VMANYC2006.COM

SUBMISSION AGREEMENT

This Submission Agreement ("Agreement") is entered into by and between the undersigned ("I," "me" or "my" whether such part is an individual or an entity) and Remote Productions Inc. ("RPI") whereby I irrevocably grant to RPI, a non-exclusive license to use and otherwise exploit, as further specified below, my concepts, ideas, communications and/or materials (collectively, the "Submission") for the benefit of RPI and its affiliates, including, without limitation, MTV Networks, a division of Viacom International Inc. ("MTVN"), in connection with www.vmanyc2006.com website (the "Site") and the MTV Video Music Awards (the "VMAs"), and other MTVN-branded programs and programming services, including, without limitation, any and all best of or retrospective of the programs (each, a "Program" and, collectively, the "Programs"), upon the following express understandings and conditions. The potential exhibition of the Submission in connection with the Site, the VMAs and/or as part of any Programs is the sole consideration given by RPI in connection with this Agreement; provided that I acknowledge, understand and agree that RPI is under no obligation whatsoever to review, consider, use, publish, display or broadcast my Submission or to air, broadcast, develop, continue to develop or otherwise produce any Programs or any other material, content or program, whether or not involving my Submission or anyone else"s submissions or otherwise and that once I submit a Submission, I am granting RPI the rights, consents and authorizations described in this Agreement. This license is subject to both parties" agreement to and compliance with the following:

1. Submission Guidelines; Ownership. I represent and warrant that I have read, understand and shall follow the Submission Guidelines (the "Submission Guidelines") and the Terms of Use that are posted on the Site and which are incorporated into this Agreement. I understand, acknowledge and agree that upon my submission of the Submission to RPI, that the Submission becomes the property of RPI for all purposes thereafter and RPI shall not have any obligation to return or account to me for any Submissions I submit to RPI, that I shall not receive any compensation or credit (verbal or written) for RPI"s use of the Submissions within or as part of the Site, the VMAs or any Program and that RPI is under no obligation to include the Submission on the Site or in any Programs. I acknowledge and agree that RPI shall own the Programs and any other material that it creates that include or are based upon my Submissions, in whole or in part, and I shall have no right, title, or interest therein. RPI acknowledges that its use of the Submission and ownership of all Programs shall not affect my continued and separate copyright ownership of the Submission.

2. License. I irrevocably grant RPI the non-exclusive, royalty-free, perpetual, transferable, worldwide license and right to use and otherwise exploit my Submission, including, without limitation, any title thereof, in whole or in part, and all copyrights, trademarks, moral rights or "droit moral" and other intellectual property and proprietary rights therein, in any and all markets throughout the world, in all media whether now or hereafter existing (including, without limitation, distribution by or through broadcast, cable, satellite, website, mobile device or otherwise), on a gratis basis for the benefit of RPI in connection with the Site, the VMAs and the Programs commencing on the date I submit the Submission to RPI. Without limiting the foregoing, RPI, its licensees, successors and/or assigns shall have the right, in perpetuity, throughout the world, to modify or otherwise prepare derivative works of, edit, exhibit, transmit, reproduce, publicly display, publicly perform, broadcast, publish, distribute, license, sublicense, sell, and create translations or adaptations of in any language throughout the world, the Submission, in whole or in part, and shall have the right to include the Submission in the Site, in connection with the VMAs or within any Programs and in the advertising and promotion of any of the foregoing.

3. Representations, Warranties and Certain Covenants. I represent and warrant that: (a) I have full right, power and authority to enter into, fully perform and grant the rights granted by me in this Agreement, and by entering into, fully performing and granting the rights granted by me in this Agreement, it is not and shall not be in violation of the terms of any agreement or understanding to which I am party, (b) I own or control 100% of the copyrights in the Submission, (c) the Submission does not and shall not infringe upon the rights or interests of any third party, (d) all elements within the Submission are either original with me, or I have the right to grant the rights set forth in this Agreement in connection with such elements, (e) the Submission is free and clear of any liens or claims with respect to the use of such Submission in the manner authorized herein, (f) such use authorized herein will not give rise to any claims of infringement, invasion of privacy or publicity or claims for payment of re-use fees, residuals or license fees, (g) all of the information I submit to RPI in connection with my Submission, now or in the future, is and shall be complete, correct, true and accurate and (h) all persons engaged by me to work on the Submission or appear in the Submission: (i) have no payment claims, (ii) have no rights of approval or consultation and no participation rights whatsoever, (iii) are not engaged pursuant to any union or guild agreement that results in any ongoing obligations resulting from the exploitation of the Submission and (iv), with respect to all persons that appear in the Submissions, have granted me the right to use their names, likenesses and voices.

By providing my Submission, I am also agreeing, confirming and representing to RPI that neither I nor anyone else has engaged or taken part in (or induced or encouraged anyone else to do so) in any activity or conduct that (i) may or is likely to harm or create a risk of harm, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to any person, other living thing or any property, (ii) may or is likely to create a risk of any other loss or damage to person, living things or property, (iii) is or may constitute a crime, unlawful or non-consensual activities (e.g., conduct that could lead to criminal prosecution), tortious conduct (e.g., conduct that could lead to civil prosecution) or the violation or infringement of the rights of any other party or (iv) violates any of the terms or conditions of this Agreement.

