Program on which they also render other services withoutthe express consent of the Guild, however, the Guild shall grantwaivers on a reasonable basis in good faith to accommodate thelegitimate production necessities of Producer.

B. The following are exceptions to the above: (1) Animal handlers(appearing in a scene in which they handle animals); (2)Actor/directors, actor/writers, or actor/producers engaged by writtencontract prior to the commencement of Principal Photography of theProgram; (3) an "emergency" in the production which requiresimmediate response. Emergency is defined as a situation on locationin which a member of the cast cannot perform or fails to report forwork ready, willing and able to perform the duties assigned to suchPerformer hereunder.

C. Violations of the foregoing prohibition shall require payment ofLiquidated Damages, as follows:

Day Performer $300.00
Three Day Performer 400.00
Weekly Performer 600.00

27. PAYMENTS

A. Performers shall be paid not less than the minimum applicable feesdue hereunder, in the legal tender of the United States not laterthan twelve (12) business days after the time specified for payment.All fees shall be due as of the date of the last day of production inwhich such Performer's services are utilized.



B. Liquidated Damages for Late Payment

The following cumulative payments shall be added to the compensationdue and payable to the Performer for each day, beginning with the dayfollowing the day of default: Two Dollars and Fifty Cents ($2.50) foreach day's delinquency up to thirty (30) days (excluding Saturday,Sunday, and holidays which the Producer observes). Thereafter, theaccrual of damages shall cease unless either the Guild or the membergives written notice to the Producer of the non-payment. In the eventsuch notice is given and full payment including accrued LiquidatedDamages is not made within twelve (12) working days thereafter, theProducer shall be liable for an immediate payment of Seventy-FiveDollars ($75.00) plus further payments at the rate of Five Dollars($5.00) per day from the date of receipt of notice of non-paymentwhich shall continue without limitation as to time until thedelinquent payment together with all Liquidated Damages are fullypaid. Such Liquidated Damages shall be in addition to any and allother remedies which the Guild may have against Producer under thisAgreement.

The above cumulative payments shall not apply in the followingcase:

(1) Where a bona fide dispute exists as to the amount due and payableconcerning which the Guild has been notified promptly;

(2) When force majeure intervenes;
(3) Where Performer's services are provided by a Loan-Out Company,and he/she has failed to furnish to the Producer pertinentinformation required and all W-4 forms (provided, however, thatProducer has made such forms available at the production site);

(4) Where there is no Loan-Out Company and a Performer has failed tofurnish the Producer his/her W-4 form (provided, however, thatProducer has made such forms available at the production site);and

(5) Where the Performer, having been furnished his/her contract on orbefore the day of his/her performance, fails to return the signedengagement contract promptly.

C. All Fees are Net

The minimum fees specified in this Agreement shall be net to thePerformer. No deductions whatsoever may be made by Producer fromPerformer's compensation except for deductions and withholding thatare required by law, including but not limited to the Social Securityand withholding taxes as specified below.

28. SOCIAL SECURITY, WITHHOLDING, UNEMPLOYMENT AND DISABILITYINSURANCE TAXES

All compensation paid to Performers covered by the Agreement for andin connection with the making and use of Programs for InteractiveMedia constitute wages and as such is subject to Social Security,withholding, unemployment insurance taxes and disability insurancetaxes. Producer and any others who assume the obligation to make suchpayments shall also make the required payments, reports andwithholdings with respect to such taxes.

Employers must honor a Performer's request that taxes be withheldover a longer payroll period (i.e., by a more favorable taxwithholding schedule) to the extent Producer can do so withoutincurring liability therefrom as determined by Producer in accordancewith its standard customary practices. Producer shall attachappropriate forms for this purpose to Performer's contract.

A W-4 form or an alternative form with appropriate IRS taxinformation for withholding purposes will be included in the standardunion employment contract form.

29. SAFEGUARDS AGAINST VIOLATION

Producer shall furnish the Guild written reports, under the samecover as checks for Performers' services, specifying: the detailsrelevant to the Interactive Program produced; time of the productionsessions; the title of the Interactive Program; names of Performers;complete time in rehearsal and shooting; gross fees payable toPerformers.
30. SAG PENSION AND HEALTH PLANS

A. Producer shall become a party to the "Screen ActorsGuild-Producers Pension Plan for Motion Picture Actors" and "ScreenActors Guild-Producer Health Plan for Motion Picture Actors" andshall contribute to the Plans amounts equal to 12.65% of all grosscompensation as herein defined with respect to Interactive Programsproduced under this Agreement. Included in that amount, is a Producercontribution of fifteen-hundredths of one percent (0.15%) of grosscompensation to fund the administration of special programs such asseminars on casting and non-discrimination mandates in thisAgreement, training and retraining programs, Performer safety, etc.This Fund was previously created by SAG and the Alliance of MotionPicture and Television Producers. For convenience, Producer shallinclude the 0.15% contribution with the 12.5% contribution for thePension and Health Plans.

The term "Gross Compensation" as used in this Section means allsalaries, fees, and other compensation or remuneration; excluding,however, payments for meal period violations, rest period violations,traveling, lodging or living expenses, Liquidated Damages for latepayments, flight insurance allowance, reimbursements for special hairdress or for wardrobe maintenance or damage, but without any otherdeductions whatsoever. Such terms also include amounts paid to anyemployee with respect to services as a Performer (includingcompensation paid as salary settlements) whether or not any serviceswere performed.

B. All contributions shall be allocated between the Pension andHealth Plans as determined by the Plan Trustees, and will be subjectto reallocation from time to time in accordance with thedetermination of the Trustees based on actuarial studies.

C. It is understood that the Pension and Health contributions areindustry-wide and open to all Producers and advertising agenciessignatory to any of the Guild's collective bargaining agreements orLetters of Adherence thereto which provide for payments to the Plansas above set forth. By signing a Letter of Adherence to the TrustAgreement hereinafter referred to and upon acceptance by theTrustees, Producers and advertising agencies shall be deemed bound bythe terms and conditions of the Plans and to have appointed theProducers, Trustees and alternative Trustees previouslyappointed.

D. The funds contributed to the Pension Plan and the Health Planshall be trust funds and shall be administered under the ScreenActors Guild-Producers Pension Plan Trust Agreement and the ScreenActors Guild-Producers Health Plan Trust Agreement, both datedFebruary 1, 1960, which Agreements and Declarations of Trust shallbecome part of the collective bargaining contract. The Trust Fund forthe Pension Plan shall be used solely for the purpose of providingpension benefits for employees covered by the Guild's collectivebargaining contracts in the motion picture industry who are eligiblefor benefits under the Pension Plan, and for expenses in connectionwith the establishment and administration of such Pension Plan. TheTrust Fund for the Health Plan shall be used solely for the purposesof providing welfare benefits for employees covered by the Guild'scollective bargaining contracts in the motion picture industry whoare eligible for benefits under the Health Plan and, in thediscretion of the Trustees, for their families and for expenses inconnection with the establishment and administration of such HealthPlan.

The Trustees shall determine the form, nature and amount of pensionand health benefits, respectively, the rule of eligibility for suchbenefits, and the effective dates of such benefits.

E. The Plan of pension benefits shall be subject to the approval ofthe Internal Revenue Service as a qualified Plan. If any part of thePlan is not approved, the Plan shall be modified by the Trustees tosuch form as is approved by the Internal Revenue Service.

F. The Declarations of Trust shall provide that no portion of thecontributions thereof may be paid or revert to any Producer.

G. Producers and advertising agencies shall furnish the Trustees toeach Plan, upon request, with the required information pertaining tothe names, job classifications, Social Security numbers and wageinformation for all persons covered by the agreement together withsuch information as may be reasonably required for the proper andefficient administration of the Pension Plan and the Health Plan,respectively. Upon the written request of the Guild to the Producer,such information shall also be made available to the Guild.

H. No part of the Producer's contributions to such Plans may becredited against the Principal Performer's compensation over Scale oragainst any other remuneration that the Performer may be entitled tono matter what form such other remuneration may take nor shall suchcontributions constitute or be deemed to be wages due to theindividual employees subject to this Agreement, nor in any manner tobe liable for or subject to the debts, contracts, liabilities, ortorts of such employees.

I. LOAN OUTS

Where the Producer borrows acting services from a signatory Loan-OutCompany, or enters into a contract with a Performer under whichcovered services and non-covered services are to be provided, thefollowing shall apply:

1. There will be a separate provision in the Principal Performer'sagreement or loan-out agreement covering only acting services. Whereother services are involved, and there is a dispute over the portionof the compensation allocated to acting services, the PrincipalPerformer's "customary salary" shall be given substantialconsideration in resolving such dispute.

2. Contributions shall be payable on the amount allocated to coveredservices.

3. The Producer shall have the obligation to make the contributionsdirectly to the Plans whether the agreement is with the Performer orwith the Performer's Loan-Out Company.

4. If, prior to the date on which Producer assumed the obligation tomake the contributions directly to the Plans, a Loan-Out Company hasfailed to make the applicable pension and health contributions onbehalf of the loan-out Performer pursuant to the provisions of theapplicable SAG Contract, Producer shall not be liable for suchcontribution.

5. Claims against the Producer for pension and health contributionson behalf of Performers borrowed from a Loan-Out Company, or claimsagainst the Producer on behalf of Performers employed directly by theProducer must be brought within four (4) years from the date offiling of the compensation remittance report covering suchPerformers.

6. Any claim for contribution not brought within the four (4) yearperiod referred to in Subsection I.(5) above shall be barred.

J. AUDITS

Claims against the Producer pursuant to Subsection I, above, forpension and health contributions on behalf of Performers borrowedfrom a Loan-Out Company, or claims against Producer pursuant to thisSection 30 must be brought within four (4) years from the date offiling of the compensation remittance covering such Performers.

K. ADHERENCE TO THE PLANS

By signing this Agreement, Producer thereby applies to become a partyto and agrees to be bound by the Screen Actors Guild-ProducersPension Plan Trust Agreement and the Pension Plan adopted thereunder;and the Screen Actors Guild-Producers Health Plan Trust Agreement andthe Health Plan adopted thereunder, if the Producer is not already aparty to said Agreements and Plans.

Producer further hereby accepts and agrees to be bound by allamendments and supplements heretofore and hereafter made to theforegoing Agreements and documents. Producer hereby accepts theProducer Plan Trustees under said Trust Agreements and theirsuccessors designated as provided herein.

31. RIGHT TO RESPECT PICKET LINES

The Producer will not discriminate against any individual GuildPerformer for refusal to cross a lawful picket line which isestablished at the premises of Producer as the result of a lawfulstrike, authorized by responsible Guild officers having the right todo so (at the appropriate local or national level).

32. SEPARABILITY

If any clause, sentence, paragraph or part of this Agreement or theapplication thereof to any person or circumstances, shall be adjudgedby a court of competent jurisdiction to be invalid, such judgmentshall not affect, impair, or invalidate the remainder of thisAgreement or the application thereof to any other person orcircumstances, but shall be confined in its operation to the clause,sentence, paragraph or part thereof directly involved in thecontroversy in which such judgment shall have been rendered and tothe person or circumstances involved. It is hereby declared to be theintent that this Agreement would have been accepted even if suchinvalid provision had not been included.

