PARTIES: INTERNETMOVIES.COM Inc. and DRM

MOVIE ASSOCIATION (DIGITAL RIGHTS MANAGEMENT MOVIE

ASSOCIATION (hereinafter, "InternetMovies.com Inc.")

c/o InternetMovies.com Inc.

PMB 411-415 Dairy Road

Kahului, HI 96732

(808)283-2885

WHEREAS InternetMovies.com Inc./ DRMMA ("Digital Rights Management Movie Association") is an

organization formed to assist in making and allow original artists to make selected works

available for worldwide limited consumer use over the internet without relinquishing the

exclusive copyrights held by the original artist to control the sale or re-sale of his or work; and

WHEREAS the Artist Member desires to release certain works for Limited Copyright

Use distribution to InternetMovies.com Inc. members in exchange for packaging by InternetMovies.com Inc.,

monetary compensation, and worldwide exposure; and

WHEREAS the parties wish to create, participate in, and promote a system of intellectual

property distribution that balances the right to fair use of copyrighted materials with the owner’s

right to compensation for his or her works;

NOW, THEREFORE, for and in consideration of the agreements of the parties set forth

below, the parties agree as follows:

2.1 Artist Member An original artist who joins InternetMovies.com Inc. for the purpose of

releasing selecting works for Limited Copyright Use purposes, in exchange for promotion and

compensation by InternetMovies.com Inc. As used in this Agreement, "Artist

Member" also refers to an authorized Promoter.

2.2 Confidential Information. Any proprietary information of InternetMovies.com Inc., such

as business plans or models, technical data, trade secrets, or know-how, including, but not

limited to, research, product plans, products, services, customer lists and customers, markets and

market strategies, software developments, inventions, processes, formulas, patterns,

compilations, program devices, methods, techniques, technology, designs, drawings,

engineering, hardware configuration information, marketing, finances or other business

information.

2.3 Limited Copyright Use. The pre-defined, limited, non-exclusive use by

individuals of a copyrighted work with the permission of the author.

2.4 Work. A specific original work of visual art capable of being copyrighted under

17 U.S.C. Section 101 et. seq. that is provided by the original artist or the exclusive copyright

holder for Limited Copyright Use under this Agreement.

2.5 Reseller. An individual or entity that pays money to be licensed by InternetMovies.com Inc.

to promote and distribute the parties’ respective website content and

services in exchange for compensation and/or a commission based on new memberships and

referrals.

2.6 User. An individual accessing the internet.

2.7 Packing and Wrapping. The proprietary process of creating a portable media

file of the Artist Member’s Work with security features that allow the Work to be accessed only

by active InternetMovies.com members. Packed and wrapped media files have the Artist

Member’s and/or Promoters personal reseller code(s) embedded, along with the InternetMovies.com Inc.

and InternetMovies.com codes.

2.8 Promoter. An individual or entity to whom an original artist has assigned his or

her intellectual property rights for the purpose of promoting his or her work.

From the date of execution of this Agreement by the Artist Member below and

continuing thereafter until terminated by either party pursuant to the provisions of this

Agreement.

4.1.a "Packing and Wrapping". InternetMovies.com Inc. has associated with premier

digital rights management company PlayaDRM to develop the ability to "pack and wrap" the Artist

Member’s Work into a Limited Copyright Use InternetMovies.com Inc. for access by InternetMovies.com

members, at a reasonable charge to Artist Member. Both member and non-member visitors to

InternetMovies.com will be able view a list of all Artist Members and their Works, and will be

required to link to the specific Artist Member’s reseller page in order to download or view that

Artist Member’s Work from the location at which the Artist Member has chosen to host his or

her DRM Movie. InternetMovies.com members will be challenged for their username and

password each time they attempt to view the Artist Member’s movie from that particular PC (if

they do not have a thirty (30) day license, as specified hereinbelow). InternetMovies.com

members are allowed to transfer the DRM Movie by any means, whether peer-to-peer, ftp,

newsgroup, telnet, or the like. If the user does not have an InternetMovies.com username and

password, they will be required to link to the Artist Member’s reseller page so they can join

InternetMovies.com (resulting in a commission to Artist Member as set forth herein).

