PROFIT SHARING BONUS POLICY

THIS PROFIT SHARING BONUS POLICY (this “Policy”) is made and entered into as of this

21st day of December, 2010, by BSceneLive.co Sole Proprietorship, an Arizona company (the

“Company”).

In entering into this Policy, the Company desires to provide each Participant (defined below)

with substantial incentives to serve the Company, without distraction or concern over minimum

compensation, benefits or tenure and to assist in the management of the Company’s future

growth and development and the maximization of the returns to the Company’s Members

(defined below).

Section 1. Certain Defined Terms.

As used in this Policy, the following terms have the following meanings:

“Code” means the Internal Revenue Code of 1986.

“Company” has the meaning set forth in the Preamble to this Policy.

“Compensation Plan” means any compensation arrangement, plan, policy, practice or program

the Company establishes, maintains or sponsors, or to which the Company contributes, on behalf

of one (1) or more employees (including, for this purpose, any member of the family of any

employee), (i) including (A) any “employee pension benefit plan” (as defined in ERISA Section

3(2)) or other “employee benefit plan” (as defined in ERISA Section 3(3)), (B) any other

retirement or savings plan, including any supplemental benefit arrangement relating to any plan

intended to be qualified under Code Section 401(a) or whose benefits the Code or ERISA limits,

(C) any “employee welfare plan” (as defined in ERISA Section 3(1)), (D) any arrangement, plan,

policy, practice or program providing for severance pay, deferred compensation or insurance

benefit, and (E) any plan, policy, practice or program which provides for incentive, bonus or

other performance-based awards of cash, securities or the phantom equivalent of securities,

including any stock option, stock appreciation right and restricted stock plan, but excluding any

plan intended to qualify as a plan under any one or more of Code Sections 401(a), 401(k) or 423,

but (ii) excluding any compensation arrangement, plan, policy, practice or program to the extent

it provides for annual base salary.

“Cumulative Profit” means for any given Current Profit Calculation Period, the aggregate Net

Profits for all Profit Calculation Periods (defined below) through and including the end of such

Current Profit Calculation Period.

“Current Profit Calculation Period” has the meaning set forth in Section 4(a).

“Eligible Participant” has the meaning set forth in Section 3.

“Employed” or “Employment” means the salaried employment by the Company.

“Employment Date” means the first day of Employment of a Participant.

“Eligible Salary” means the total salary paid to an Eligible Participant for a given Profit

Calculation Period multiplied by that Eligible Participant’s Employment Percentage for such

Profit Calculation Period.

“Employment Percentage” means, for each Eligible Participant: (i) ten percent (10%) following

six (6) consecutive months of Employment; (ii) five percent (5%) per each consecutive month of

Employment after six (6) consecutive months in addition to the percentage set forth in subpart (i)

hereof through the twenty-third consecutive month of Employment; and (iii) one hundred percent

(100%) upon the twenty-fourth (24th) consecutive month of Employment.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Excess Profit” means for any given Profit Calculation Period, the Qualifying Profit in excess of

the Profit Threshold plus the interest actually earned thereon, less any bank fees, account fees,

fees charged by the trustee of the Profit Escrow or other related fees.

“Executive Officer” means any of the Manager, the Chief Executive Officer, the President, the

Chief Operating Officer, the Chief Financial Officer or any equivalent of any of the foregoing, or

any executive or other director of a significant function of the Company, or any executive or

senior vice president of the Company.

“Members” means the owners of equity interests in the Company.

“Net Profits” with respect to any Profit Calculation Period means the amount of revenues

actually received from the sale, licensing, distribution or other exploitation of Video Games and

the exploitation of the underlying rights of such Video Games, including, without limitation, in

film, broadcast television, merchandizing (other than promotional merchandizing), novels,

comics, toys, board games and collectible card games less all of the costs incurred and/or paid by

the Company during such Profit Calculation Period, including, without limitation, employee

salaries, contractor costs, outsourcing fees, legal fees, accounting fees and other professional

fees, equipment costs, utilities, overhead costs, software licenses, commercial leases, office

leases, rents, insurance, capital expenditures, any taxes of any kind and any employee benefits,

including, without limitation, Compensation Plans. For purposes of clarification the following

shall not be deemed “revenues” for the purpose of calculating Net Profits: (i) any amounts paid

by publishers or third parties to Company prior to the commercial release of a particular Video

Game, including, without limitation, advances against royalties or minimum guarantees; (ii)

equity investments; (iii) lines of credit; and (iv) other debt facilities.

“Profit Escrow” means an account under the control of a trustee appointed by the Company in

which Excess Profit is deposited.

“Profit Calculation Period” means the twelve month period from October 1 of a given calendar

year through September 30 of the following calendar year.

“Profit Pool” means for a given Profit Calculation Period in which the Qualifying Profit is above

0, fifteen percent (15%) of such Qualifying Profit provided that such amount shall in no event

exceed the Profit Threshold.

“Profit Threshold” means two hundred percent (200%) of Total Studio Salaries for a given Profit

Calculation Period.

“Participant” means an Employed natural person.