33. PRODUCTION PROSECUTED

In the event that the Material in which the Performer has performedhereunder is the subject of any civil or criminal prosecution,Producer agrees to defend the Performer and to pay all expenses,charges and judgments so incurred. This Section does not apply to acase where the prosecution results from Material furnished by thePerformer or acts done by the Performer without authorization of theProducer or beyond the scope of his/her employment.

34. NO STRIKE - NO LOCKOUT

So long as the Producer performs this Agreement, the Guild will notstrike against the Producer, as to Performers covered by thisAgreement in the field covered by this Agreement. To the extent theGuild has agreed not to strike, it will order its members to performtheir contracts with the Producer. This and the following paragraphshall apply only to companies who sign this Agreement. Producer andthe Guild agree that there will be no stoppage of work pending anyarbitration and award, and the parties agree that all judgmentsrendered pursuant to arbitration brought in accordance with theprocedures specified hereunder will be binding upon them.

35. TRANSFER OF RIGHTS - ASSUMPTION AGREEMENT

A. Upon the sale, transfer, assignment or other disposition byProducer of any Interactive Program produced by it hereunder, theProducer shall not be responsible to the Guild or to any Guildmembers for any payments thereafter due with respect to the use ofsuch Programs or for a breach or violation of this Agreement by suchtransferees, if the Guild approves the financial responsibility ofsuch transferee in writing (which consent shall not be unreasonablywithheld), and if the Producer in its agreement with such transfereehas included a provision substantially in the following form:

" " ("Transferee") hereby agrees with ("Producer") that all Programs covered by this agreement are subjectto the Amended 1993-1995 Screen Actors Guild Inc. - ProducerInteractive Media Agreement. Transferee hereby agrees expressly forthe benefit of the Guild and its members affected thereby to make allpayments of fees as provided in said Agreement and all SocialSecurity, withholding, unemployment insurance and disabilityinsurance payments and all appropriate contributions to the SAGPension and Health Plans required under the provisions of saidAgreement with respect to any and all such payments and to complywith the provision of said Agreement with respect to the use of suchProgram and required records and reports. It is expressly understoodand agreed that the rights of Transferee to use such Program shall besubject to and conditioned upon the prompt payment to the Performersinvolved of all compensation as provided in said Agreement, and theGuild, on behalf of the Performers involved, shall be entitled toinjunctive relief in the event such payments are not made."

The Producer agrees to give written notice by mail to the Guild ofeach sale, transfer, assignment or other disposition of any Programwhich is subject to this Agreement within thirty (30) days after theconsummation of each sale, etc., and such notice shall specify thename and address of the purchaser, transferee or assignee.

36. UNION STANDARDS

A. Producer will neither engage in the production of an InteractiveProgram or any part thereof as to which one (1) or more Performersare employed by a person not a signatory to this Agreement or aLetter of Adherence herein (a "non-signatory"), nor acquire anInteractive Program or any part thereof as to which one or morePerformers were employed by a non-signatory unless, in each case, theProducer determines after reasonable investigation that suchPerformers have been and will be either (1) afforded the wages,hours, working conditions and other economic benefits provided in theAgreement; or (2) afforded wages, hours, working conditions and othereconomic benefits having substantially equivalent economic cost tosuch non-signatory. The Producer shall upon written request from theGuild, report to the Guild the name of such non-signatory, the numberof Interactive Programs to be recorded and other pertinent data toenable the Guild to administer this Agreement. Notwithstandinganything in the foregoing to the contrary, this Section 36 shall notapply to Interactive Programs or parts thereof which exist prior tothe execution hereof.

B. If the Producer obtains an agreement substantially in the formbelow from such non-signatory, Producer shall be deemed to haveobserved the provisions of Subsection 36.A.:

"It is hereby agreed by [Name of Non-Signatory Employer]that all Performers as defined in the Amended 1993-1995 SAG -Producer Interactive Media Agreement be afforded either (1) thewages, hours, working conditions and other economic benefits providedin said Agreement; or (2) wages, hours, working conditions and othereconomic benefits having a substantially equivalent economic cost to [Name of Non Signatory Employer]."


C. In addition to any other remedies at law or under this Agreement,the Guild reserves the right to terminate its agreement with anyProducer who fails to observe the provisions of Subsection 36.A,unless such failure is isolated or inadvertent.

37. ARBITRATION

In the event of any controversy or dispute arising with respect tothis Agreement or the interpretation or breach thereof between theGuild and the Producer or a Performer and the Producer, the Guild andthe Producer agree, in good faith, to promptly attempt to settle suchdispute amicably by conciliation. In the event that they are unableto do so, any such controversy or dispute shall be settled inaccordance with the voluntary Labor Arbitration Rules then prevailingof the American Arbitration Association located with the State ofCalifornia by a single Arbitrator chosen in accordance with suchrules and as specified below.

A. Conciliation Procedures:

1. Whenever any dispute arises which is arbitrable under thisAgreement, a representative of the Guild and a representative ofProducer shall meet within ten (10) business days after a writtenrequest is made for conciliation by either party to the other. Thefiling of a formal claim by the Guild or Producer for arbitrationshall be deemed an automatic request for prior conciliation. If theparties are not able to reach agreement by conciliation after suchgood faith attempts, a claim for arbitration may be filed. Claims forarbitration hereunder shall be filed not later than the later of: (I)six (6) months after the occurrence of the facts upon which the claimis based; or (ii) within six (6) months after the employee or theUnion, or the Producer, as the case may be, has had a reasonableopportunity to become aware of the occurrence. Otherwise, such claimsshall be deemed waived.

2. The time period for filing claims shall be tolled whileconciliation discussions are taking place between the Producer andthe Guild, and/or the Producer and a Performer's agent orrepresentative, as the case may be.

B. Arbitration:

1. If the parties fail to settle the dispute by conciliation or ifone party fails or refuses to meet after a request for conciliation,then either the Guild or Producer shall deliver to the other awritten demand for arbitration setting forth the material factsconcerning the dispute. The demand for arbitration shall be servedupon the other party by first class mail addressed to therepresentative of the Guild or the Producer designated to receivesuch service at such party's last known address or by personalservice within the state where the proceeding is to take place. Arequest for arbitration shall be filed with the American ArbitrationAssociation office in a locale within the preference zone in whichthe Producer has its primary place of business.

2. The arbitrator shall be selected within fifteen (15) days of thedate the arbitration demand is served in accordance with theprocedures of the American Arbitration Association in effect at suchtime. The arbitration hearing will be commenced within sixty (60)days of the date that the arbitrator is selected. The arbitrationaward will be issued within thirty (30) days of the date ofsubmission. All time periods herein may be extended in any particularcase upon the written agreement of the parties.

3. All arbitrations hereunder which are not instituted by Producer,shall be brought by and in the name of the Guild, whether sucharbitration is on its own behalf or on behalf of a Performer and, inthe latter case, the Guild may, but shall not be required to,represent the Performer. The Guild may, however, in its discretion,permit a Performer to bring an arbitration in the name of thePerformer. It shall, however, be solely within the discretion of theGuild whether a claim of a Performer shall be brought toarbitration.
4. The cost and expenses of the arbitrator shall be shared equally bythe Guild and the Producer.

5. The award of the arbitrator shall be final and binding upon allparties to the proceeding, and judgment upon such award may beentered by any party in the highest court of the forum, state orfederal, of competent jurisdiction.

6. The Guild shall be an ex officio party for all arbitrationproceedings hereunder in which any Performer is involved, and theGuild may do anything which any Performer named in such proceedingmight do. Copies of all notices, demands and other papers filed byany party in arbitration proceedings, and copies of all motions,actions or proceedings in court following the award shall be promptlyfiled with the Guild. The Guild agrees to aid the enforcement ofawards against its members by appropriate disciplinary action.

7. The Guild agrees that there will be no stoppage of work during anarbitration or prior to the rendition of the award.

8. Disputes involving or relating to injunctive relief are notarbitrable hereunder.

38. SERVICES/RATE NOT SPECIFIED

The only services Performers contracted for are those specified inthis collective bargaining agreement. This paragraph is not intendedto prevent a Performer from contracting for services of a kind notcovered by this Agreement by individual contract at such rates of payand under such conditions as Producer and the Performer shall agree,subject only to the requirement that it shall not be in conflict withthis collective bargaining agreement. Producer shall not require aPerformer to include such services as a part of his or her employmentunder this Agreement but must bargain separately therefor.

If Producer wishes to employ a Performer to perform work for whichthere is no specified compensation within this Agreement, the partiesagree that a Qualified Professional Performer's established rate(which is the rate actually paid within the prior twelve (12) monthsby a third party producer for similar services), shall be deemed afair and reasonable rate of compensation for which no waiver need beobtained from the Guild. If Producer wishes to employ such aPerformer on terms other than his/her established rate, Producershall seek a waiver therefor from the Guild.

39. RIGHT TO TERMINATE; UNFAIR LIST

Nothing in this Agreement shall preclude the right of the Guild toterminate this Agreement (on reasonable notice, taking into accountin particular any productions already underway or about to begin atsuch time) and declare a Producer unfair when such Producer,knowingly and intentionally, materially breaches its obligationsunder the Agreement such as, by way of example and not by way oflimitation, where a Producer fails to pay compensation owing toPerformers employed by Producer where there is no bona fidecontroversy arising out of employment under the Agreement. Thisprovision only has effect when Producer refuses to arbitrate orrefuses to recognize arbitrator's decision.

40. NOTICES TO PERFORMERS

All notices which the Producer desires or is required to send aPerformer shall be sent to not more than two (2) addresses which thePerformer may designate, one of which shall be the address whichPerformer designates for the sending of payments on his or herstandard employment contract.

41. FORCE MAJEURE

If a production for which the Performer is engaged is necessarilyprevented, suspended or postponed during the course thereof, byreason of fire, accident, strike, riot, act of God, or the publicenemy, or by any executive or judicial order or by reason of theillness of any other member of the cast or of the director (herein anevent of "Force Majeure"), the following provisions shall apply:

A. Day Performers: Producer shall have the right to terminate theservices of Day Performers without further liability, except forcompensation for services previously rendered, provided however,that: (I) if such termination occurs before the Performer is used or(ii) if the Performer is subsequently replaced (other than because ofhis/her unavailability), the Performer shall be entitled to one day'ssalary in addition to compensation for services previously rendered.Producer shall have the right to recall the Performer after suchtermination without compensation for intervening time, whenproduction is resumed at the same rate as that previously applicable,subject to the Performer's professional availability.

B. Three-Day and Weekly Performers: Producer has the right to suspendPerformers' services and place Performers on one-half (_) salaryduring the period of Force Majeure, subject to the Producer's rightto terminate the Performers' employment at any time during the eventof Force Majeure. The Weekly Performer shall have the right toterminate employment effective at the end of the third week ofsuspension at one-half (_) salary or, in the case of a Three-DayPerformer, effective at the end of the second week of suspension atone-half (_) salary, or at any time thereafter unless the Producercommences and continues thereafter to pay Performer his/her fullcompensation upon receipt of Performer's notice of termination.

Notwithstanding the foregoing, at any time after the commencement ofan event of Force Majeure and prior to any resumption by thePerformer of his/her services, the Producer may terminate theservices of the Performer without further liability except forcompensation for services previously rendered. Producer shall havethe right at any time during the next three (3) weeks (or, in thecase of a Three-Day Performer, after two (2) weeks), to recall thePerformer without compensation for intervening time at the same rateas that specified in the Performer's contract, subject only to thePerformer's professional availability.

