THE HENRY POOLE IS HERE THEME SONG CONTEST

TERMS AND CONDITIONS

NO PURCHASE NECESSARY to enter OR WIN THE HENRY POOLE IS HERE THEME SONG CONTEST (“MUSIC Search”).

Entry constitutes your acceptance of these Terms and Conditions.

ENTRY DATES: Music Search begins May 23, 2008 at 12:01 am Eastern Time (“ET”) and ends June 22, 2008 at 11:59 pm ET (“Submission Period”).

WHO MAY ENTER: Music Search is open only to “unsigned” singers, bands or acts that consist of no more than five (5) members (“Applicant”) who are all legal residents of the 50 United States or the District of Columbia, age 18 and older (if the legal age of majority in a Applicant’s jurisdiction is different than 18, such Applicant must be of the legal age of majority in his/her jurisdiction and at least 18 to be eligible to enter). For the purpose of this Music Search, Applicant cannot be signed by a publishing company, record label or other entity to render recording services and/or have agreed to provide rights in and to musical compositions or recordings to such company, label or entity (the forgoing applies to all members of the band). Singers or bands that write, produce and release music on their own and are self-published may be considered unsigned bands, as Promoters Parties (defined below) determine in their sole discretion. Employees (and their immediate families (spouse, parent, child, sibling and their respective spouses, regardless of where they reside or those living in the same households, whether or not related) of Overture Films, LLC, Lakeshore Entertainment Group LLC, and Lakeshore Records LLC (collectively, Promoters”), and their respective parents, affiliates, subsidiaries, prize supplier(s), distributors and advertising and promotion agencies (collectively, “Promoter Parties”) are not eligible to enter or win. Void where prohibited by law. Music Search is subject to all applicable federal, state and local laws.

MUSIC SEARCH ENTRY/OBJECTIVE: The objective of the Music Search is for each Applicant to write, perform and record a song original to Applicant titled “Henry Poole is Here” that (i) includes the words “Henry Poole is Here” and (ii) is consistent with and contains the themes of the movie “Henry Poole is Here,” namely the themes of faith, love, hope and miracles (the “Song”). The Song should be no longer than four (4) minutes in length.

HOW TO ENTER: If Applicant is a band, such band must choose one (1) band member to submit the Song on its behalf. Such individual will be the contact person for the band and authorized to make all decisions on behalf of the band with respect to this Music Search. The singer or band members performing in the Song must be the same singer or band members who would receive prize (as determined by Promoters), if such singer or band is determined to be the winning Applicant. During the Submission Period, visit www.myspace.com/henrypooleishere (“Website”), follow the instructions provided to complete the entry form and upload your Song (the entry form and Song and any other materials or information provided by an Applicant in this Music Search shall hereinafter collectively be referred to as the “Submission”). Only audio files will be accepted. Audio file must be 10MB file format (in either of the following: .aac- Advanced Audio Coding File; .aif-Audio Interchange File Format; .iff-Interchange File Format; .m3u-Media Playlist File; .mid-MIDI File; .midi-MIDI File; .mp3-MP3 Audio File; .mpa-MPEG Audio File; .ra-Real Audio File; .ram-Real Audio Media; .wav-WAVE Audio File; or .wma-Windows Media Audio File). Submissions may only be submitted online at the Website and must be received by 11:59 pm ET on June 22, 2008 to be considered. Limit one (1) Submission per Applicant and per email address for the entire Submission Period. Submissions received from any Applicant or email address after the first Submission received from that Applicant or email address will be void. Incomplete Submissions, including but not limited to those Submissions that do not address the requirements set forth in these Terms and Conditions, will not be eligible for the judging. Proof of sending does not constitute proof of actual receipt by Promoters for purposes of these Terms and Conditions.

By making a Submission, Applicant hereby grants to Promoters a royalty free, irrevocable, perpetual and worldwide license to use and display the Submission in any and all media (now know or unknown), including on Promoters’ website, www.myspace.com/henrypooleishere, third party websites and otherwise use the Submission in accordance with these Terms and Conditions, without compensation of any kind or further notice to or approval from Applicant or any third party. Promoter Parties are not responsible for any unauthorized third party use of any Submission. Promoter Parties do not guarantee that any Submission made will be posted.