“Person” means any natural person, sole proprietorship, corporation, partnership of any kind

having a separate legal status, limited liability company, business trust, unincorporated

organization or association, mutual company, joint stock company, joint venture, estate, trust,

union or employee organization or governmental authority.

“Participant Percentage” means, for each Eligible Participant, the percentage calculated from

dividing the Eligible Salary of such Eligible Participant by the Total Studio Salaries for a given

Profit Calculation Period.

“Pro Rata Profit Sharing Amount” means for each Eligible Participant, the product of the

following formula: A x B whereby:

A = the Profit Pool for a given Profit Calculation Period; and

B = the Participant Percentage.

“Qualifying Profit” means the lesser of (i) Net Profit for the Profit Calculation Period; or (ii)

Cumulative Profit.

“Termination Date” means the effective date of the termination of the Participant’s Employment

with the Company, under any Employment agreement between the Company and the Participant

or otherwise.

“Total Studio Salaries” means for a given Profit Calculation Period, the sum of all Eligible

Salaries for such Profit Calculation Period.

“Advertisement” means a Banner Advertisement hosted by the Company.

Section 2. Appointment of Trustee; Creation of Profit Escrow. Upon the Company’s

determination, the Company will create the Profit Escrow and appoint the trustee thereof. The

Company may change the trustee of the Profit Escrow from time to time, but only upon a

majority vote of the voting Members. The Company cannot liquidate or otherwise dispose of the

Profit Escrow except as otherwise set forth in this Policy without the unanimous consent of the

Company’s voting Members.

Section 3. Eligibility. A Participant will be eligible (an “Eligible Participant”) to receive a

Pro Rata Profit Sharing Amount following the 6th consecutive month from such Participant’s

Employment Date; provided, however, that a Participant must be Employed on the last day of the

applicable Profit Calculation Period to be deemed an Eligible Participant for such Profit

Calculation Period.

Section 4. Determination and Payment of Distributable Profits.

(a) Within thirty (30) days after the end of each Profit Calculation Period (the “Current

Profit Calculation Period”) the Company and/or the Company’s accountants will determine for

such Profit Calculation Period, the amount of Net Profit, Excess Profit, Qualifying Profit, and the

Profit Pool. The Company shall promptly deposit any Excess Profit for such Profit Calculation

Period into the Profit Escrow.

(b) Should the Profit Pool for the Current Profit Calculation Period be less than the Profit

Threshold (the “Below Threshold Pool”) and to the extent that the Profit Escrow contains Excess

Profit, the Company shall instruct the trustee to distribute to the Company for the Current Profit

Calculation Period an amount of Excess Profit equal to the difference between the Below

Threshold Pool and the Profit Threshold (the “Profit Gross Up”). The Company shall add the

Profit Gross Up to the Below Threshold Pool and distribute such amount as the Profit Pool for

the Current Profit Calculation Period.

(c) As soon as reasonably practicable, but not later than November 1 of each Current Profit

Calculation Period in which a distribution of the Profit Pool is to occur, the Company shall

announce to all Participants the resulting calculation of the Profit Pool in terms of a total number

of weeks of Total Studio Salaries. By way of example, if Total Studio Salaries for the Current

Profit Calculation Period is $1,000,000 and the Profit Pool is $100,000, then the Company shall

announce that the Profit Pool is 5.2 weeks of Total Studio Salaries ($100,000/($1,000,000/52)).

(d) As soon as reasonably practical, but no later than the second regularly scheduled payroll

date in November of the Current Profit Calculation Period in which a distribution of the Profit

Pool is to occur, the Company will pay to each Participant the Pro Rata Profit Sharing Amount

payable to such Participant as bonus compensation, less all applicable withholdings. All

calculations of the Pro Rata Profit Sharing Amount shall be final and binding on all parties to

this Policy in the absence of manifest error.

Section 5. Section 409A Matters.

(a) It is the intention of Company that this Agreement shall comply with the requirements of

Section 409A of the Code (“Section 409A”). All payments under this Agreement are intended to

be excluded from the requirements of Section 409A or be payable on a fixed date or schedule

under Section 409A. All payments made under this Agreement shall be strictly paid in

accordance with the terms of this Agreement. To the extent that this Agreement is subject to

Section 409A, notwithstanding the other provisions hereof, all provisions herein, or incorporated

by reference, shall be construed and interpreted to comply with Section 409A. Each payment of

compensation under this Agreement shall be treated as a separate payment of compensation for

purposes of Section 409A.

(b) Any payments hereunder shall be paid no later than the fifteenth day of the third month

following the year the Profit Calculation Period ends with respect to which the payment has been

determined.

(c) Notwithstanding anything to the contrary herein, (i) if at the time of Participant’s

“separation from service” with Company, Participant is a “specified employee” (as such terms

are defined in Section 409A and any regulations or other pronouncements thereunder) and the

deferral of the commencement of any payments or benefits otherwise payable hereunder as a

result of such termination of employment is necessary in order to prevent any accelerated or

additional tax under Section 409A, then Company will defer the commencement of the payment

of any such payments or benefits hereunder (without any reduction in such payments or benefits

ultimately paid or provided to Participant) until the date that is six months and one day following

Participant’s separation from service with Company (or the earliest date that is permitted under

Section 409A).