I also understand and agree that each Program is a non-guild production and there will be no residual or other type of payment due in connection with the Submission.

I acknowledge that, included within the Submission may be materials, proposals, suggestions, concepts and the like relating to the Programs (the "Materials") and I agree as follows with respect to such Material: (a) I acknowledge both that RPI receives numerous submissions of similar, equivalent or even identical concepts, suggestions, information or material from many parties and/or may have already developed and/or considered similar, equivalent or identical concepts to those contained in the Material and that RPI"s review of the Material is not an admission of novelty, priority or originality, (b) the adoption by RPI of any alternative submission (as opposed to the Material) may be due to market conditions at the time at which such alternative submission is received and/or the positioning of the concept suggested by the party making the submission as well as of any inherent merit of the concept, (c) selection by RPI of alternative submissions or acting on concepts already considered and/or developed by RPI, or concepts considered and/or developed in the future, whether or not similar to the Material, shall be without obligation to me, (d) I will not be entitled to any compensation because of the use of, or because of the manner associated with, any concepts, suggestions, information or material that is similar, equivalent or even identical to the Material and (e) even if I subsequently see or learn of a presentation, motion picture, still photograph, film, video or any other content which appears to incorporate any idea or concept or include anything similar, equivalent or identical to that contained in any Material or other submission I or anyone else submits to RPI, I agree that it is purely coincidental and unavoidable. I will not assume or infer that my photograph or other Submission has been accepted, posted or displayed.

4. Moral Rights; Right to Use Name, Likeness. Without limiting anything in this Agreement, I hereby waive and relinquish, and release the MTVN Parties (as defined below) from any and all claims that I may now or hereafter have in any jurisdiction based on, all "moral rights" or "droit moral" or unfair competition now or hereafter recognized with respect to RPI"s exploitation of the Submissions without further compensation to me of any kind. I grant RPI and its agents the right to associate the Submissions with my name, voice, image, likeness, hometown, and biographical information, without limitation and without compensation, at RPI"s sole discretion. I agree not to issue any publicity concerning RPI, MTVN, the Site, the VMAs or any Programs.

5. Indemnification; Release. I acknowledge that my indemnification obligations under the Terms of Use include any third party claims arising from, related to, or caused by my Submissions or in any way associated with this Agreement and extend to RPI, and its parent and related companies, subsidiaries, affiliates (including, without limitation, MTVN), divisions, and all of their past, present, and future directors, officers, agents, representatives, employees, contractors, partners, shareholders, members, licensees, successors, and assigns (collectively "MTVN Parties"). I hereby agree not to sue and irrevocably and unconditionally remise, release, waive and forever discharge the MTVN Parties, jointly and individually (hereinafter collectively referred to as "Releasees"), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which I (or my assigns, agents and/or representatives) ever had, now has, or in the future may have against the Releasees including, but not limited to, claims arising out of or related to the uses described herein, the Programs and/or my decision to provide the Submission to RPI.

6. Assignment. RPI shall be entitled to assign all or a portion of the rights and licenses granted herein and shall be entitled to assign this Agreement in its entirety to any person, firm or corporation acquiring ownership of or production rights to the Program without payment to me. This Agreement is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto.

7. Additional Documents. Upon RPI"s request, I will furnish RPI with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate my compliance with any or all of the terms and conditions of this Agreement. I further agree that I have a continuing obligation to notify RPI if any information I submit to RPI in connection with my Submission, now or in the future, and or any of my representations and agreements in this Agreement are found or discovered to be incomplete, incorrect, untrue or inaccurate at any time.

8. Miscellaneous. I acknowledge, understand and agree that (a) there does not now exist, nor has there ever existed, nor will there exist, a fiduciary or confidential relationship between me and TPI and that the Submission is not being submitted in confidence or in trust, nor am I an agent nor acting on behalf of or as a representative of RPI in connection with the Submission; (b) I am granting the rights granted herein on a voluntary and unsolicited basis; (c) I have not executed this Agreement in reliance upon any representation or promise, whether written or oral; (d) except for Site"s Terms of Use and Privacy Policy incorporated therein and any additional agreements that RPI may request that I agree to, this Agreement constitutes the entire understanding and agreement between me and RPI with respect to the subject matter hereof, and supersedes all prior understandings, whether written or oral, with respect to the Submission; (e) I shall be limited to an action for money damages and I specifically acknowledge that I shall not be entitled to equitable or injunctive relief, all of which I knowingly waive and in no event shall I be permitted to prevent or inhibit the exhibition, distribution, broadcast or other use or exploitation of any Programs; (f) the invalidity of any provision hereof shall not affect the remaining provisions, which shall be treated as severable and independent and (g) this Agreement shall be governed by the laws of the State of New York (without regard to its conflicts of law rules).