Submission must be the original work of the Applicant, may not have been previously published by any publisher or distributed by any record label (and may not be subject to the rights of any of the forgoing parties), may not have won previous awards, and must not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity. Prior to making a Submission, Applicant must obtain any and all releases and consents from any performers, musicians, producers and other parties necessary to permit the use and exhibition of the Submission by Promoters in the manner set forth in these Terms and Conditions. Promoters reserve the right to request proof of these permissions in a form acceptable to Promoter from any Applicant at any time and, at its discretion, to disqualify any Submission they determine, in their discretion, fails to satisfy any of the above requirements.

Submissions must comply with the following content guidelines:

Content cannot promote any activities that may appear unsafe or dangerous;
Content cannot be obscene or offensive, endorse any form of hate or hate group;
Content cannot defame, misrepresent or contain disparaging remarks about Promoters, their products or other people or companies;
Content cannot contain any material that infringes on the intellectual property rights of any third party, such as trademarks owned by others (except, for the words “Henry Poole is here”) or advertise or promote any third party brand or product of any kind, or contain any personal identification, such as license plate numbers, personal names, e-mail addresses or street addresses;
Content cannot contain copyrighted materials owned by others (including recordings, sampling or “scratching,” and other works published or used on or in websites, television, movies or other media);
Content cannot contain materials embodying the names, voices, or other indicia of, or identifying, any person, living or dead, except as permitted in these Terms and Conditions;
Content cannot communicate messages or images inconsistent with the positive images and/or goodwill to which Promoters wish to associate; and
Content cannot depict acts or situations, and cannot itself be, in violation of any law or otherwise.

Promoters reserve the right to disqualify any Submission for any reason, in their sole and absolute discretion, including their determination in their sole discretion that a Submission fails to satisfy any of the above requirements.

JUDGING: There will be two (2) rounds of judging: (i) Round 1 and (ii) Round 2.

Round 1: During the Submission Period, all eligible Submissions received will be judged by a panel of judges to determine the top scoring five (5) Submissions based on the following criteria: 1) musicianship; 2) creative integration of the words “Henry Poole is here” into Song; 3) adherence to themes of faith, love, hope and miracles and 4) commercial accessibility. The judges, in their sole discretion, will select five (5) Submissions that will advance to Round 2 as finalists (each, a “Finalist”). Promoters reserve the right to select fewer than five (5) Finalists if, in their sole and absolute discretion, they do not receive a sufficient number of eligible and qualified Submissions.

Round 2: Finalists’ Submissions will be featured at www.myspace.com/henrypooleishere or as otherwise permitted in these Terms and Conditions between 12:01 am ET on July 8, 2008 and 11:59 pm ET on July 14, 2008 (“Voting Period”). During the Voting Period, individuals who are at least 14 years of age will be invited to visit www.myspace.com/henrypooleishere to select the Submission they would like to see selected as the Submission used by the Promoters (as detailed below). Limit one (1) vote per person and per email address per day during the Voting Period. Subsequent votes received on any given day from any person or email address after the first vote received from that person or email address on that day will be void. Finalists are prohibited from obtaining votes by any fraudulent or inappropriate means, including, without limitation, offering prizes or other inducements to members of the public, as determined by Promoters in their sole discretion. Use of script, macro or any automated system to vote or with the intent to impair the integrity of the voting process is prohibited and all such votes will be void.

Promoters will give good faith and meaningful consideration to the Finalist Submissions that receive the highest number of votes during the Voting Period; however, Promoters reserve the right to use any one or more of the Finalist Submissions for production of the music video.

Judges’ and Promoters’ decisions are final and binding on all matters.

Applicants who are potential Finalists will be required to execute and return an Affidavit of Eligibility and Liability and, unless prohibited by law, Publicity Release (“Affidavit/Release”) as well as any other documents including, without limitation, an Assignment of Copyright and Certificate of Authorship which may be required by Promoters, all of which must be completed and/or received fully-executed within three (3) days of date printed on notification or winner may be disqualified. Finalists agree to a background check, and understand that no further notice is required to be provided to them by Promoters. Factors that would result in disqualification as a Finalist include, without limitation, or having been charged with or convicted of a felony or misdemeanor, being delinquent on a government ordered payment, such as child support, spousal support, alimony, tax payments, etc.

