Exclusive License Agreement with Global Universal Pictures for The Night, dated March 19, 2010

2.3.2         Subject to the provisions of the Agreement, Licensee shall accord the following credit on the negative of the Film and on all positive copies of the Film made or issued by Licensee in the opening credits in the words "Original concept Global Entertainment Holdings, Inc." and “Executive Producer Gary Rasmussen” and in all advertising and paid publicity issued by or under the immediate control of Licensee other than teaser trailers list group and advertising of eight column inches or less in size and other than special advertising or publicity relating to the screenplay upon which the Film is based or to commercial tie ups and other radio or television advertising or publicity written in narrative form PROV IDED ALWAYS that Licensee shall not be liable for any failure or default by any third party concerned in the exploitation of the Film in giving such credit nor for any accidental breach of its obligations under this sub-clause (but Licensee will use all reasonable endeavours to remedy any such accidental breach by it of which notice is given to it if such remedy is possible and all reasonable endeavours to obtain the remedy of a remediable breach by a third party) and the rights and remedies (if any) of Licensee or of the Licensor in the event of breach of this sub-clause shall be limited to Licensee or to the Licensor's right (if any) to recover damages in an action at law and in no event shall be entitled by reason of any such breach to enjoin or restrain the distribution exhibition or other exploitation of the Film.

5.1           Licensor hereby grants Licensee the Right of First Negotiation and the Right of LastRefusal to participate in the production of any remake, sequel, follow-up, prequeland spin-off rights (collectively "Other Productions") in and to the Film and the WORK produced by Licensee (or any of its assignee’s or licensees of rights in and to the Other Productions), where:

5.1.1       “Remake” or “spin-off”, refers to the right to adapt or reproduce or represent at a latertime the Film, to adapt the Film creating a new movie in animation or live action or TV series or Electronic Media Products constituting a new version of the Film which version deals with the same themes, characters, scripts and dialogue;

5.1.2        “Sequel” or “follow-up”, refers to the rights to adapt, reproduce and represent at a latertime the Film, to adapt  the Film creating a new movie in animation or live action or TV Series or Electronic Media Products forming a new version of the Film which version deals with the elements of the Film such as the title, principal themes, certain characters, situations, scripts and dialogue. The right to a follow-up includes the right to create a new movie or pre-production elements from the Film which can be exploited commercially independently from the Film, including in Videogram format, and in television format in certain countries;

5.1.3       “Prequel” refers to the right to adapt, reproduce, or represent the Film through new production forming a new version of the Film creating a new movie in animation or live action or TV series or Electronic Media Products which version deals with the elements of the Film such as the title, principal themes, certain characters, situations, scripts a nd dialogue, but whereby the action is set in a time prior to that of the Film.

The undersigned agrees and promises to subscribe to CA$150,000 of preference shares in the share capital of the Corporation as an equity investment in the production of the motion picture entitled “The Night”, to be paid in immediately available funds to the motion picture’s production account within five days from the closing of a production related bank loan between the Corporation and its designated financial institution. Such preference shares will be redeemed by the Corporation in first position from any and all sources of first available funds received by the Corporation.

Further, the Undersigned is hereby appointed as the Sales Agent for “The Night” for all rights excluding Canada. The Undersigned shall use its best efforts to obtain a minimum of $250,000 in gross sales, within twelve months of completion, from the exploitation of rights to “The Night” through one of more sales and/or distribution agreements with a reputable distribution company such as Fremantle Corp, Cinevest Interactive, etc. The Sales Agent shall be entitled to receive a fee equal to 10% of the gross amount of all sales for the rights to “The Night.”