C. Any guaranteed employment hereunder may be extended by the periodof any suspension for Force Majeure hereunder by giving writtennotice to such effect not later than the date of resumption ofproduction following such suspension.

42. ENTIRE AGREEMENT

This Agreement represents the entire understanding between theparties and supersedes all previous agreements, written or oral,which may have been entered into prior to the date of executionhereof. This Agreement shall not be altered except by writtenagreement executed by both parties hereto. This Agreement will begoverned by the laws of the State of California, as applied toagreements made and performed entirely within California.


ARTICLE II

WORKING CONDITIONS

PRINCIPAL PERFORMERS



1. CASTING AND AUDITIONS

A. If Performers are requested to audition prior to an engagement,Producer shall provide the Performers (or his/her representatives)comprehensive information regarding the audition such as a specifictime therefore, the nature of the role(s) available (whether DayPerformer, Three-Day Performer, etc.), the nature of the performancedesired and any unusual working conditions (work involving animals,stunts, hazards, improvisations, or nudity). An ample supply ofsegments of the script ("sides") and/or story boards for theparticular role(s) which are the subject of the audition shall beavailable at the location of the audition at the time of thePerformers' sign-in. Cue cards may be used by Producer instead ofsides or story boards if Producer determines that script Materialmust be kept confidential.

B. If, at either a first or second audition, the Performer isrequired to remain for more than one (1) hour from the time of callor arrival, whichever is later, he/she shall be compensated for alltime on said call in excess of one (1) hour, at straight time, inone-half (_) hour units, at the rate of one-sixteenth (1/16) of theDay Performer rate. For the third and each subsequent audition, thePerformer shall be paid a minimum of one-eighth (1/8) of the DayPerformer rate. For all time in excess of one (1) hour, the Performershall be paid at straight time in one-half (_) hour units, at a rateof one-sixteenth (1/16) of the Day Performer rate per unit. Pensionand Health contributions shall be paid on all compensation payable tothe Performer hereunder for the third and all subsequent auditioncalls. If the Performer is required to memorize lines for an auditionwhich he/she has been given to learn outside the studio, he/she shallbe compensated at one (1) hour of straight time or actual timerequired for such audition, whichever is greater. If there has beenno agreed salary before the auditions, and if the Performer andProducer cannot agree, the salary rate at which he/she shall becompensated for such excess time shall be one-sixteenth (1/16) of theDay Performer rate.

C. Auditions shall be conducted before Producer and authorizedrepresentatives thereof and not in public; mass auditions shall beprohibited. If an audition is recorded, it is agreed that suchaudition Material shall be used only to determine the suitability ofa Performer for a specific project.

D. Adequate seating shall be provided at all auditions.

2. CONSECUTIVE EMPLOYMENT

A. Employment of Three-Day or Weekly Performers shall be forconsecutive days from the beginning of the engagement. Such Three-Dayand Weekly Performers may agree that consecutive employment is notapplicable to a certain engagement provided that such agreement is inwriting and Producer provides the firm work dates in writing no laterthan the first day of work. Additional days of work shall be subjectto the professional availability of such performer. Three-Day andWeekly Performers must be engaged in units, throughout theirengagement, of not less than three days or weeks, respectively.

B. The requirement of paid consecutive employment is not applicableto: Day Performers; Extra Performers (who are subject to the callback provisions of Article III, Section 9); Singers; Dancers; StuntPerformers; and Three-Day or Weekly Performers engaged at a rategreater than $45,000 for the Interactive Program.

C. Any Principal Performer who has been recalled to render services(other than Retakes, Added Scenes, Etc.) and completes such services,and is then later required for additional Principal Photography("spillover") by Producer, shall render such spillover services shallbe rendered to Producer on a first-call basis on the same terms andconditions as the original employment (except for the term), subjectto the Performer's professional availability.

D. The Producer may not agree with any Singer that the Singer willhold himself/herself available for any day after the termination ofan original period of employment (which may be as short as one (1)day) unless the Producer agrees at the same time to employ the Singerfor such day. It is agreed, however, that the Singer may be recalledby the Producer and will report, at any time prior to the completionof production of the Interactive Program for which he/she wasoriginally employed on the same terms and conditions (except for theterm), provided that he/she is not then otherwise professionallyemployed.

E. Notwithstanding any of the above, all Performers shall be paid forintervening days on an overnight location when required to remain atsuch location by Producer.

3. RETAKES, ADDED SCENES, ETC.

Compensation for services in connection with retakes, added scenes,soundtrack (including Looping), process shots, transparencies, trickshots, trailers, changes in foreign versions, shall be paid only forthe days on which the Performer is actually so employed subject tothe individual Performer's availability.

If such services are commenced within three (3) months after theprior termination of employment, compensation therefor shall be atthe daily rate or the prorated three day or weekly rate originallyagreed upon. In the case of conversion from a Day Performer to aThree Day or Weekly Performer, the compensation shall be based on theprorated three day or weekly rate. A Three Day or Weekly Performerrecalled to loop after completion of Principal Photography shall bepaid one half (_) day's pay (one sixth (1/6) or one tenth (1/10) ofthe Performer's three day or weekly base rate, respectively) for afour (4) hour Looping session. If the session exceeds four (4) hours,a full day's pay shall be payable. A Voice Over Performer may berecalled for retakes for one half of the performer's original fourhour day rate for no more than a two hour session. If the sessionexceeds two (2) hours, the performer's full four hour day rate shallbe payable.

An on-camera performer recalled to perform looping services may loophis/her on-camera performance for the payment detailed above.Performance of additional voices requires compensation at rates notless than Article I, Section 15.B.

4. CONVERSION OF DAY PERFORMERS

Producer shall have the right to convert the engagement of a DayPerformer to a Three-Day or Weekly Performer at any time, but suchconversion shall commence not earlier than the date Producer givessuch Performer (or his/her representative) written notice of suchconversion in person or by telegraphing or mailing the same to theaddress furnished the Producer by the Performer. If the notice isdelivered personally to the Performer by noon, or if a telegraphic orfacsimile notice is delivered to the office transmitting suchmessages to the Guild by noon, then the conversion shall be effectivecommencing with that day. If notice is delivered personally to thePerformer or to the telegraph office after noon, or if sent by mail,then in each of the instances as mentioned the conversion shall beeffective on the Performer's next work day.

5. WORK TIME - DEFINITION AND EXCEPTIONS

A. For the purpose of ascertaining and computing hours of work, therest period and Overtime, the period from the time the Performer isrequired to report to work by Producer ("call") and does actuallyreport ready, willing and able to work without interruption, untilthe time such Performer is finally dismissed for the day, shallconstitute work time, except as follows:

1. Allowable meal periods, as provided by Section 13;

2. Casting or audition calls, as provided by Section 1;

3. Story, song and production conferences, as provided by Section14;

4. Study of lines or scripts, as provided by Section 15;

5. Publicity interviews and stills, as provided by Section 16;

6. Fittings, Wardrobe Tests and Makeup Tests, as provided by Sections10 and 11; or

7. Travel time, to the extent provided by Section 30.
B. After the starting date of employment, none of the eventsreferenced in Subsection 5.A., above, shall break the consecutiveemployment of such Performer.

C. Any period during which the Performer fails, refuses, or is unablebecause of disability to render services, and any period during whichthe Performer at his/her own request is excused from renderingservices, shall not be work time for any purpose.

6. OVERTIME

A. For the purpose of computing Overtime, a Performer's day iscomputed from the time of first call to dismissal, excluding mealperiods.

1. Overtime payments for all on-camera Performers shall begin withthe ninth hour of any given day; the ninth and tenth hours shall bepaid at time and one-half; the eleventh hour and beyond shall be paidat double-time. If the Performer is working at midnight of any day,then his/her hours of work for such day shall be computed until thePerformer has been dismissed subsequent to midnight.

2. Overtime, payments for Voice-Over Performers are calculated asfollows:

The Overtime rates are based on the Voice-Over Performer's daily wagedivided by eight (8). All Voice-Over Performers are entitled todouble time in hourly units for work in the eleventh hour andthereafter.

A Performer engaged to perform three (3) or less voices shall beentitled to Overtime after four (4) hours on each day of work. Thefifth through the tenth hours shall be paid at time and one half.

A Performer engaged to perform four (4) voices shall be entitled toOvertime after five (5) hours on each day of work. The sixth throughthe tenth hours shall be paid at time and one half.

A Performer engaged to perform five (5) voices shall be entitled toOvertime after six (6) hours on each day of work. The seventh throughthe tenth hours shall be paid at time and one half.

A Performer engaged to perform six (6) or more voices shall beentitled to Overtime after eight (8) hours on each day of work. Theninth and tenth hours shall be paid at time and one half.

B. Rate Maximums:

1. Day Performers compensated more than $1,149.00 per day are payable for work beyond eight (8) hours based on the rate of $1,149.00.

2. Three-Day Performers compensated more than $2,531.00 are payable for work beyond eight (8) hours based on the rate of $2,531.00.

3. Weekly Performers compensated more than $4,285.00 per week are payable for work beyond eight (8) hours based on the rate of $4,285.00.

C. Payment of Overtime shall not be deemed to reduce a Performer'sguaranteed employment or compensation. Except as otherwise hereinprovided in Sections 10 and 11, makeup, hair dress, wardrobe, orfittings shall be considered work time for all purposes includingOvertime.

7. ENGAGEMENT; NON-USE OF SERVICES AFTER ENGAGEMENT

A. A Performer shall be considered definitely engaged by a Producerin any of the following events:

1. When the Performer is given written notice of acceptance by theProducer;

2. When a form contract signed by the Producer is delivered to aPerformer;

3. When a form contract unsigned by the Producer is delivered to aPerformer and is executed by a Performer and returned to Producerwithin forty-eight (48) hours;

4. When the Performer is fitted; however, this shall not apply towardrobe tests;

5. When the Performer is given an oral call which the Performeraccepts; or

6. When a Day Performer is given oral notice by the Producer andagrees to report on the commencement date for which the call isgiven; however, until noon of the day preceding such commencementdate, either the Producer or the Performer may cancel suchemployment. If the Producer is unable to reach the Performerpersonally, either by telephone or otherwise, notice of suchcancellation may be given to the Performer by telegraph or fax, inwhich event the time when such telegram is given by the Producer tothe telegraph company, addressed to the Performer at his/her addressor sent via facsimile at the appropriate fax number last known to theProducer, shall be the time of such cancellation.

B. Neither auditions nor interviews shall constitute anengagement.

C. When a Performer is engaged and not used for any reasons otherhis/her default, illness or other incapacity, he/she shall beentitled to a day's pay or his/her guarantee, whichever is greater.If the Performer who is selected is unavailable when called to renderactual services, he/she shall not be entitled to a day's pay.

D. A Performer who is replaced in a production after commencement ofhis/her services pursuant to his/her engagement and before thecompletion of the engagement, for reasons other than his/her default,illness, or other incapacity, shall receive his/her guarantee, or aday's pay in addition to payment for services rendered to that time,whichever is greater.

E. A Performer shall be notified by Producer at the time ofengagement whether the engagement requires overnight location workand, if so, the approximate time and duration of such location workto the extent such information is then known.