NOTIFICATION: The Applicant selected for participation in the music video (“Selected Applicant”) will be determined on or about July 15, 2008, and will be notified by mail, telephone and/or email thereafter. Selected Applicant may be required to execute any further documents which may be required by Promoters, or their licensees and assignees, and all documents must be received fully-executed within three (3) days of date printed on notification or Selected Applicant may be disqualified. In the event it is determined that Selected Applicant has not complied with these Terms and Conditions, Promoters are unable to contact Selected Applicant within a reasonable time period, Selected Applicant has failed to execute and return any required documents within the specified time period, has made false statements or prize notification is returned as undeliverable, then such Selected Applicant’s Submission will be disqualified. Should Selected Applicant make any false statement(s) in any document required by Promoters, Selected Applicant will be disqualified and required to promptly return to Promoters his/her prize (or equivalent value). If Selected Applicant is disqualified for any reason, at Promoters’ discretion, a runner-up Finalist may be declared the alternate Selected Applicant, at Promoters’ and judges’ sole discretion.

PRIZE & APPROXIMATE RETAIL VALUE (“ARV”): A trip for Selected Applicant (up to five (5) members in total) (as applicable) to Los Angeles, CA (on dates to be determined by Promoters) to shoot a music video for the winning Song directed by Mark Pellington; Song and music video may also be featured in the Henry Poole is Here DVD and in any and all other media (now know or unknown), at the discretion of the Promoters. Note: if Selected Applicant is only one (1) individual he/she may bring one (1) guest to accompany him/her on trip. Guest will not be permitted to participate in shooting the music video and will not be featured in the music video. (Approximate Retail Value (“ARV”): up to $7,500 (ARV per band member/individual: $1,500 – as applicable). Actual value of trip may vary depending on point of departure and number of band members (as applicable). Trip consists of: round-trip coach air transportation for singer or each member of the band (as applicable) to Los Angeles from a major U.S. gateway airport nearest Selected Applicant’s primary city, 2 nights standard, double/triple occupancy hotel accommodations for up to five (5) band members (as applicable) (up to two (2) rooms) and selected ground transportation in Los Angeles. Exact details of video shoot shall be determined by Promoters or their licensees or assignees in their sole discretion. Promoters may, at their sole discretion, ask Selected Applicant to appear in the music video; however, Promoters are not obligated, and do not guarantee that Selected Applicant will be asked to appear in the music video and/or be included in the music video’s final cut. If Promoters do require Selected Applicant to appear in music video, Selected Applicant will be required to sign additional documents required by Promoters. Failure of Selected Applicant to sign and return such documents or otherwise comply with all instructions provided by Promoters with respect to the music video may result in disqualification and Promoters will have no further obligation to such Selected Applicant. In addition, Selected Applicant will not receive any additional compensation or credit for appearance in the music video or for the rights granted and Promoters’ use of his/her performance likeness, photograph, voice, biographical information, name or Song in connection with Promoters’ use of the music video. All federal, state and local taxes and any other incidental costs and expenses associated with prize acceptance and use, including, but not limited to additional transportation, meals, gratuities and souvenirs are the sole responsibility of the Selected Applicant. Selected Applicant(s) and guest (if applicable) must comply with any security procedure(s), measures and rules and regulations imposed by representatives/crew video shoot. Failure to do so may result in forfeiture of prize. Promoters do not guarantee the opportunity to shoot a music video or that the music video and/or Song will be featured in the “Henry Poole is Here” DVD or otherwise be used or distributed. If the video shoot is postponed or canceled for any reason, the Promoters shall have no further obligation to Selected Applicant other than to supply a trip to Los Angeles minus the video shoot portion of the prize. Exact nature (including length and time) of video shoot will be determined by Promoters or their licensees or assignees in their sole discretion. Travel arrangements must be made through Promoters’ agent and on a carrier of Promoters’ choice. Selected Applicant must travel on dates specified by the Promoters or forfeit all rights to the prize. Promoters reserve the right to have Selected Applicant(s) and guest (if applicable) travel together on the same itinerary. Selected Applicant(s) and guest (if applicable) are responsible for obtaining proper documentation prior to travel. No prize substitution is permitted, however, Promoters reserve the right to substitute prize (or portion thereof) with one of comparable or greater value, at their sole discretion. Guest must be of legal age of majority in his/her jurisdiction of residence (and at least 18) and must execute and return a liability/publicity release. Prize is nontransferable and may not be redeemed for cash. All federal, state and local taxes associated with prize acceptance and use are the sole responsibility of Selected Applicant. For purposes of IRS 1099-Misc Form tax reporting, if the Selected Applicant consists of more than one person the retail value will be divided equally among all members. Selected Applicant is not a recipient of prize until Selected Applicant has been verified as the Selected Applicant by the Promoters or judges. Upon fulfilling prize, Promoters will be deemed to have awarded the prize to the Selected Applicant and Selected Applicant assumes full responsibility for prize. All prize details are at the Promoters’ sole discretion.