Once an InternetMovies.com member downloads a InternetMovies.com Inc. packaged Work by the Artist

Member onto CD-RW or DVD-RW, the member will be challenged for an InternetMovies

username and password in order to obtain a thirty (30) day license to view the DRM Moive on

that PC (personal computer). All InternetMovies.com members are allocated a "5-PC User

License", and on the sixth (6th) PC their membership is suspended so that they are required

to purchase a new membership for any additional licenses desired. This system exists in order to

protect the integrity of InternetMovies.com usernames and passwords against piracy and sharing.

4.1.b Creation of Re-Seller Website For Artist Member. InternetMovies.com Inc. will

create and InternetMovies.com will host a reseller web page for each Artist Member, with all

necessary links for visitors to join InternetMovies.com and thereby enjoy the right to view and

download the Artist Member’s selected Works as provided for in this Agreement.

4.1.c Promotion of Works. InternetMovies.com Inc. will, as

part of its own marketing, advertise and promote to both members and non-members the Works

of all Artist Members available for viewing and download under this Agreement.

4.1.d Categorization of Works. InternetMovies.com Inc. will not censor or edit any of

the Works submitted under this Agreement. However, InternetMovies.com Inc. will categorize and color

code each Work to assist InternetMovies.com members in accessing Works according to their

personal preferences. Suggestions or objections to any categorization made under this provision

should be submitted in writing to InternetMovies.com Inc. within five (5) business days of notice of such

categorization.

4.2 Services Not Provided By InternetMovies.com Inc.. InternetMovies.com Inc. will not provide legal

representation nor direct technical support to Artist Members, although it will endeavor to

provide helpful links on its website for legal and technical matters of interest to Artist Members.

4.3 Charge for Services Provided by InternetMovies.com Inc.. Artist Members will pay a

monthly membership fee $9.95 (nine dollars and ninety-five cents), which will

automatically recur until cancelled by Artist Member. Artist Members will also be required to

send the movie in .WMV format to InternetMovies.com Inc. so the movie can be packed and wraped.

4.3.a Limited Copyright Use Granted By Artist Member. Artist Member hereby

grants a Limited Copyright Use license to all current and future active InternetMovies.com

members to download, distribute, share, copy and trade submitted Work(s) over the internet.

Artist Member does not hereby relinquish any copyright or other intellectual property rights

other than those expressly granted herein to InternetMovies.com members, including the Artist

Member’s exclusive right to sale or resale of submitted Works. The Limited Copyright Use

rights granted to InternetMovies.com members under this Agreement are not revoked by the

Artist Member’s termination of his or her membership with InternetMovies.com Inc., and InternetMovies.com Inc. can

not be held responsible for the continued Limited Copyright Use of submitted Works by active

InternetMovies.com members after termination of the Artist Member’s InternetMovies.com Inc.

membership.

4.4 Media Provided By Artist Member. Artist Member will provide at least one

Work ("media content") to be packed and wrapped by InternetMovies.com Inc. and subsequent release by DRM

Movies to InternetMovies.com members. Artist Member may provide the media to be unpacked

and unwrapped in .WMV compression scheme, except that there must

be no pre-existing digital rights management packages of any kind attached to the media.

4.5 Warranties By Artist Member. Artist Member hereby warrants and represents

that he or she has full, unencumbered rights in the Work submitted for Limited Copyright Use

under this Agreement, that Artist Member properly registered the subject Work without

committing fraud or misrepresentation, that Artist Member has the sole authority to license the

copyright for the Work for the purposes set forth in this Agreement, and that, to best of Artist

Member’s knowledge, the Work does not infringe the rights of any third party.