8. PROMPTING DEVICES; DESCRIPTION OF ROLE; SCRIPTS

A. A full and forthright description of the role to be played must begiven at the time of audition or interview or, if none, at the timeof booking. Such description should include length of Performer'srole, use of unusual terminology, whether memorization is required,and whether cue cards or other prompting devices will be used.

B. When an on-camera Performer is required to deliver unusualterminology, Producer will make every effort to have a promptingdevice or cue cards. If the script is not made available to theon-camera Performer at least twenty-four (24) hours prior to theshooting date, Producer must have cue cards or a promptingdevice.

C. If the Performer's services will include development of a scriptthrough so called "ad-lib" work or substantial embellishment of anexisting script through such work, Producer must so inform Performeror Performer's representative at the time of audition orinterview.

9. ADVANCE INFORMATION

Producer shall inform a Performer (or his/her representative) at thetime of audition or interview for a job, or at the time of hiring (ifthere is no audition or interview), whether the employment is to beas a Principal Performer, Extra Performer, or otherwise.

10. FITTINGS, WARDROBE TESTS, AND MAKEUP TESTS

A. Fittings: Time spent by a Performer in fittings shall be paid asfollows:

1. Fittings on the same day that the Performer works:

a. Time spent in such fittings shall be work time and part of thePerformer's continuous day.

b. If four (4) hours or more intervene between the end of the fittingcall and the beginning of the work call and the Performer isdismissed in the interim, the fitting shall be paid for as though itwere on a prior day on which the Performer did not work.

2. Fittings on a day prior to work:

a. Day Performer: Where a Day Performer is fitted on a day prior tothe day on which he/she works, he/she shall be entitled to one (1)hour pay for each call. Additional time shall be paid for in fifteen(15) minute units. Day Performers receiving more than two (2) timesScale shall not be entitled to any compensation for suchfittings.

b. Three-Day Performers: Producer shall be entitled to two (2) hoursfree fitting time. Additional fitting time shall be payable at thecompensation rate specified in the Performer's contract, in fifteen(15) minute units, with a one (1) hour minimum call.

c. Weekly Performers: Producer shall be entitled to four (4) hoursfree fitting time on no more than two (2) days for each week thePerformer works on the Program. Additional fitting time shall bepayable at the compensation rate specified in the Performer'scontract, in fifteen (15) minute units, with one (1) hour minimumcall period.

3. A call to determine whether a Performer's own wardrobe isappropriate shall be deemed a "fitting" covered by the provisions ofthis Section 10.

B. Wardrobe and Makeup Tests

1. If a Performer is given a makeup or wardrobe test and not used inthe Program for which he/she was tested, he/she shall receive onehalf (_) day's pay at Scale for each day on which he/she is givensuch tests.

2. If a Performer is given a makeup or wardrobe test and is used inthe Program for which he/she was tested, he/she shall be paid asfollows:

a. Tests on the same day that the Performer works: Time spent in suchtests shall be work time and part of the Performer's continuousday.

b. Test on a day prior to work: Where a Day Performer is given amakeup or wardrobe test on a day prior to the day on which he/sheworks, he/she shall be entitled to (1) hour minimum pay for eachcall. Additional time shall be paid for in fifteen (15) minute units.A Day Performer receiving more than two (2) times Scale per day shallnot be entitled to any compensation for such tests.
3. Producer shall be entitled to one (1) day's free fitting time fora test of each Three-Day or Weekly Performer on the Program. ThePerformer shall be entitled to a half (_) day's pay, pro-rata foreach additional day tested in excess of such free time.

11. MAKEUP, HAIR DRESS, WARDROBE ALLOWANCE

A. Exception to Work Time: Producer may require a Performer to reportready for work made-up with hair dress and/or in wardrobe withoutassistance from the Producer. In such cases, any time spent by thePerformer therein prior to the Performer's first call shall not bework time for any purpose, but the Producer may not have a Performerdo any such preparation at any place designated by the Producer. Themere fact that a dressing room is available to Performers on the worksite, to which he/she is not directed to report, is not thedesignation of a place for preparation by Producer. In the case ofwardrobe, if the Performer is allowed to take home wardrobe or isfurnished a dressing room with the wardrobe available in the dressingroom, the time spent by such Performer in wardrobe shall not beconsidered work time.

B. Except as specifically designated in the foregoing Subsection11.A., any call by Producer for makeup, hair dress, or wardrobe is acall to work. Any Performer to whom Producer supplies the services ofa makeup artist for makeup, or hairdresser for hairdressing, shall beconsidered to have a call for makeup or hair dress. When thePerformer has reported pursuant to a call for makeup, hair dress, orwardrobe, the time so spent shall be work time.

C. When makeup or hair dress other than ordinary street makeup orhair dress is required by Producer, a professional hairdresser andmakeup artist shall be provided for the purpose of applying andmaintaining such makeup and hair dress. If a Producer requires aPerformer to furnish any special hair dress necessitating anexpenditure, Producer shall provide an advance covering theexpenditure at facilities designated by Producer.

D. Adequate facilities shall be provided for removing makeup and hairdress which may be the same facilities used for applying makeup andhair dress. Time spent in removal of complicated or Extra Performerordinary makeup or hair dress shall be work time, but not removal ofordinary makeup and hair dress.

E. On-camera Performers who supply specified personal wardrobe wornduring rehearsals or production shall receive a maintenance fee foreach complete wardrobe change at the following rates:

1. Non-evening wear: $15.00 per costume change.

2. Evening wear: $25.00 per costume change for each two (2) days orpart thereof.

F. "Wardrobe Change": A single wardrobe change shall consist of atleast one (1) additional clothing item worn above the waist (such asa blouse or shirt) and at least one (1) additional clothing item wornbelow the waist (such as slacks or skirt) unless only one (1) sucharea is visible to the camera. If so, one (1) additional item in thevisible area shall be considered a wardrobe change. Items such asdresses, gown, overcoats, etc. shall be considered a change bythemselves unless always worn as part of a single outfit. Further,each item of clothing shall be counted only once in determining thetotal number of changes even though the item may be used in more thanone (1) outfit. No additional fees shall be charged for mixing andmatching wardrobe items. For example, if outfit #1 is a blue blazerand tan slacks and outfit #2 is a gray suit, use of the blazer andsuit pants to create a third outfit shall not require an additionalfee. Accessories such as scarves, ties, and jewelry shall not becounted as items of clothing for this purpose.

G. Wardrobe supplied by the on-camera Performer which is damaged orlost in the course of employment shall be repaired or replaced at theexpense of Producer provided that notice of such damage or loss isgiven Producer within a reasonable time after such damage.

H. Stunt doubles shall be provided with duplicated, properly fittingwardrobe which shall be appropriately cleaned after prior use byanother Performer.


12. REST PERIOD; LIQUIDATED DAMAGES FOR VIOLATION

A. A Performer shall be entitled to a rest period of twelve (12)consecutive hours from the time he/she is finally dismissed for theday until his/her first call thereafter, whether for makeup,wardrobe, hair dress or any other purpose.

B. The above provisions regarding the rest period shall be subject tothe following exceptions:

1. Where the Producer is shooting on a nearby location, only ifexterior photography is required on the day before and on the dayafter such reduced rest period, the twelve (12) hour rest period maybe reduced to ten (10) hours, but such reduction may not again beallowed unless three (3) days without such reduction intervenes. Thereduction to ten (10) hours in the circumstances described appliesonly if both of the days between which the rest period intervenes arespent at a nearby location.

2. Where a Performer arrives at his/her place of lodging on anovernight location after 9:00 p.m. and does not work that night, therest period with respect to the first call following such arrival maybe ten (10) hours instead of twelve (12) hours, but the first callmust be at the place of lodging.

3. The Performer shall be entitled to a rest period of fifty-eight(58) consecutive hours (thirty-six (36) consecutive hours if onovernight location) once each week.

C. The Performer may waive the rest period without the Guild'sconsent, but if he/she does so, he/she shall be entitled toLiquidated Damages of a day's pay or nine hundred fifty dollars($950.00), whichever is the lesser sum. The Performer may be requiredto waive the rest period if the violation is not over one and onehalf (1-1/2) hours. The above Liquidated Damages of a day's pay ornine hundred fifty dollars ($950.00), whichever is the lesser sum,shall be automatically incurred in any case in which the Performerwaives the rest period. The Liquidated Damages may not be waivedwithout the consent of the Guild.



13. MEAL PERIODS; ALLOWANCES; LIQUIDATED DAMAGES

A. Allowable meal periods shall not be counted as work time for anypurpose. The Performer's first meal period shall commence within six(6) hours following the time of his/her first call for the day.Succeeding meal periods of the same Performer shall commence withinsix (6) hours after the end of the preceding meal period. A mealperiod shall not be less than one-half (_) hour nor more than one (1)hour in length. If, upon the expiration of such six (6) hour period,the camera is in the actual course of photography, it shall not be aviolation to complete such photography. If, on location or whiletraveling to or from location, the delay is not due to any fault ornegligence of the Producer, its agents, or persons contracted by itto render the catering service, or if delay is caused by commoncarriers such as railroads, there shall be no damages due forviolation of the above provisions. If the caterer is chosen carefullyand is delayed in reaching the location beyond the required time forcommencing a meal period, there shall be no damages due for theviolation; but if such delay shall continue beyond one-half (_) hour,work shall cease and the time intervening between such cessation ofwork and the meal period shall be work time.

If by reason of a long makeup, wardrobe or hair dress period of aPerformer, application of the above stated rule would require callinga meal period for such Performer at a time earlier than that requiredfor the rest of the set, Producer shall not be required to call suchmeal period if food, such as coffee and sandwiches, is made availableto such Performer before the time for his/her established call, itbeing understood that no deduction shall be made from work time forsuch period. It is further understood however, that such Performershall be given a meal period within six (6) hours from the time suchfood is made available to the Performer.

B. The Liquidated Damages for meal period violations shall be:

$25 to each Performer for the first one-half hour of violation orfraction thereof;
$35 to each Performer for the 2nd one-half hour or fractionthereof;
$50 to each Performer for the 3rd and each additional one-half houror fraction thereof.

C. Meals must be provided on all locations. All Performers shall beentitled to a basic $48.40 per diem meal allowance on overnightlocations. The Producer shall have the right to deduct from the perdiem meal allowance the following amounts for each meal furnished, asfollows: breakfast: $9.30; lunch: $14.00; dinner: $25.10.

D. Whenever Producer supplies meals or other food or beverages to thecast or crew, or provides money in lieu thereof, the same shall befurnished to all Performers. Regarding beverages, this provisions isapplicable only in those situations where the Producer suppliesbeverages to the cast and crew and is not applicable where isolatedgroups may supply their own beverages (e.g., prop truck with coolerfor beverages). When meals are served to Performers, tables and seatsshall be made available for them. No time shall be deducted from worktime for any meal supplied by the Producer until the Performers aregiven the opportunity to get in line for the actual feeding ofPerformers.

"Meal" means an adequate, well-balanced serving of a variety ofwholesome, nutritious foods. The furnishing of snacks, such as hotdogs or hamburgers, to Performers by Producer shall not constitute ameal period. Meals supplied by the Producer shall not be deductedfrom the Performer's wages but may be deducted from the per diemallowances specified herein.

