HI - FI MEDIA DESIGN

Fresno, CA
888 220 HIFI · FAX 888 220 4434
www.hi-fimedia.com

WEBSITE SCRIPTING
DATE: April 3, 2007
CLIENT: Victus Entertainment Group
ADDRESS: North Carolina
PHONE: 252.646.4125
CONTACT: Matthew O’Dell
PROJECT: Web Site Design

Web Site Design (estimated size) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 600.00

· 8 Hours of site scripting. Includes HTML, CSS, PHP/MySQL, Javascript, Flash, and site
coordination complete with administrative control for easy updating.
(2 hours alterations included, additional alterations to be billed at $75 per hour after we have exhausted the
hours allotted)

Client to provide content (copy writing)

· Any additional copy writing or editing to be billed at $30.00/hour.

Additional Items Available

· Domain Name Registration $10.00/year
· Hosting $5.95/month
· Custom MySpace design $ 50.00 one time fee
· Graphic Design for flyer design/business cards/brochure design available for
$50.00/hour.
· A web site is a work in progress and the estimate is to be considered rough, however if
the price may increase, it will be done in a written format and will require the approval
of both parties before it is considered valid.

TOTAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 600.00
Discount - $100.00
GRAND TOTAL $ 500.00
Payment Terms
%50 to commence work.
%50 upon completion of job.

No sales tax on internet based jobs * Price good for 60 days

____________________________________________________________________________________________
THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ATTACHED TO THE INITIAL ESTIMATE WITH THE CLIENT

By signing below, each party represents and warrants that it has read and understands all of the Terms and
Conditions of this Agreement, and agrees to be bound by such Terms and Conditions incorporated herein by reference.

COMPANY [Hi-Fi Media] CLIENT [ ]

Signature Signature .

Date Date .

Print Name and Title Print Name and Title .

 TERMS AND CONDITIONS AGREEMENT
GUARANTY
The undersigned guarantor (“Guarantor”) hereby unconditionally and personally guarantees the payment of all sums to be paid by Client to Company pursuant to this Estimate
or any future Work performed by Company and also guarantees the performance by Client of its other obligations pursuant to this Estimate or any future Work. This guaranty
is for the benefit of Company, its successors and assigns. If there is any default under this Agreement Guarantor will, on demand, promptly cures such default without first
requiring Company to proceed against the Client. No waiver, variation, extension of time or modification of this Agreement or any other action by Company will affect the
liability of Guarantor hereunder.

Date: Print Name: Title: .

Federal ID number, Social Security number, or Drivers License number: Company .

THIS AGREEMENT (this “Agreement”) is made as of the Effective Date by and between the Company and the Client named on page one of this Agreement. In
consideration of the mutual covenants contained herein, the Company and the Client agree as follows:

ARTICLE 1: ESTIMATES; PAYMENT

1.01 Estimates. The fees and expenses shown are estimates for labor and materials. Final fees and expenses “Invoiced Amount” shall be stated on final invoice to Client.
1.02 Payment. The Client agrees to pay the Invoiced Amount within thirty (30) days of receipt. A monthly service charge of 1-1/2% of the Invoiced Amount shall be payable
on all overdue balances. The Company will not grant any license or right of copyright until full payment of the Invoiced Amount is received from the Client. The Client shall
pay for all collection and legal fees and court costs incurred by the Company in connection with any default in payment of the Invoiced Amount.
1.03 Changes to Agreement. Revisions or changes to any work provided to the Client pursuant to this Estimate or any otherwise (“Work”) that are initiated by the Client or
beyond the control of the Company are not included in the estimated fees and expenses. The Client shall be responsible for the payment of the additional fees resulting from
such changes whether the change is verbal or in writing.

ARTICLE 2: CHANGE ORDERS

2.01 Change Orders. All change orders will be billed hourly in addition to initial price quoted and will not be considered a valid charge until both parties have agreed in
writing to the revised estimate.

ARTICLE 3: GRANT OF LICENSE

Upon receipt of full payment of the Invoiced Amount, the Company shall grant a non-exclusive, royalty-free, perpetual license to the Client to use any original works created
by the Company for the Client. For all other works, including re-licensed works, the Client shall have the rights specified, which may be restricted.

ARTICLE 5: INDEMNIFICATION
The Client shall indemnify and hold harmless, to the fullest extent permitted by law, the Company and all of its agents and employees from and against all claims, damages,
losses, expenses, and legal fees arising out of, pertaining to, or resulting from any wrongdoing, negligence, and/or breach of contract by the Client, alleged or otherwise, that is
related to the Work, including trademark or copyright infringement.