5.1 Compensation to Artist Member For Grant of Limited Copyright Use. Artist

Member shall receive sixty-five percent (60%) of each new InternetMovie.com member brought

in through the Artist Member’s reseller page or through the Artist Member’s DRM Movie

content. Each new InternetMovies.com member who joins through the Artist Member’s reseller

page will be permanently associated with the Artist Member’s reseller page so that the Artist

Member will continue to receive sixty-five (60%) of that membership regardless of whether or

not the InternetMovies.com member continues to view the Artist Member’s Work(s), as long as

the Artist Member continues to be a InternetMovies.com Inc. member. Compensation will be credited

directly to each Artist Member’s InternetMovies.com Inc. account as new membership orders are received

by InternetMovies.com, and reimbursed to the Artist Member weekly through EPOCH payment

service.

5.3 Term of Compensation. Artist Member shall receive the aforesaid

compensation and/or commission for as long as Artist Member continues to be a member of

InternetMovies.com Inc./ DRMMA.

6.1 By Expiration Of Membership. This Agreement shall terminate automatically

if Artist Member ceases to make a membership payment within sixty (60) days of the date on

which it becomes due and payable. EpochSystem will bill Artist Member’s credit card

automatically each month. If credit card payment is declined, EpochSystem will make six (6)

attempts to rebill during the sixty (60) day period, after which this Agreement will terminate.

E-mail notice of termination will be transmitted to Artist Member.

6.2 For Cause By InternetMovies.com Inc.. This Agreement may be terminated at any time by

InternetMovies.com Inc. if InternetMovies.com Inc. finds that Artist Member has breached this Agreement, violated

any law(s), does not own the rights purported to be granted under this Agreement, or otherwise

engages in any activity deemed illegal, unethical, or contrary to the purposes and intent of DRM

Movies and InternetMovies.com. Written notice of termination will be transmitted to Artist

Member within five (5) days of termination

6.3 Copyright Policy. InternetMovies.com Inc. does not tolerate copyright infringement and

information about members or users engaging in copyright infringement should be promptly

provided to InternetMovies.com Inc.. Artist Member agrees not to use DRM

Movies or InternetMovies.com websites to download or distribute any copyrighted material the

Artist Member is not authorized to download or distribute, or otherwise infringe any copyright

holder’s intellectual property rights. Pursuant to 17 USCA Section 512(i), InternetMovies.com Inc. hereby

informs the Artist Member that InternetMovies.com Inc. has a policy that provides for the termination of

memberships who are repeat copyright infringers.

6.4 Right of Refusal. InternetMovies.com Inc. reserves the right to refuse to pack and wrap any

material submitted by any Artist Member, Promoter, individual, entity, or organization for any

reason. X-rated, obscene, pornographic, or excessively violent or graphic material will be

refused.

7.1 Non-Disclosure. Artist Member, for his or her own self, and on behalf of his or

her agents, attorneys, representatives, successors and assigns, agrees that at all times during

which he or she is a member of InternetMovies.com Inc. and for a period of six (6) months from the date of

the termination of that membership, to hold in strictest confidence, and not to use, or to disclose

to any person, firm or corporation without written authorization of InternetMovies.com Inc., any

Confidential Information of InternetMovies.com Inc. acquired during or arising out of that membership, as

that term is defined herein, and will not use any of said Confidential Information except for the

express purpose of meeting obligations under this Agreement.

7.2 Confidential Information. Artist Member hereby acknowledges that he or she

understands that "Confidential Information" means any proprietary information, business plans

or models, technical data, trade secrets, or know-how, including, but not limited to, research,

product plans, products, services, customer lists and customers, markets and market strategies,

software developments, inventions, processes, formulas, patterns, compilations, program

devices, methods, techniques, technology, designs, drawings, engineering, hardware

configuration information, marketing, finances or other business information disclosed or

acquired by Artist Member either directly or indirectly in writing, or orally, or by drawings or

observation of parts or equipment, or through Artist Member’s participation in and/or

observation of InternetMovies.com Inc. business. Confidential Information does not include any of the

foregoing items which have already become publicly known and made generally available

through no wrongful act of any party. Artist Member acknowledges that InternetMovies.com Inc. Confidential

Information is vital, sensitive, confidential, and proprietary to InternetMovies.com Inc.