14. STORY, SONG, AND PRODUCTION CONFERENCES

Story, song, and production conferences on any day on which thePerformer is not otherwise working shall not be counted as work timefor any purpose. This provision shall not be construed to interruptthe consecutive employment of a Performer.

15. STUDY OF LINES OR SCRIPTS

Study of lines or scripts shall not be counted as work time for anypurpose except during the period between reporting and dismissal.

16. PUBLICITY INTERVIEWS AND STILLS

A. Publicity Interviews: Time spent by the Performer in publicityinterviews whether on a day the Performer works or otherwise, shallnot be counted as work time for any purpose, but the Performer shallbe under no obligation to report for such interviews on days otherthan work days.

B. Publicity Stills: If the Producer desires the services of thePerformer on a day when the Performer is not otherwise engagedhereunder to make publicity stills, and if the Performer agrees torender such services, Performer shall receive fifty percent (50%) ofthe Day Performer rate for up to four (4) hours of services. Any timein excess of four (4) hours for any day spent solely in takingpublicity stills shall require payment of the Day Performer minimum.Use of such stills is strictly limited to publicity of theInteractive Program itself and not for general client brochures,magazine ads, etc., which are unrelated to the Interactive Programproduced in which the Performer appears.




17. REHEARSAL TIME

A. The reading of lines, acting, singing or dancing in preparationfor the Performer's performance, in the presence and under thesupervision of a representative of Producer, constitutes "rehearsal"time. Rehearsals shall be counted as work time.

B. Auditions, tests, makeup, and wardrobe tests do not constituterehearsals.

C. The Guild agrees to grant waivers freely for the training of aPerformer in a particular skill such as horseback riding, fencing,etc.. Compensation, if any, shall be agreed to between the Performerand the Producer, subject to the approval of the Guild in the eventof a dispute.

D. Neither tests, auditions, fittings, publicity stills,pre-production stills, pre-recording of Material prior to PrincipalPhotography, nor training specified in Subsection C, above, afterengagement but before the starting date of the Performer'semployment, shall start the employment period of such Performer.Compensation, if any, for such services shall be as otherwiseprovided herein.

18. START DATES

A. The phrase "on or about" as used in a Weekly or Three-DayPerformer's contract, shall allow a latitude of twenty-four (24)hours (exclusive of Saturdays, Sundays, and holidays) either prior toor after the date specified in the contract for the commencement of aPerformer's services.

B. The "on or about clause" may be used for Three-Day or WeeklyPerformers but only if a contract is delivered to the Performer atleast seven (7) days before the starting date of services. If acontract is delivered to a Performer less than seven (7) days beforethe specified starting date, a definite starting date must bespecified and the "on or about" clause shall not be used.

C. If a Performer is engaged and a firm start date has not yet beenprovided to the Performer by the Producer, Performer may terminatesuch engagement to accept bona fide employment as a professionalactor from a third party which conflicts with the date of services ofProducer's contract, subject however, to the Performer first givingProducer the following minimum periods during which Producer mayspecify a start date which then becomes binding: (I) if the Performerinforms Producer before noon of a business day, and Producer informsPerformer of a start date by the end of the same day; or (ii) ifPerformer informs Producer at any other time, if Producer informsPerformer of a start date by noon of the next business day.

19. DELIVERY OF CONTRACTS; COMPLETION OF FORMS

A. Producer shall give Performer a copy of a contract for serviceshereunder not later than the first day of Performer's employment. Thepresent rule that a Performer may not be required to sign contacts onthe set shall continue. Delivery to a Performer's agent constitutesdelivery to the Performer.

B. Where Producer chooses to deliver a copy of a contract directly tothe Performer on the set, an Extra Performer copy for retention bythe Performer shall be provided.

C. Any and all forms required by any governmental authority tocomplete employment and payment (such as I-9 forms to confirmeligibility to work in the United States and W-4 forms required bythe Internal Revenue Service) shall be presented to Performer nolater than the first day of employment. Such forms shall be availableon every set and it shall be the Performer's responsibility to returncompleted forms to Producer in a timely manner. A Producer shall notbe required to make retroactive adjustments to withholdings when aPerformer fails to return such forms in a timely fashion.

20. SATURDAY AND SUNDAY WORK; NIGHT WORK; HOLIDAYS

A. All on-camera Performers shall receive double time for the sixthand seventh day of work in a work week (except with respect toovernight locations, as specified in Subsection D., below).Voice-Over Performers shall receive double time for Saturday andSunday work, regardless of the length of the work week.

B. Any Performer required to work at night in New York City and notdismissed by 9:30 p.m. will be provided transportation by Producer toGrand Central Station, Penn Station, or the Port Authority BusTerminal, unless the place of dismissal is within a zone bordered by34th Street on the south, 59th Street on the north, and Third andEighth Avenues on the east and west, respectively.

C. Performers shall receive Overtime for work on any of the followingholidays: New Year's Day; Dr. Martin Luther King, Jr.'s Birthday;Washington's Birthday (President's Day); Memorial Day; July 4th;Labor Day; Thanksgiving Day; or Christmas. A Performer shall be paidfor a holiday which is not worked only if a Performer is required tospend any such holiday on an overnight location. The amount ofOvertime paid on such holidays shall be the same rate as for thefirst eight (8) hours of work times two (2) (double-time of regularworkday pay). There shall be no compounding of the premium payprovided herein.

D. A work week rendered on "overnight location", as defined herein,shall be deemed to be a workweek consisting of six (6) overnightlocation days or six (6) days of any combination of studio andovernight location days, which combination includes a sixth dayovernight location day. An "overnight location" day shall be deemedto mean any day on which a Performer is being paid by Producer whichis spent or worked by Performer on an overnight location on the dayof departure or return to and/or from such location (provided thePerformer does not actually work otherwise for Producer at itsstudio).

On an overnight location, the on-camera Performer rate is based on a six (6) day, forty-four (44) hour workweek at not less than $2064.00, instead of a five (5) day, forty (40) hour week at not less than $1,876.00. Daily Overtime is paid after eight (8) hours at rates not less than the following:

From 1/1/00 until 12/31/00
9th & 10th hour $1,876.00 / 40 x 1.5 = $70.35 / hour
11th hour on $1,876.00 / 40 x 2 = $93.80 / hour

Total work time over the forty-four (44) hour workweek is to be paid at not less than $70.53/hour ($1,876.00/40 x 1.5).

E. The salary ceilings specified in Subsection 6.B. of this ArticleII, above shall be applicable to the provisions of this Section20.

21. WEATHER PERMITTING CALLS/DAY PERFORMERS ONLY

Weather permitting calls are allowable for Day Performers subject tothe following limitations and conditions.

A. Weather permitting calls shall not be issued for stages instudios.

B. A Day Performer receiving two (2) times Scale per day or lessshall be paid a half-day's compensation upon the cancellation of anyweather permitting call. This sum shall entitle the Producer to holdthe Day Performer for a time period not exceeding four (4) hours. TheDay Performer shall receive a half-day's compensation for eachadditional four (4) hours, or portion thereof, during which he/she isheld by the Producer. During this waiting period the Producer has theprivilege of putting Day Performers into costumes, rehearsing, ormaking other use of their services. If, however, any recording orphotography is done by Producer, whether still pictures or otherwise,the Day Performer shall be paid the agreed daily wage.

C. A Day Performer may only be issued a weather-permitting call onceper production.

D. At the time of acceptance by a Day Performer of a weatherpermitting call, the Day Performer shall advise Producer of anypossible conflict for immediate subsequent days.

22. SCRIPT LINES; UPGRADE OF EXTRA PERFORMERS (NON-SCRIPTED LINESONLY)

A. The Producer agrees that all scripted parts shall be played byPerformers hired directly as such, and not by Extra Performersadjusted on the set, except where a Performer has been hired to playthe part and for any reason is unavailable or unable to portray thepart properly. Except as provided in the foregoing sentence, no ExtraPerformer hired as such may be employed for script lines on location;and no Extra Performer hired as such may be employed for script linesfor work at the studio on the same day as the day on which he/she washired as an Extra Performer. "Non-scripted" lines are defined aslines which are not pre-planned or preconceived and which are notdeliberately omitted for the purpose of evading these provisions.

B. An Extra Performer hired as such may speak non-scripted lines. Insuch cases the Extra Performer shall be signed off as an ExtraPerformer and employed as a Day Performer and shall receive paymentas a Day Performer from the beginning of such day. The Performer soadjusted may be signed off as a Day Performer and be re-employed inthe same Program to perform Extra Performer work but not in the samepart for which he/she was adjusted. If such person is again adjustedto perform Day Performer services in the different role in the sameInteractive Program, he/she shall not be entitled to consecutive daysof employment between the time when he/she is first signed off as aDay Performer and the time when he/she is again adjusted. If an ExtraPerformer has been adjusted to perform Day Performer work, theProducer may retake the scene with a different Day Performer, withoutany penalty for failure to recall such Extra Performer. An ExtraPerformer adjusted for non-script lines shall not be entitled to theDay Performer pay for any day or days before he/she was adjusted.

The day's compensation due a Performer hired as an Extra Performer,whether by the day or by the week, and adjusted for Day Performerwork, including services as an Extra Performer and as a DayPerformer, shall be computed as if the Extra Performer were employedfrom the beginning of the day as a Day Performer.

23. STUNT ADJUSTMENT

Unless otherwise bargained for at the time of the engagement, aPerformer not engaged as a stunt Performer shall receive anadjustment of not less than one (1) additional day's pay at DayPerformer Scale for any day on which such Performer performs a stunt.In no event shall the Performer ever receive less than Day Performerminimum for any day on which such Performer performs a stunt whichwas not bargained for at the time of original engagement. Overtimecompensation on such day shall be based on the Performer's aggregatecompensation for such day.

24. PRE-RECORDINGS; PRE-PRODUCTION STILLS

A. Pre-recordings, including rehearsals therefore, after confirmationof engagement but before the starting date of such engagement, shallnot start the consecutive days of employment of a Performer. SuchPerformer shall be paid for the day or days on which he/she rendersservices in connection with pre-recordings at not less than DayPerformer minimum, pro-rated for hours actually worked.

B. Pre-production stills, including rehearsals and preparationstherefore, after confirmation of engagement but before the startingdate of such engagement, shall not start the consecutive days ofemployment of Performer. Such Performer shall be paid for day or dayson which he/she renders services in connection with pre-productionstills at not less than Day Performer minimum, pro-rated for hoursactually worked.
25. TOURS AND PERSONAL APPEARANCES

Tours and personal appearances made in connection with employmenthereunder shall be in accordance with the following:

A. Nearby locations: A Performer shall be paid one-half day's paypro-rata for up to four (4) hours' time. If over four (4) hours ofthe Performer's time is required, the Performer shall be paid apro-rated day's pay.

B. Overnight locations: A Performer shall be paid a pro-rated day'spay.

C. When the Performer is required to travel for tours and personalappearances, he/she shall be provided transportation and reasonableexpenses.

D. Producer shall cooperate to see that the Performers receiveadequate meal periods and rest periods when on tours and personalappearances.

26. DRESSING ROOMS; MISCELLANEOUS AMENITIES

A. Producer shall provide clean and accessible dressing rooms andtoilet facilities in studios and on locations. Such dressing roomsshall be provided with adequate locks or Producer shall providefacilities for checking normal personal belongings.