(d) Notwithstanding anything to the contrary in this Agreement, Company shall not make

any deductions for money or property that Participant owes to Company, or offset or otherwise

reduce any sums that may be due or become payable to or for the account of Participant, from

amounts that constitute “deferred compensation” for purposes of Section 409A.

(e) Participant’s right to any “deferred compensation,” as defined under Section 409A, shall

not be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,

attachment, garnishment by creditors, or borrowing, to the extent necessary to avoid tax,

penalties and/or interest under Section 409A.

Section 6. General Provisions.

(a) Severability. If any one or more of the provisions of this Policy shall, for any reason, be

held or found by final judgment of a court of competent jurisdiction to be invalid, illegal or

unenforceable in any respect, (i) that invalidity, illegality or unenforceability will not affect any

other provisions of this Policy and (ii) this Policy will be construed as if such invalid, illegal or

unenforceable provision had never been contained herein, provided, however that if the

invalidity of any part or provision of this Policy shall deprive any party of the economic benefit

intended to be conferred by this Policy, the Company shall in good-faith, develop a structure,

the economic effect of which is as close as possible to the economic effect of this Policy, without

regard to such invalidity.

(b) Nonexclusivity of Rights. Nothing herein will prevent or limit the Participant’s

continuing or future participation in any Compensation Plan or limit or otherwise affect such

rights as the Participant may have under any other contract or agreement with the Company or

rights under applicable mandatory health insurance continuation laws. Vested benefits and other

amounts to which the Participant is or becomes entitled to receive under any Compensation Plan

on or after the Termination Date will be payable in accordance with such Compensation Plan.

(c) Successors; Third Party Beneficiaries.

(i) This Policy is personal to the Participant and, without the prior written consent of the

Company, is not assignable by the Participant. This Policy will inure to the benefit of and be

enforceable by the Participant’s legal representatives (including any duly appointed guardian)

acting in their capacities as such pursuant to applicable law. Notwithstanding anything in this

Policy to the contrary, in the event that an Eligible Participant dies during a given Profit

Calculation Period, the Company shall pay the Eligible Participant’s heirs such Eligible

Participant’s Pro Rata Profit Sharing Amount as if such Eligible Participant was Employed until

the end of the Current Profit Calculation Period during which such Eligible Participant died.

(ii) This Policy will inure to the benefit of and be binding on the Company and its successors

and assigns. The Company will be entitled to assign all of its obligations hereunder to any

successor (direct or indirect and whether by purchase, merger, consolidation, share exchange or

otherwise) to the business, properties and assets of the Company; provided, however, that the

Company will remain liable for the full, timely performance of all the obligations so assigned as

if such assignment had not been made.

(iii) The Company will require any successor (direct or indirect and whether by purchase,

merger, consolidation, share exchange or otherwise) to the business, properties and assets of the

Company substantially as an entirety expressly to assume and agree to perform this Policy in the

same manner and to the same extent that the Company would have been required to perform it

had no such succession taken place.

(iv) Except as expressly provided in this Policy, this Policy is not intended, and shall not be

construed, deemed or interpreted, to confer on any Person not a party hereto any rights or

remedies hereunder.

(d) Amendments; Waivers. This Policy may not be amended or modified except by a

written agreement executed and delivered by the Company pursuant to the affirmative vote of

one hundred percent (100%) of the Company’s voting Members acting in their capacities as such

pursuant to applicable law or (ii) pursuant to the provisions of Section 6(a).

(e) Notices. All notices and other communications required or permitted under this Policy

must be in writing and will be deemed delivered and received (i) if personally delivered or if

delivered by facsimile or courier service, when actually received by the party to whom the notice

or communication is sent or (ii) if delivered by mail (whether actually received or not), at the

close of business on the third (3rd) business day next following the day when placed in the mail,

postage prepaid, certified or registered, if to the Company at the Company’s principal executive

office, and if to a Participant at the address of such Participant as set forth in Company’s records

(or at such other address as the Company may designate to the Participant or as a Participant may

designate to the Company by written notice in accordance herewith).

(f) No Waiver. The failure of the Company or any Participant to insist on strict compliance

with any provision of, or to assert any right under, this Policy will not be deemed a waiver of that

provision or of any other provision of or right under this Policy.

(g) Governing Law; Venue. This Policy will be governed by, and construed in accordance

with, the laws of the State of Washington, without reference to any principles of conflicts of laws

that would cause the laws of any other jurisdiction to apply.

(h) Headings. The headings of Sections and Subsections hereof are included solely

for convenience of reference and shall not control the meaning or interpretation of any of the

provisions of this Policy.

(i) Tax Withholding. Notwithstanding any other provision hereof, the Company may

withhold from amounts payable hereunder all Federal, state, local and foreign taxes that

applicable laws or regulations require it to withhold.

(j) Entire Agreement. This Policy supersedes all prior written and oral agreements among

the parties with respect to the subject matter hereof.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has executed this Policy below as of the date first

above written.

BSCENELIVE.CO SOLE PROPRIETORSHIP