GENERAL CONDITIONS: Prize acceptance constitutes permission (except where prohibited by law) to use Applicants’ names, recording on video, likenesses, performances, prize won, photographs, statements and biographical information (all at Promoters’ discretion) for future advertising, publicity and other purposes in any and all media now or hereafter devised throughout the world in perpetuity, without additional compensation, notification or permission. Promoter Parties and their respective officers, directors, agents, representatives and employees (collectively, “Released Parties”) are not responsible for lost, late, misdirected, damaged, stolen, altered, garbled, incorrect, incomplete, delayed or undelivered Submissions; all of which will be void. Released Parties are also not responsible for problems uploading or downloading any Music Search-related information or materials from the Website or for any other technical malfunctions of electronic equipment, computer online systems, servers, or providers, computer hardware or software failures, phone lines, failure of any Submission to be received by Promoters on account of technical problems, traffic, congestion on the internet or the Website, or for any other technical problems including telecommunication, miscommunication or failure, and failed, lost, delayed, incomplete, garbled or misdirected communications which may limit Applicant’s ability to participate in this Music Search. Released Parties are not responsible for any other errors or malfunctions of any kind, whether network, printing, typographical, human or otherwise relating to or in connection with the Music Search, including, without limitation, errors or malfunctions which may occur in connection with the administration of the Music Search, the processing or judging of Submissions, the tabulating of votes, the incorrect uploading of Songs, the announcement of prize or in any Music Search-related materials. Promoters reserve the right to modify, suspend or terminate the Music Search in the event it becomes infected by a computer virus or is otherwise technically impaired, and to cancel or suspend the Music Search in its entirety should tampering, unauthorized intervention, fraud, technical failures or other causes corrupt the administration, security, fairness, integrity or proper play of the Music Search and, if terminated, at Promoters’ discretion, determine the winning Applicant using all non-suspect, eligible Submissions received up to time of cancellation using the judging procedure outlined above. In the event of a dispute regarding online Submissions received from multiple users having the same e-mail account, the authorized subscriber of the e-mail account at the time of Submission will be deemed to be the Applicant and must comply with these Terms and Conditions. Authorized subscriber is the natural person who is assigned the e-mail address by the Internet Service Provider (ISP), online service provider, or other organization responsible for assigning e-mail addresses. Promoters reserve the right at their sole discretion to disqualify any individual it finds to be tampering with the Submission process or the operation of this Music Search or any website (including the Website), intending to annoy, abuse, threaten or harass any other Applicant, Promoters or any of their representatives or to otherwise be acting in violation of these Terms and Conditions and void all associated Submissions. CAUTION: Any attempt by an Applicant to deliberately damage any website or undermine the legitimate operation of the Music Search is a violation of criminal and civil laws. Should such an attempt be made, the Promoters reserve the right to seek damages from any such Applicant to the fullest extent permitted by law and to disqualify such Applicant from the Music Search.