B. Chairs shall be available for all Performers in the dressingrooms, on the stage and on location.

C. Dressing rooms shall be clean and in good repair and Producershall designate a person responsible to implement the foregoing.Adequate space and reasonable privacy shall be provided for wardrobechanges for each Performer. Heaters or fans shall be provided asneeded in all dressing rooms. In the event compliance with theforegoing is not feasible because of space, physical or legallimitations or location practicalities, the matter shall be discussedwith the Guild. Waivers shall be not unreasonably withheld under suchcircumstances.

27. FLIGHT INSURANCE

When a Performer is requested by Producer to travel by airplane,Producer shall reimburse the Performer up to an additional fee of tendollars ($10.00) for flight insurance, if purchased by Performer.When a Producer requests a Performer to fly by non-commercial ornon-scheduled carrier, Producer shall obtain a short-term insurancepolicy for the Performer providing insurance equal to the amountavailable for ten dollars ($10.00) on a commercial carrier.Notwithstanding anything to the contrary, the maximum insurancerequired under this Section 27 shall be the maximum amount reasonablyavailable in the ordinary course of business from an insurancecompany.

28. EXPENSES

When a Performer is specifically required by the Producer to spendmoney in connection with services under this Agreement, Producershall provide an advance for such expenditures. Upon completion ofall work and prior to any additional reimbursements, Performer shallsubmit to Producer an itemized report of expenses incurred atProducer's direction in connection with travel to and from locations,such as cab fares or mileage to and from air terminals and parking.All pertinent receipts and bills shall be attached to the report assubstantiation of such expenditures.

Producer shall reimburse Performer for such expenses within two (2)weeks from the date that the Performer presents such substantiationof such expenditures. Producer shall not be obligated to reimburse aPerformer for sums beyond the minimum per diem and/or allowances fortravel specified in the Agreement without written verification(receipts) in a form accepted pursuant to standard accountingpractices.

29. PROTECTION OF PERFORMERS; SPECIAL CONDITIONS

A. General: Producer shall make all attempts to secure the safety ofall Performers engaged hereunder while said Performers are workingunder the direction and control of Producer, and shall use good faithattempts to comply with any reasonable standards established withinthe entertainment industry in connection therewith. Producer shallobtain copies of all safety guidelines issued by the EntertainmentLabor/Management Safety Committee. Producer shall comply with allFederal, State and local laws with respect to the use of hazardoussubstances, and all appropriate local fire and safety codes forinterviewing, casting, fittings or recording of all Materials wherethe services of Performers are used.

B. Medical Aid: When hazardous work or stunt work is contemplated,Producer shall have available medical and/or first aid assistance atthe studio and on location. First-aid kits shall always be availableon studio sets and locations.

C. Safety Measures: The following precautions shall be taken byProducer ensure the safety of the Performer:

1. STUNTS

a. General: A Performer's consent shall be required prior toperforming stunts or stunt-related activity, and shall be limited tothe stunt or stunt-related activity for which the consent was given.Where scripted or unscripted stunts or other hazardous activity arerequired of Performers, an individual qualified by training and/orexperience in the planning, setting up and performing the type ofstunt involved shall be engaged and present on the set. No Performershall be requested to perform a stunt without the opportunity forprior consultation with such individual. The foregoing provisionshall not apply to a Stunt Performer who is qualified to plan andperform the stunt in question, when both the planning and performanceof the stunt do not involve other Performers.

b. Explosives: No Performer shall be rigged with any type ofexplosive charge of any nature whatsoever without the use of aqualified special effects person who is a professional and is dulylicensed under any applicable State and Federal laws to handlehazardous Materials, if any.

c. Driving: When an on-camera Principal Performer is doubled becausethe level of driving skill requires a professional driver, the driverdouble shall qualify as a stunt Performer. This would also apply todoubling passengers for the safety of the on-camera PrincipalPerformer. Dust or smoke where a windshield is obscured shall beconsider a hazardous driving condition. Driving close to explosivesand/or pyrotechnics shall be considered stunt driving.

2. ANIMALS

No Performer shall be requested to work with an animal which areasonable person would regard as dangerous under the circumstancesunless an animal handler or trainer qualified by training and/orexperience is present.

3. SMOKE/DUST

All Performers shall be notified prior to the date of hiring if workin artificially or mechanically created smoke is involved. APerformer may refuse to perform in smoke and will be paid one (1)day's compensation or the Day Performer rate, whichever is greater,if a Performer is not so notified. Producer shall comply with allFederal and State laws and regulations applicable to the use ofsubstances utilized in the creation of smoke. Performers shall begiven a fifteen (15) minute break away from the area of smoke or dustduring each hour in which he/she is required to work in smoke ordust.

4. SWIMMING

Swimmers shall not be required to go into the water within thirty(30) minutes following a regular meal period.

5. PHYSICAL ELEMENTS

It shall be the responsibility of the Producer to provide Performersthe opportunity to utilize physical protection from sunburn,frostbite, and extremes of temperature during work hours usual andcustomary in the industry.

6. PROPS
Producer shall exercise care, including prior testing of equipment(breakaway props, etc.) during rehearsals to avoid injury to thePerformer.

7. DANCERS

a. Standard Floors: Floors for Choreographed Dancers must beresilient, flexible and level in accordance with industry standards.Industry standards generally provide for 1" of airspace beneath woodflooring or 3" or 4" of padding under battleship linoleum laid over aconcrete or wood-on-concrete floor. Floor surfaces must be clean andfree of splinters, wax, nails, etc. Floors should be swept and moppedat least daily with a germ-killing solution. If Producer requiresdancing on surfaces which do not meet the foregoing generalstandards, such work shall be deemed to be "hazardous work" and shallbe subject to all the hazardous work provisions of the Agreement.

b. Hazardous Work: If Producer requires dancing in inclement weather,out-of-season clothing, or costuming which by virtue of its fit ornature may subject the dancer to physical injury or health hazard, orif Producer requires "wire flying", it shall be deemed to behazardous work and shall be subject to the "dancer's premium payment"additional pay of sixty-five dollars ($65.00) per day.

c. Warm-up Spaces: Adequate space must be provided to permit alldancers to warm-up (perform limbering exercises) thirty (30) minutesprior to dancing.

d. Breaks: Dancers will have at least ten (10) minutes rest duringeach hour of actual rehearsal or shooting unless rehearsal orshooting is of a continuous nature. If so, at the choreographer'sdiscretion, dancers may continue until a total of ninety (90) minuteshas elapsed after which time a twenty (20) minute break must becalled.

e. Temperature: Stage or rehearsal area temperature for ChoreographedDancers must not fall below seventy five (75) degrees Fahrenheit. Airventilation (circulation) shall be provided at all times but airconditioning is not acceptable unless strictly regulated to preventdrafts.

f. Meal Periods: Dancers cannot be required to dance or skate withinthirty (30) minutes following a regular meal period. If Producer doesnot provide meal service and dancers must leave the premises orlocation to eat, an additional fifteen (15) minutes must be allowedboth before and after meal break to permit the dancer to changeclothes. Such fifteen (15) minute period may be included in thethirty (30) minute waiting period following a meal.

g. Emergency Treatment: Producer will use best efforts to have adoctor qualified to treat dancers on call in case of an emergency andwill notify the deputy elected by the dancers of the doctor's nameand phone number.

h. Footwear: Footwear provided by the Producer shall be appropriateto the work and shall be clean, properly fitted, braced andrubberized. Any dancer who is directed to and reports with his or herown footwear shall be paid an allowance of ten dollars ($10.00) perday for each pair of shoes utilized in the performance.

8. SINGERS

Singers shall be given a five (5) minute rest period in each hour ofrecording.

9. NUDITY

The Producer's representative will notify the Performer (or his/herrepresentative) of any nudity or sex acts expected in the role priorto the first interview or audition (if known at the time). During anyproduction involving nudity or sex scenes, the set shall be closed toall persons having no business in connection with the production. Nostill photography of nudity or sex acts will be authorized by theProducer to be made without the consent of the Performer. Theappearance of a Performer in a nude or sex scene or doubling of aPerformer in such a scene shall be conditioned upon his or her priorwritten consent. If a Performer has agreed to appear in such scenesand then withdraws his/her consent, Producer shall have the right todouble, but consent may not be withdrawn as to the film alreadyphotographed.

30. TRAVEL

A. Definitions

1. "Studio zone(s)" are:

a. Los Angeles: Thirty (30) mile radius from theintersection of Beverly Boulevard and La Cienega Boulevard.

b. New York City: Eight (8) mile radius from ColumbusCircle. However, if a Performer is asked to report to a pick up spot,such spot must be within the area between 23rd Street and 59thStreet, bounded by the East River and the Hudson River.

c. San Francisco: Fifty (50) mile radius mile from theintersection of Powell and Market Streets.

d. Phoenix and Tucson: Twenty-five (25) miles from thecenter of the city.

e. In all other areas where the Guild has established local offices,the studio zone shall be that zone defined by the contract betweenthe local offices and the Producer therein located. If such zone isnot defined, the studio zone shall be subject to negotiation and,upon failure to reach agreement, arbitration.
f. The Guild shall promptly notify all local offices and appropriateProducer organizations of any locally agreed-upon studio zones.

2. A "nearby location" is a location beyond the studio zone to whichthe Performer travels and returns in the same day,

3. An "overnight location" is a location beyond the studio zone towhich the Performer travels but is required to stay overnight.

4. "Travel time" is time spent traveling between the place at which aPerformer is required to report for services and the actual locationat which such services will be rendered and, if applicable, the timebetween an overnight location and overnight location housing. Traveltime, as defined herein, is work time.

a. When Producer provides transportation:

(i) all time between call time at the pick-up point and arrival atthe shooting site shall be travel time;
(ii) all time between the commencement of return travel and arrivalat the original pick-up point shall be travel time; and
(iii) any time spent waiting for commencement of travel at the end ofthe work day is travel time.

b. When the Performer provides transportation:

(i) all time spent in actual travel shall be travel time;
(ii) any time intervening between the Performer's arrival and thetime of his/her call is not travel time; and
(iii) at the end of the work day, return travel time begins when thePerformer is dismissed.

B. A Performer may be asked to report to any site or to Producer'sstudio within a studio zone without the Producer providingtransportation or reimbursement for travel time thereto. When aPerformer is asked to report to a site other than within the studiozone, work time shall begin as though the Performer has reported tothe Producer's studio or offices within the studio zone and end asthough the Performer had returned to the same, and the driver onlyshall be paid thirty cents ($.30) per mile.

C. Travel time for Performers shall be computed at straight time inhourly units, with no compounding of payment for travel and work,based on hourly rates of:

(i) 1/4 of the Voice-Over rate for off-camera Performers;
(ii) 1/8 of the Day Performer rate;
(iii) 1/24 of the Three-Day Performer rate, or
(iv) 1/40 of the Weekly Performer rate, as appropriate, not to exceedeight (8) hours in any one (1) day.

