that future cooperation may be valuable to both parties, and that the parties will discuss s h future cooperation each quarter or as warranted. Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:___ Initialed PACIFICAP ENTERTAINMENT:_____ Page 4of 6 Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005 PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION… CONFIDENTIAL Page 5 of 6 ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED VIA BINDING ARBITRATION ACCORDING TO THE RULES AND REGULATIONS SET FORTH BY THE AMERICAN ARBITRATION ASSOCIATION IN SAN DIEGO COUNTY , THE STATE OF CALIFORNIA. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above. PACIFICAP ENTERTAINMENT INC. (Licensor) Signed________________________________________________________________ Name: Ed Litwak Title: Chairman Date:_______________________ And THE HENRY FILM AND ENTERTAINMENT CORPORATION (Licensee) Signed______________________________________ Name: Michae1 Henry Title: Chairman Date:____________________________ Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____ Initialed PACIFICAP ENTERTAINMENT:______ PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION… CONFIDENTIAL Page 5 of 6 Witnessed By Signed ._______________________________________________________ William R. Sickert 7052 Partridge Place Carlsbad, CA 92009 PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 6 of 6 EXHIBIT A TO: PACIFICAP ENTERTAINMENT INC. CONTENT LICENSE AGREEMENT PACIFICAP ENTERTAINMENT INC. MARK USAGE GUIDELINES Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005 DEFINITIONS "Advertising Rights" shall mean the advertising and promotional rights sold or licensed with respect to Content included properties. "Affiliates" shall mean any company or any other entity worldwide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which THE HENRY FILM AND ENTERTAINMENT CORPORATION owns at least a five percent ownership, equity, or financial interest. "THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand features of