By making a submission, Applicant acknowledges and agrees that Promoters may obtain many submissions under this Music Search and that such Submissions may be similar or identical in theme, idea, format or other respects to others submitted under this Music Search and/or other promotions staged and/or sponsored by the Promoters, and waive any and all claims Applicant may have had, may have, and/or may have in the future, that any similar submission, Song and/or other works accepted, reviewed and/or used by the Promoters (or their respective designees) may be similar to Applicant’s Submission. Applicant acknowledges and agrees that the Promoters do not have now, nor shall they have in the future, any duty or liability, direct or indirect, vicarious, contributory, or otherwise, with respect to the infringement or protection of any copyright in and to Applicant’s Submission.

ASSIGNMENT OF RIGHTS: If selected as the winning Applicant, the Submission including, without limitation, the music, lyrics and recording, shall be a “work made for hire” (as that term is used in the United States Copyright Act) for Promoters, and Promoters are the sole and exclusive owners and authors, in perpetuity and throughout the universe, of all right, title and interest in and to the Submission, including without limitation all copyrights in and to the Submission (and all renewals and extensions thereof now or hereafter provided by law) and all the rights therein and thereto, and may exploit the Submission (and all rights therein) in any manner throughout the world without restriction or payment, notice to, or approval from Applicant. Promoters shall be free to assign all or part of Submission to third parties. Without limiting the binding effect of any of the foregoing provisions, in the event that any part of the Submission is not deemed to be a “work made for hire” for Promoters, then Applicant, if selected as winning Applicant, hereby irrevocably and exclusively grants and assigns to Promoters (or, if any applicable law prohibits or restricts such assignment, Applicant, if selected as winning Applicant, hereby grants to Promoters an irrevocable, perpetual, royalty-free, transferable license of) unlimited right, title and interest in and to such Submission, including, without limitation, all rights of every kind and nature including, without limitation, the right to edit, modify, alter, combine with other works (and all copyrights therein and thereto and all renewals and extensions thereof), throughout the universe, in perpetuity, for all purposes, in any and all media, whether now known or hereafter devised.

MISCELLANEOUS CONDITIONS: By participating in the Music Search, Applicants (i) agree to be bound by these Terms and Conditions, including all eligibility requirements, and (ii) agree to be bound by the decisions of Promoters and judges, which are final and binding in all matters relating to the Music Search. Failure to comply with these Terms and Conditions may result in disqualification from the Music Search. Promoters reserve the right to permanently disqualify any person they believe has intentionally violated these Terms and Conditions and void all associated Submissions.

RELEASES: By entering the Music Search, Applicants agree to release and hold harmless the Released Parties from all claims, liability or damage caused or claimed to be caused, in whole or in part, directly or indirectly, in connection with participation in this Music Search, or acceptance or use of prize (including any travel or activity related thereto or filming of the music video, if any), the administration of the Music Search, the operation of any website (including the Website) or Released Parties’ use of any of the rights granted herein (including any claims arising out of the use of third party content). Released Parties assume no responsibility for the conduct of any Applicant or the responses of anyone appearing in any Submission.

Arbitration and Choice of Law: Applicants agree that (a) any and all disputes, claims and causes of action arising out of, or connected with, the Music Search or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Los Angeles County, California, USA; (b) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Music Search and in no event shall Applicants be entitled to receive attorneys’ fees or other legal costs; and (c) under no circumstances will Applicants be permitted to obtain awards for, and Applicants hereby waive all rights to, claim punitive, incidental and consequential damages and any other damages, other than out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. In no event shall Applicants seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain exploitation of Music Search of any advertising or other materials issued in connection therewith, including, but not limited to, any Submission, or any other exploitation thereof.

All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, Applicants’ rights and obligations, or the rights and obligations of the Promoters in connection with the Music Search, shall be governed by, and construed in accordance with, the laws of State of California, without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than State of California.

Selected applicant’s NAME: If you would like the Selected Applicant’s name(s), it will be available after August 8, 2008 on www.myspace.com/henrypooleishere.

PROMOTERS: Overture Films, LLC, 9242 Beverly Blvd., Suite 200, Beverly Hills, CA 90210; and Lakeshore Records LLC and Lakeshore Entertainment Group LLC, 9268 West Third Street, Beverly Hills, CA 90210.