7.3 Ownership of InternetMovies.com Inc., Internet Movies.com, and Website. Artist

Member acknowledges and agrees that except for the content provided by the Artist Member, the

rights to which belong exclusively to Artist Member subject to this Agreement for Limited

Copyright Use by InternetMovies.com members, InternetMovies.com Inc. and InternetMovies.com owns

all website content associated with the execution of this Agreement, including but not limited to

images, graphic use interface, digital rights management packaging, source and object code,

documentation, and the like, along with all intellectual property rights pertaining thereto,

including all copyrights, trademarks, patents, and trade secrets, whether registered or not.

7.4 Notice of Disclosure. In order for InternetMovies.com Inc. to

effectively protect and prevent the disclosure of its Confidential Information, Artist Member

hereby agrees to notify InternetMovies.com Inc. as soon as possible if he or she is either requested or

subpeonaed to provide documents and/or testimony wherein Artist Member reasonably believes

that the information he or she will be required to disclose contains InternetMovies.com Inc. and/or

InternetMovies.com Confidential Information.

8.1 Indemnification. By entering into this Agreement, the parties are not

intending to create nor are in fact creating any legal partnership or other such relationship under

which the parties would share legal liability. Neither party is responsible to the other for any acts

or omissions of the other party, and each party hereby agrees to indemnify, defend and hold

harmless the other party hereto, his or her directors, officers, employees, sublicensees, and agents

from and against any losses incurred through claims of third persons for any matter relating to

this Agreement, or arising from breach by any party hereto of such party’s representations,

warranties or covenants, contained in this Agreement, including, but not limited to, alleged

infringement or violation of any intellectual property laws, confidentiality agreements, and

negligent or intentional acts or omissions.

8.2 Governing Law and Consent to Personal Jurisdiction. This agreement will be

governed by the laws of the State of Hawaii. The parties hereby expressly consent to the

personal jurisdiction of the State and Federal Courts located in Hawaii for any lawsuit filed there

arising from and relating to this Agreement.

8.3 Authority to Execute. Artist Member represents that he or she has the right,

power, legal capacity and legal authority to enter into and perform the obligations under this

release and to bind his heirs, successors, executors, administrators, assigns and agents. Artist

Member understands that he or she has the right to review of this Agreement by legal counsel of

his own choosing, and is fully aware of the contents of this release and the legal effects thereof.

8.4 Modification. No modification of or amendment to this Agreement, nor any

waiver of any rights under this agreement, will be effective unless in a writing signed by the

party to be charged. InternetMovies.com Inc. reserves the right to modify this Agreement at any time, and

acceptance of the modified agreement may be made a condition of continued membership in

InternetMovies.com Inc..

8.5 Severability. Should any provision of this Agreement be declared or determined

by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality,

validity, and enforceability of the remaining parts, terms or provisions shall not be affected

thereby and said illegal, unenforceable or invalid part, term or provision shall be deemed not be

part of this Agreement but the remaining provisions shall continue in full force and effect.

Further, if any terms are found to be unreasonable or invalid by any court of competent

jurisdiction, the parties agree to accept as binding, in lieu thereof, the maximum terms

enforceable by law.

8.6 Successors and Assigns. This Agreement will be binding upon heirs, executors,

administrators and other legal representatives and will be for the benefit of the parties, their

successors, and their assigns.

8.7 Counterparts. This Agreement may be executed in any number of counterparts,

each of which shall be deemed an original and all of which shall constitute together one and the

same instrument. Counterparts containing facsimile or electronic signatures shall be deemed as

binding and enforceable as the original signatures.

IN WITNESS WHEREOF, the PARTIES have read the foregoing Agreement and

acknowledge the receipt and sufficiency of consideration therefor, and have executed the same

on the date set forth below, and hereby agree to each of its terms. ACCEPTANCE OF THIS

APPROVED AND ACCEPTED.

InternetMovies.com Inc.

__________________/Michael J. Rossi/_______________________________________________

Date By: President/ MICHAEL J. ROSSI

APPROVED AND ACCEPTED:

__________________ ______/Submited Electronic Signature by Clicking the Submit button/________

Date ARTIST MEMBER