D. A Producer may choose not to provide overnight lodging atovernight locations if it is reasonably feasible for Performers totravel to such overnight location within the work day and Producerdoes not provide overnight lodging to other cast, crew, or personnelin connection with the Program. In such instance, Producer shallprovide transportation (or reimbursement mileage) to Performers tosuch overnight location. If Producer provides air transportation toovernight locations, such transportation may be coach, provided noother cast, crew or production personnel fly any other class, and busand railroad transportation is acceptable if no other means isavailable or feasible under the circumstances. If a Performer isrequired to drive his/her own car to a nearby or overnight location,he/she shall receive thirty cents ($.30) per mile. Should a Performerelect to use any form of transportation other than that provided bythe Producer, he/she shall be reimbursed at an amount equivalent towhat the Producer would have paid for hours spent if the Performerhad used the Producer's transportation.

E. A Performer shall be dismissed at the place at which he/shereported to work, not at a subsequent location.

F. Nothing in this Section shall be deemed to break the consecutiveemployment of the Performer.

G. Reasonable meal periods shall be given during traveling andallowable meal periods of not less than one-half (1/2) hour nor morethan one (1) hour each shall be deducted from travel time.

31. MINORS

A. Recognizing the special situation that arises when minor childrenare employed, the parties hereto have formulated the followingguidelines to ensure that the work environment is a proper one forthe minor: that the conditions of employment are not detrimental tothe health, education and morals of the minor, "morals" being definedas set forth in the penal code of the applicable state of employment;and that the best interest of the minor be the primary considerationof the parent and the adults in charge of the production, with dueregard to the age of the minor.

B. A "minor" is: any Performer under the age of eighteen (18) yearsor legal age of majority in the state in which services areperformed, except that it shall not include any such Performer if thePerformer is legally emancipated, legally married, or a member of theUnited States armed forces.

C. A "parent" is a parent or other adult who has the legal right toact as guardian of the child. A guardian, who shall be not less thanthe age of majority in the state in which the services are rendered,may be appointed by the parent to fulfill the supervisory functionsof the parent required by this Agreement, provided that: (i) Produceris provided with written certification of such appointment by theparent; and (ii) such appointment confers legal authority of theparent to such guardian. In such instance where a parent hasappointed a guardian to supervise the child's services hereunder, theterm "parent" shall be deemed to include such guardian.

D. Interviews, Tests and Fittings: Calls for interviews, tests andfittings for minors shall not take place at any time during which theminor would otherwise be attending school, and shall be completedprior to 7:00 p.m. Two (2) adults shall be present at all timesduring any such sessions, and the minor shall not be removed from thereasonable, immediate proximity of the parent. Casting directors orother representatives of the Producer shall make reasonable effortsto safeguard the minor's health, well-being and dignity during thesesessions and shall not engage in any behavior which will embarrass,discredit, disconcert, or otherwise compromise the dignity and mentalattitude of the minor.

E. Engagement:

1. Producer shall advise the parent of the minor of the terms andconditions of the employment (studio location, estimated hours,hazardous work, special abilities required, etc.) to the extent thatthey are known at the time of hiring.

2. Prior to the first date of engagement, the parent shall obtain,complete and submit to the Producer or its representative theappropriate documents required by State and local law related to theemployment of a minor.

3. Upon employment of any minor in any areas outside of California,Producer shall notify the Guild local office by telephone where suchemployment will take place. The Union will acknowledge receipt ofthis information to Producer in writing.

F. Meals: Whenever Producer supplies meals or other food or beveragesto the cast or crew, the same shall be furnished to all minors.Regarding beverages, this provision is applicable only in thosesituations where Producer supplies beverages to the cast and crew andis not applicable where isolated groups may supply their ownbeverages (e.g., prop trucks with cooler for beverages). When mealsare served to minors, tables and seats shall be made available forthem. No time shall be deducted from work time for any meal suppliedby producer until the minors are given the opportunity to get in theline for the actual feeding. "Meal" means an adequate, well-balancedserving of a variety of wholesome, nutritious foods. The furnishingof snacks, such as hot dogs or hamburgers, to minors by Producershall not constitute a meal period. Meals supplied by the Producershall not be deducted from the minors' wage but may be deducted fromthe per diem.

G. Supervision:

1. A parent must be present at all times while a minor is working,and shall have the right, subject to the production requirements, tobe within sight and sound of the minor. The parent shall notinterfere with the production or bring other minors not engaged byProducer to the studio or location.

2. A parent will accompany a minor to wardrobe, makeup, hairdressing,and dressing room facilities. No dressing room shall be occupiedsimultaneously by a minor and an adult Performer or by minors of theopposite sex.

3. No minor shall be required to work in a situation which places thechild in clear and present danger to life or limb. If a minorbelieves he or she to be in such a dangerous situation after havingdiscussed the matter with the stunt coordinator and parent, then theminor shall not be required to perform in such situation regardlessof the validity of his or her belief.

4. When a Producer engages a minor, Producer must designate oneindividual on each set to coordinate all matters relating to thewelfare of the minor and shall notify the minor's parent of the nameof such individual.

5. When a minor is required to travel to and from location, theProducer shall provide minor's parent with the same transportation,lodging, meals, mealtimes, and per diem allowance provided to theminor.

6. Whenever Federal, State or local laws so require, a qualifiedchild care person (e.g., LPN, RN or Social Worker) shall be presenton the set during the work day.

H. Play Area: Producer will provide a safe and secure place forminors to rest and play.

I. Working Hours: When a minor is at location, the minor must leavelocation as soon as reasonably possible following the end of his orher working day. Minors' maximum hours of work shall be as outlinedbelow (does not include meal time):

Maximum Hours
Age of Minor Of Work End of Day

0-5 years 6 hours 7:00 p.m.
6-11 years 8 hours 8:00 p.m./school days
10:00 p.m./non-school days
12-17 8 hours 10:00 p.m./school days
12:30 a.m./non-school days
1. Work Hours and Rest Time:

a. The work day for minors shall begin no earlier than 7:00 a.m. forstudio productions (6:00 a.m. for location productions) and shall endno later than the time specified above.
b. The maximum work time for a minor shall not exceed that providedby the laws of the state governing his/her employment, but in noevent shall work time exceed the maximum hours of work stated above.Work time shall not include meal time, but shall include a mandatoryfive (5) minute break for each hour of work.

2. Producer shall make every effort to adjust a minor's call time sothat a minor need not spend unnecessary hours waiting on the set.

J. Unusual Physical, Athletic or Acrobatic Ability

1. A minor may be asked to perform unusual physical, athletic and/oracrobatic activity or stunts, provided that the minor and parentrepresent that the minor is fully capable of performing such activityand the parent grants prior written consent thereto.

2. If the nature of the activity so requires, a person qualified bytraining and/or experience with respect to the activity involved willbe present at the time of production.

3. Producer will supply any equipment needed and/or requested forsafety reasons.

K. Child Labor Laws

1. Producer agrees to determine and comply with all applicable childlabor laws governing the employment of minors, and, if one is readilyavailable, shall keep a summary of said laws in the productionoffice.

2. Any provisions of this Section 31 which are inconsistent and lessrestrictive than any other child labor law or regulation in theapplicable state or other applicable jurisdiction, shall be deemedmodified to comply with such law or regulation.

3. Inconsistent terms: The provisions of this Section 31 shallprevail over any inconsistent and less restrictive terms contained inany other Sections of this Agreement which would otherwise beapplicable to the employment of the minor, but such terms shall beineffective only to the extent of such inconsistency withoutinvalidating the remainder of such provision.

L. Medical Care

1. Prior to a minor's first call, Producer shall be provided with thewritten consent of the minor's parent for medical care in the case ofan emergency. However, if the parent refuses to provide such consentbecause of religious convictions, Producer shall have the right torequire written consent for external emergency aid for the childshould such need arise.

32. INDEMNIFICATION

A. Producer shall indemnify and hold the Performer harmless from andagainst any liability, loss, damages, and costs, including reasonablecounsel's fees, by reason of any injury or damages incurred by athird party, including any other member of the cast, productionstaff, crew or any other person, firm, or corporation, which injuryor damages are caused by another Performer's performance (includingstunts) which occurs under the direction and control of Producerwithin the scope of the Performer's employment by Producer. Performershall immediately notify Producer of any such pending or threatenedlegal action and the Producer shall, at its own cost and expense andwithout undue delay, provide the defense thereof. Performer shallcooperate with Producer as requested by Producer in the defense ofany such action. No settlement shall be effected with respect to anysuch action by Performer without the express consent of Producer.

B. A stunt coordinator engaged pursuant to this Agreement who isacting within the scope of employment shall be entitled toindemnification in the same manner and to the same extent asspecified in Subsection 32.A above, if said stunt coordinator wasdirectly employed by Producer.

C. Nothing contained herein shall be deemed to confer greaterliability on Producer than that which may be conferred by law,regulation, or statute.


33. CAST CREDITS

Producer shall accord all Principal Performers with a screen crediton the Interactive Program for which he/she renders services, whichcredit shall be in a color, size and style which is readily readableconsistent with industry standards.

34. MISCELLANEOUS

A. An on-camera Performer who gives an off-camera narration otherthan as the character portrayed on-camera, shall be paid fulladditional off-camera wages for such narration.

B. All employment of Performers in Interactive Programs shall beunder one of the forms of hiring specified herein, except to theextent specified in Article I, Section 38.

C. If any Program includes a union label, the Guild shall have theright to have its label incorporated into the Program.

D. Producer shall maintain a telephone within a reasonable distanceon all locations where practical.

E. The Producer believes that it has a highly commendable record ofprotecting animals and of preventing their abuse during production ofInteractive Programs, and hereby confirms the commitment to theprinciple that animals should be humanely treated during theproduction of Interactive Programs. The following constitutesacceptable standards of animal treatment: (I) Producer shall makeknown throughout its organization its own insistence on the humanetreatment of animals; (ii) Producer shall cooperate with the AmericanHumane Association on Programs involving the use of animals whenappropriate; and (iii) Producer shall require its production staff toobserve adequate safeguards against the cruelty or killing of animalson or off-camera.

ARTICLE III

WORKING CONDITIONS

EXTRA PERFORMERS



1. APPLICATION

A. This Article III contains provisions applicable to the workingconditions of Extra Performers. In addition, the following provisionsof Article II shall be also deemed incorporated herein:

1. Section 5, "Work Time - Definitions & Exceptions";
2. Section 6, "Overtime";
3. Section 10, "Fittings, Wardrobe Tests and Makeup Tests";
4. Section 11, "Makeup, Hair dress, Wardrobe Allowance";
5. Section 12, "Rest Period; Liquidated Damages for Violation";
6. Section 13, "Meal Periods; Allowances; Liquidated Damages";
7. Section 17, "Rehearsal Time";
8. Section 20, "Saturday and Sunday Work; Night Work; Holidays";
9. Section 19, "Delivery of Contracts; Completion of Forms";
10. Section 22, "Script Lines, Upgrade of Extra Performers(Non-Scripted Lines Only)";
11. Section 26, "Dressing Rooms; Miscellaneous Amenities";
11. Section 29, "Protection of Performers; Special Conditions";
12. Section 30, "Travel";
13. Section 31, "Minors".

b. In the event of a conflict between the provisions of Article IIapplicable to Extra Performers by this reference and the provisionsof this Article III, the provisions of Article III shall govern.

