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Exhibit
10.66
PROJECT MANAGEMENT
AGREEMENT
This Project Management
Agreement (the “ Agreement ”) is entered into as
of March 18, 2008 by and between Public Media Works, Inc., a
Delaware corporation (“ PMW ”), and Corbin
Bernsen (“ Bernsen ”), with reference to the
following:
WHEREAS, Bernsen is the
former CEO and a former director of PMW, and is currently the
President of Public Film Works, a division of PMW;
WHEREAS, Bernsen has expended
substantial time, resources and capital on the development of PMW
projects without the receipt of compensation, and will continue to
do so, and the parties desire to enter into this Agreement to
establish the rights of the parties with respect to certain PMW
projects;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Designated Projects . The
parties agree that the motion picture and projects known as
“Car Pool Guy,” “Dead Air” and “Donna
On Demand” shall be considered “ Designated
Projects ” for purposes of this Agreement. As between PMW
and Bernsen, PMW hereby grants Bernsen the sole right to
(i) secure financing to complete the Designated Projects;
(ii) oversee and manage the production of the Designated
Projects and/or (iii) oversee the distribution of the
Designated Projects. In exchange for the past and future efforts of
Bernsen with respect to the Designated Projects, PMW hereby grants
Bernsen the right to receive 50% of any revenue or sales proceeds
which the Company may receive, if any, under the various agreements
relating to the Designated Projects, to be paid to Bernsen when and
if such revenue or sales proceeds are to be received by the
PMW.
2. Other Projects. The parties
agree that all other current and future assets and projects of PMW
which are not Designated Projects shall be considered as
“Other Projects” for purposes of this Agreement. As
between PMW and Bern
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