EXECUTIVE PRODUCER AGREEMENT

This Agreement is made as of this the 10th of July 2021, by and between Davinci
Cinema, an Ontario, Canada corporation (herein referred to as “Production
Company") and Lou Tucci (herein referred to as the “Executive Producer") regarding
an investment in a television travel series, tenatively entitled, “Cuba
Unplugged” (wherein referred to as “the Project”), in consideration for acquiring the
right to share in the equity of said Project to be produced by the Production
Company.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of

the mutual promises and covenants exchanged herein, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the Parties
agree as follows:

1. Production and Distribution Arrangements: The Production Company shall

use its best efforts to develop, produce and exploit a “sizzle reel” of said Project and
introduce the Project to third-party broadcasters who may be interested in financing
the development, production and/or distribution of the Project. To that end, the
Production Company shall endeavor to arrange for third parties to distribute and/or
exploit the Project on such commercially reasonable terms as the Production
Company might be able to obtain. The Production Company shall receive no
consideration whatsoever for the services it shall render pursuant to the terms of
this paragraph. Further, the Production Company shall have no obligation to itself
distribute or exploit the Project if it is unable to arrange for third parties to do so.
All funds received by the Production Company with respect to the production of the
Project shall be deposited into an escrow account and shall be distributed in
accordance with the terms of this Agreement.

2. No Deferments of the Project: The Production Company further warrants and

represents that: (i) no deferments have in the past or will in the future be granted to
any person or party which in any way affect the interests of the Executive Producer
described below; (ii) no so-called gross participations in profits have in the past or
will in the future be granted to any person or party which in any way affect the
interests of the Executive Producer described below; and (iii) the Production
Company shall not modify, amend or terminate the attached this Agreement
without first obtaining Executive Producer's prior written consent to do so.

3. Recoupment of Contribution; Percentage Share of Profits. Executive

Producer shall recoup his contribution and the Parties shall share in profits as
follows:
1.1 Executive Producer shall receive his proportionate share of one hundred (100%)
percent of the Unadjusted Gross Operating Funds or “Budget” (as defined in
Paragraph 4 below) from the Budget of the Project until Executive Producer has
recouped one hundred (100%) percent of his investment hereunder;
1.2. Executive Producer shall thereafter receive ten (10%) percent of the Unadjusted
Gross Operating Funds or Budget of the Project in perpetuity over the lifetime
production of the television series

4. Unadjusted Gross Operating Funds or Budget. (a) “Unadjusted Gross

Operating Funds or Budget” shall be defined as all funding received by the
Production Company for the production of the Project to the extent: (i) its non-
refundable; (ii) actually received by the Production Company.

(b) Third Party Profit Participations: The Production Company shall be free to grant
additional profit participation interests to such third parties as it might elect by
first obtaining the Executive Producer's consent thereto, provided, that no such
grant of profit participations may in any way adversely affect the Executive
Producer's profit participations described in sub-paragraphs (a) and (b) above.

5. Executive Producer's Monetary Contribution: The Executive Producer shall

deliver a cashier's check in the amount of $29,510 to the Production Company
payable to the Production Company's Production Account.

(a) Production Controls: Pursuant to the guaranty to complete the Project’s sizzle
Reel, Executive Producer shall have the right to Complete and Deliver the Project,
or to procure the Completion and Delivery of the Project by any other person or
company if the Producer shall fail to do so; and if Production Company fails to
Complete and Deliver the Project by the indicated completion date contained herein
in this Agreement. Moreover, Executive Producer shall have the right and authority
to recoup such additional funding to complete the Project and/or reduce the
Operating Funds or Budget of the Production Company in the Project, as is needed,
in order to complete the Project for delivery and Distribution.

6. Executive Producer Approval Rights: The Executive Producer shall be

actively involved on a regular basis and in a material manner in significant
decisions relating to the development, pre-production, production, post-production,
distribution and other exploitation of the Project’s “sizzle reel”. In this regard, the
Executive Producer shall have the right to approve the final budget, shooting script,
producer, director, lead actors, director of photography and distribution
arrangements for the Project.
7. Budget: It is intended that the direct cash cost budget of the Project be $29,510
inclusive of non-reimbursable overhead and pre-production expenses incurred by
the Production Company (the "Budget Cost”).

8. Return of Unexpended Contributions: If the actual cost of producing the

Project should be less than the Budget Cost set forth in paragraph 5 hereof, the
Production Company shall any such sum remaining to the Executive Producer. Any
monies received by the Executive Producer in accordance with this paragraph 6
shall reduce, dollar for dollar, that amount of money payable to the Executive
Producer in accordance with paragraph 3(a) above.

