DIGITAL CINEMA DESTINATIONS CORP. NETWORK AFFILIATE AGREEMENT THIS NETWORK AFFILIATE AGREEMENT (this "Agreement") is made as of this 14th day of March, 2011 by and between National CineMedia, LLC, a Delaware limited liability company ("NCM"), and Digital Cinema Destinations Corp., a Delaware corporation ("Network Affiliate" and with NCM, each a "Party" and collectively, the "Parties"). BACKGROUND WHEREAS, NCM operates a "Digital Content Network" of proprietary and third-party hardware and software pursuant to which the Service may be digitally transmitted to equipment and facilities installed in, and displayed on movie screens, video display terminals and similar equipment located in, movie theatres or other high traffic retail establishments, as further described herein; WHEREAS, Network Affiliate owns and operates a theatre circuit with a patron base in excess of 400,000 patrons; and WHEREAS, both Network Affiliate and NCM want to expand NCM's advertising "footprint" in the markets served by Network Affiliate; and WHEREAS, NCM and Network Affiliate want to enter into a strategic alliance under which NCM will provide the Service to Network Affiliate, and Network Affiliate will accept and display the Service in its theatres, all on the terms set forth herein. NOW, THEREFORE, in consideration of the premises and mutual covenants in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties agree as follows: ARTICLE I DEFINITIONS The following terms shall have the following meanings: "Advertising Revenue Share" has the meaning assigned to it in Section 7.1. "Advertising Services" means the advertising and promotional services (including the Digital Content Service, the Digital Carousel, the Traditional Content Program, Lobby Promotions and Event Sponsorships) as described in Part A of Exhibit A. "Base Amount" has the meaning assigned to it in Section 7.2. "Beverage