2. INSERTS

A. Extra Performers notified in advance may do inserts for a singleInteractive Program for the same day's pay. Extra Performers notifiedin advance and specifically called to do inserts in two (2) or morePrograms in the same day, may do up to and including five (5) suchinserts for the same day's pay, but shall be paid an additional day'spay for each five (5) additional inserts thereafter (or fractionthereof). For example, if he/she does a total of seven (7) suchinserts in one day, he/she would be entitled to two (2) days' pay. Ifhe/she does a total of fifteen (15) such inserts in one day, he/shewould be entitled to three (3) days' pay.

B. Extra Performers notified in advance may do wardrobe tests formore than one Program for the same day's pay.

C. No Extra Performer shall be permitted to perform any work for morethan one Program for the same day's pay, including Overtime, exceptfor: inserts; wardrobe tests; work for different Platforms of thesame Program.

3. WAIVERS

A. If a Producer requests a waiver affecting Extra Performers, theGuild will issue the waiver without the imposition of any conditionsif it believes that the Producer is entitled thereto. In the absenceof misstatement or concealment of the facts the waiver will be final.If the Guild believes that the Producer is not entitled to such finalwaiver, it shall issue a reviewable waiver (which is equivalent to arefusal of a waiver), or it may issue a conditional waiver wherein itwill designate the conditions upon which it is willing to have theProducer proceed. Producer may either accept such conditions orrefuse to accept the same.

B. If a conditional waiver is issued and the Producer rejects theconditions thereof, or if the Guild issues a reviewable waiver, theProducer may nevertheless proceed as though a final waiver had beenissued. If the Producer proceeds without first obtaining a finalwaiver or without complying with the conditional waiver, it shallnotify the Guild in writing to that effect within a reasonable timethereafter.

C. Either party shall have the right to invoke the arbitrationprocedure as provided in Article I, Section 37, to resolve anydispute regarding waivers.

D. All waivers shall be requested as far in advance as reasonablypossible and shall be acted upon promptly by the Guild. If the Guildfails to do so, the Producer may proceed as though the Guild hadissued a reviewable waiver, by so notifying the Guild in writing.

E. The application for a waiver by any Producer shall not be deemedan admission that the Producer cannot proceed without obtaining suchwaiver, nor shall the issuance by the Guild of a waiver be anadmission that the Producer is entitled to such a waiver.



4. HAZARDOUS WORK

A. When Extra Performers are required to do night work, "wet" work,or work of a rough or dangerous character, the Producer shall notifythe Extra Performers at the time of the call. When an Extra Performeris not so notified, he/she shall be given the option of refusing toperform the work. If he/she refuses, he/she must be paid for all timeelapsed from the time he/she is called until he/she is dismissed orone half (_) day's pay, whatever is greater. Such refusal shall notresult in discrimination against such Extra Performer.

B. Extra Performers who are hired at Scale, and who thereafter accepthazardous work, shall be entitled to additional compensation. Theamount of additional compensation shall be agreed to between theExtra Performer and the Producer, or the Producer's representative,prior to the performance of such work.

C. The Producer will not deliberately hire anyone but QualifiedProfessional Extra Performers to perform hazardous Extra Performerwork in accordance with this agreement. No stunt person hired as suchmay be employed for Extra Performer work on location except for bonafide emergencies not within the contemplation of the Producer. Nostunt person hired as such may be employed for Extra Performer workat the studio on the day he/she was employed as a stunt person on thesame production. Upon a written request from the Guild, the Producerwill submit a report to the Guild indicating whether any stuntpersons have been employed on a particular Program. Upon the writtenrequest of the Guild, the Producer will also furnish a copy of thescript involved and make a tape available to the Guild forviewing.

D. For violation of this Section 4, the following Liquidated Damagesshall apply per person per day: $215.00 for the first violation;$350.00 for the second and each succeeding violation.

These Liquidated Damages shall not apply if there is a bona fidedispute as to whether the work is "Extra Performer work" or "Stuntwork."

5. WET, SNOW AND SMOKE WORK

An Extra Performer required to get wet, or to work in snow or insmoke shall receive additional compensation of $14.00 per day. AnExtra Performer not notified at the time of booking that wet, snow orsmoke work was required may refuse to perform in wet, snow or smokeand, if so, shall receive one half day's pay or the actual hoursworked, whichever is greater.


6. BODY MAKEUP, SKULL CAP, HAIR GOODS

An Extra Performer who is directed to and does have body makeup oroil applied to more than fifty percent (50%) of his/her body and/orwho is required to and does wear a rubber skull cap, and/or who isrequired to and does wear hair goods affixed with spirit gum(specified as full beards, mutton chops or a combination of goateeand mustache) and/or who, at the time of his/her employment, isrequired to and does wear his/her own natural full-grown beard as acondition of employment, shall be entitled to additional compensationof eighteen dollars ($18.00) per day.

It is also understood and agreed that any female Extra Performerrequired to have body makeup applied to her arms, shoulders and chestwhile wearing a self-furnished low-cut gown, and any Extra Performer,male or female, required to have body makeup applied to his or herfull arms and legs shall be entitled to such additional compensationtherefor.

7. INTERVIEWS

A. Extra Performers reporting for an interview shall receive anallowance for the first two (2) hours of the interview in the amountof five dollars ($5.00). For additional time of the interview, ExtraPerformers shall be paid in units of two (2) hours at the specifiedregular hourly rate for the call being filled. If, within any periodof interview time, any recording or photography, still or otherwise,is done for use in any production, Extra Performers shall be paid theagreed daily wage; except that still pictures to be used exclusivelyfor identification of the Extra Performer or wardrobe may be taken byProducer without making such payment.

B. Upon completion of the interview the Extra Performer shall benotified whether or not he/she has been selected, and he/she shall beadvised as to the daily or weekly rate of compensation to be paid. Ifthe Extra Performer is not used in the production for which he/shewas selected, he/she shall be paid the agreed wage (one (1) day orone (1) week) unless the Extra Performer is not available whencalled, in which event he/she shall not be entitled to anypayment.

C. The Producer agrees to give the Guild written notification withinforty-eight (48) hours after the interview, as to persons so selectedon interview.

D. An Extra Performer required to report for a second interview forthe same job shall be paid not less than two (2) hours pay at theestablished daily rate.

E. Extra Performers who are required to and do report for aninterview in dress clothes shall be paid an additional six dollars($6.00) over and above the regular interview allowance.

8. SIXTEEN-HOUR RULE

A. Extra Performers shall not be employed in excess of a total ofsixteen (16) hours, including meal periods, travel time and actualtime required to turn in wardrobe or property, in any one day oftwenty-four (24) hours.

B. The Liquidated Damages for violation of the foregoing sixteen (16)hour rule shall be one (1) day's pay (at the Extra Performer's dailyrate including any additional compensation) for each hour, orfraction thereof, of such violation. Such damages shall be paid atstraight time, unless the violation occurs on a day for whichdouble-time is provided under Article II, Section 20.A. above.
C. This provision shall not apply in any case where such violationoccurred as a result of circumstances or conditions, other thanproduction considerations or conditions, beyond the control of theProducer with respect to or affecting the return of such ExtraPerformers from location. Where the Liquidated Damage payment isexcused the Extra Performer shall receive all applicable Overtime.The Guild will not claim any breach of contract resulting from theviolation of the sixteen (16) hour rule unless the damages specifiedabove are incurred and not paid.

9. CALL BACKS

A. A "call back," as the phrase is used herein, means instruction bythe Producer to the Extra Performer given prior to the dismissal ofsuch Extra Performer to return to work on the same InteractiveProgram.

B. Producer agrees that call backs for Extra Performers shall be madeas early as possible on the day prior to that specified in such callback. When given a definite call back, an Extra Performer may not becanceled with respect thereto after 4:30 p.m. of that day, except inaccordance with the provisions of Sections 10 and 11 of this ArticleIII. Unless the Extra Performer has been given a definite "call back"to return the following day by 5:00 p.m. of a particular day of whichshooting commences prior to 2:00 p.m., he/she shall be free to seekand accept other employment commitments.

C. Notwithstanding the foregoing, if the Extra Performer isestablished so that he/she cannot be replaced and the Producerrequires his/her services on the following work day by giving him/hera definite call back, the Extra Performer shall report pursuant tosuch call back. An Extra Performer, who is given a call back afteraccepting another employment commitment and who must report pursuantto such call back because he/she has been established and cannot bereplaced, will receive the assistance of the Producer giving the callback or its designated casting agency in arranging for him/her to berelieved of such other employment commitment.

10. CANCELLATION OF CALLS

A. The Producer shall have the right to cancel any call for any ofthe following reasons beyond his/her control: (1) illness inprincipal cast; (2) fire, flood or other similar catastrophe or eventof force majeure; or (3) governmental regulations or order issued dueto a national emergency. In the event of any such cancellation, theExtra Performer so canceled shall receive a one-half (_) day's pay,except as provided in Subsections D. and G. below.

B. The Producer shall be entitled to hold and use such ExtraPerformers for four (4) hours only to the extent herein provided. Foreach additional two (2) hours or fraction thereof, the ExtraPerformer shall receive a one-quarter (1/4) day's pay.

C. During the time which the Extra Performer is so held, the Producerhas the privilege of putting the Extra Performer into costume,rehearsing, or making other use of his/her services. If, however, anyrecordation or photography is done, whether still pictures orotherwise, Extra Performer Performers shall be paid the agreed dailywage.

D. If any Extra Performer is notified of such cancellation before6:00 p.m. of the work day previous to the work date specified in suchcall, or is otherwise employed on the same work date by the sameproduction Producer at a rate equal to or higher than the rateapplicable to such Extra Performer as specified in such canceledcall, he/she shall not be entitled to such one-half (_) day'spay.

E. If the Extra Performer's second work assignment is for a time tocommence less than four (4) hours after the time of his/her canceledcall, the Extra Performer shall receive in lieu of the one-half (_)day's pay an allowance for the cancellation of the call on a straighttime hourly basis, computed in thirty (30) minute units from the timeof the first call to the time of his/her second call. Overtime, ifany, on the second work assignment is computed without reference tothe first call. If the second work assignment is for a time tocommence more than four (4) hours after the time of his/her canceledcall, the Extra Performer shall receive the one-half (_) day's pay.Overtime, if any, shall be computed without reference to the firstcall.

F. If an Extra Performer has not been notified as contemplated bySubsection D. above, then notice must be posted at the hourdesignated for the call, stating that the set will not work.

G. Nothing herein contained shall enlarge the Producer's right tocancel calls.

11. WEATHER PERMITTING CALLS

A. When scheduled photography is canceled by Producer because ofweather conditions, Extra Performers reporting pursuant to a "weatherpermitting" call shall be paid one-half (_) day's pay, which shallentitle the Producer to hold the Extra Performer for not more thanfour (4) hours; the Extra Performer shall receive a one-quarter (1/4)day's pay for each additional two (2) hours or fraction thereof,during which he/she is thereafter held.

B. During this time the Producer may costume, rehearse or otherwiseuse the Extra Performer on the specified photoplay, except forrecording or photography still or otherwise, of such ExtraPerformer.

C. If the Extra Performer is used for such recording orphotographing, he/she shall receive a day's pay.

D. The Extra Performer may cancel a weather permitting callpreviously accepted by notifying the agency which issued the callprior to 7:30 p.m. or the closing time of such agency, whichever isearlier, unless he/she has been established in the picture.

E. Weather permitting calls shall not be issued for stages instudios,