ARTICLE 6: DISPUTE RESOLUTION

6.01 Negotiation. Except for issues of non-payment, the parties hereto shall attempt in good faith to resolve any dispute arising out of, connected with, related to or incidental
to this Agreement promptly by good faith negotiation. Any party hereto may give the other party written notice of any dispute not resolved in the normal course of business.
Within ten (10) business days after the delivery of such written notice, the parties involved in such dispute shall meet at a mutually acceptable time and place, and thereafter as
often as they deem necessary or appropriate, to exchange relevant information and to attempt to resolve such dispute. If such dispute has not been resolved within thirty (30)
days after the deemed delivery of the disputing party’s written notice, or if the parties involved in such dispute fail to meet within ten (10) business days after the deemed
delivery of the disputing party’s written notice, any party involved in such dispute may initiate mediation of such dispute as provided in Section 6.02.
6.02 Mediation. If any dispute arising out of, connected with, related to or incidental to this Agreement has not been resolved by negotiation as provided in Section 6.01, the
parties involved in such dispute shall attempt to resolve such dispute by mediation under the then current Model Procedure for Mediation of Business Disputes of the Center
for Public Resources, Inc. (“CPR”), 366 Madison Avenue, New York, New York 10017. The parties involved in such dispute shall select a neutral third party from the CPR’s
Panel of Neutrals. If the parties involved in such dispute encounter difficulty in agreeing on a neutral third party, they shall seek the assistance of CPR in the selection process.
Unless otherwise agreed to in writing by the parties involved in such dispute, the mediation shall take place in Fresno, California.
6.03 Costs and Expenses. The parties involved in dispute resolution procedures pursuant to Section 6.01 and/or Section 6.02 shall bear their respective out-of-pocket costs
and expenses incurred in connection with such dispute resolution procedures, including filing fees, costs, witness fees, and reasonable fees and disbursements of outside legal
counsel, investigators, expert witnesses, accountants and other professionals (collectively, “Litigation Expenses”), except that the parties involved in such dispute resolution
procedures shall share equally the costs and expenses of any neutral third party and the costs and expenses of any facility used in connection with such dispute resolution.
6.04 Representation by Counsel. If a party intends to be accompanied at a meeting by an attorney, the other party shall be given at least five (5) business days’ prior written
notice of such intention and such other party also may be accompanied by an attorney. All negotiations arising out of, connected to, related to or incidental to any non-litigated
procedures provided in this Agreement are confidential and shall be treated as compromise and settlement negotiations for purposes of the rules of evidence of all applicable
jurisdictions.

ARTICLE 7: TERMINATION
7.01 Termination by the Company. The Company may terminate this Agreement at any time if (i) the Client breaches any term or provision of this Agreement or (ii) the
Client ceases to function as a going concern, has a receiver appointed for it or an application made for the appointment of such receiver, files or has filed against it a petition
under the U. S. Bankruptcy Code, or makes and assignment for the benefit of its creditors. Upon termination of this Agreement, the Company shall be paid all for all labor,
materials and other expenses incurred under this Agreement prior to and including the effective date of termination. Except as expressly provided in this Agreement, the
termination of this Agreement shall not terminate or otherwise affect any parties’ rights or obligations that existed prior to or on the effective date of such termination.
7.02 Rights Upon Termination. In the event of a termination of this Agreement pursuant to Section 7.01, ownership of all copyrights and original artwork shall be retained
by the Company, and the Client shall pay for work completed, based on the labor, materials and expenses already incurred.

ARTICLE 8: MISCELLANEOUS
8.01 Notices. All notices required or permitted to be given hereunder shall be in writing and personally delivered or sent by courier, facsimile, overnight mail, registered mail,
express mail or certified mail, postage prepaid, return receipt requested. Notice shall be deemed effective upon delivery. All notices to the Client shall be delivered to the
contact person and address provided for the Client on page 1 of this Agreement. All notices to Company shall be delivered to Hi-Fi media at the address provided for the
Company on page 1 of this Agreement.
8.02 Force Majeure. Neither party shall be liable for damages for its failure to perform due to contingencies beyond its reasonable control, including (without limitation) fire,
storm, flood, earthquake, explosion, accidents, public disorder, acts of terrorism, sabotage, strike, labor shortages, riots or acts of God.
8.03Survival. Each provision of this Agreement that by its terms or meaning is intended to survive, shall survive any termination of this Agreement.
8.04Waiver. If either party delays or fails to enforce any term or condition of this Agreement, such delay or failure shall not be considered a waiver of enforcement of that
term or any other term or condition. If a party consents or approves of any act by the other party, such consent or approval shall not be considered a waiver of consent or
approval for any subsequent similar act. All rights and remedies conferred under this Agreement or by any other instrument or law shall be cumulative and may be exercised
singularly or concurrently.
8.05Code of Fair Practice. Client and Company agree to comply to the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics
Committee, P. O. Box 179, Grand Central Station, New York, New York 10017.
8.06Facsimile Signatures. Any signature delivered by facsimile, telecopy or other electronic device shall be deemed for all purposes as constituting good and valid execution
and delivery of this Agreement by such party.