9. Representations and Warranties: The Production Company hereby represents

and warrants to the Executive Producer that:
(a) Powers and Authority: It is duly incorporated, validly existing and in good
standing. It has the corporate power and all necessary rights and title to enter into
and perform this Agreement and the transactions contemplated hereby or referred
to herein and has taken all necessary action to authorize the entry into and
performance of this Agreement and such transactions.
(b) Legal Validity: This Agreement constitutes a legal, valid and binding obligation
of the Production Company and is in proper form for enforcement against it.
(c) Non-Conflict With Laws: The entry into and performance of this Agreement and
the transactions contemplated hereby do not and will not conflict with: (i) any
existing law or regulation or any official or judicial order, or (ii) its articles of
incorporation, or (iii) any agreement or document to which it is a party or which is
binding upon it or any of its assets. Without limiting the generality of the foregoing,
the Production Company represents and warrants that there are not now any liens,
claims, encumbrances, legal proceedings, restrictions, agreements or
understandings which might conflict or interfere with, limit, derogate from, or be
inconsistent with or otherwise affect any of the provisions of this Agreement or any
of the representations or warranties of the Production Company contained herein,
including without limitation, any government filings, copyright assignments or
other liens, inconsistent herewith or offsets or other costs charged against the
Project by any distributor pursuant to cross-collateralization agreements or
otherwise.
(d) Consents: All authorizations, approvals, consents, licenses, exemptions, filings,
registrations, notarizations and other matters, official or otherwise, required by the
Production Company or advisable in connection with the entry into, performance,
validity and enforceability of this Agreement and the transactions contemplated
hereby the Production Company have been obtained or effected and are in full force
and effect (other than the registration of security interests to be created pursuant
hereto).
(e) Litigation: No litigation, arbitration or administrative proceedings are
threatened or, to its knowledge, pending which call into question the validity or
performance of its obligations hereunder.
(f) Copy Documents: Each copy document delivered to the Executive Producer by or
on behalf of the Production Company under or in connection with this Agreement
and/or any prior negotiation between the Production Company and the Executive
Producer constitutes a true and complete copy of the document of which it purports
to be a copy and all facts, circumstances and other documents which might
materially affect their interpretation have been disclosed in writing to the
Executive Producer.
(g) Material Information: All information which might be material to a person
assuming the obligations and acquiring the rights assumed and acquired by the
Executive Producer pursuant to this Agreement has been disclosed in writing to the
Executive Producer and there are no facts or circumstances which might make such
information misleading or inaccurate.
(h) Survival: The Production Company's warranties, representations and
agreements are of the essence of this Agreement and shall survive the early
termination hereof. None of the Production Company's warranties, representations
or agreements shall in any way be limited by reason of any investigation made by
the Executive Producer or on behalf of the Executive Producer regarding said
warranties, representations or agreements.

10. Indemnification by Production Company: The Production Company shall,

at its own expense, indemnify, save and hold harmless the Executive Producer and
its successors, licensees, assigns, agents, representatives and affiliates from and
against any and all claims, demands, causes of action, obligations, liability, loss,
damage, cost and expenses (including reasonable attorneys' fees), incurred or
sustained by reason of or arising out of any breach or alleged breach of any of the
warranties, representations or agreements herein made by the Production
Company, or from any reliance upon any such warranties, representations or
agreements. If any person or entity shall make any claim or institute any suit or
proceeding alleging any facts, which, if true, would constitute a breach by the
Production Company, of any warranty, representation or agreement herein made,
the Production Company shall give prompt written notice of same to the Executive
Producer and the Production Company shall undertake at its own cost and expense
the defense thereof and shall supply competent and experienced counsel to defend
any such suit or proceeding. The Executive Producer may also engage his own
counsel in connection with any such suit or proceeding.

11. Accounting and Reports by Production Company: (a) The Production

Company shall maintain complete books and records with respect to the
distribution and exploitation of the Project. The Production Company shall render
to the Executive Producer, on a semi-annual basis for the first three years after
initial distribution of the Project, a written statement of monies due the Executive
Producer hereunder, if any ("Executive Producer Statement"), and such Executive
Producer Statement shall be accompanied by remittance of any amount shown to be
due to the Executive Producer thereon. Thereafter, Executive Producer Statements
and payments shall be provided annually for as long as the Project generates net
profits. If any error is made by the Production Company in any Executive Producer
Statement, it may be corrected by the Production Company within two (2) years
thereafter by making any necessary deductions or additions on subsequent
Executive Producer Statements, or at the Production Company's option by
rendering an Amended Executive Producer Statement. (b) The Executive Producer
shall have the right to examine the books and records of the Production Company to
the extent they pertain to the Project. Such examination shall be made during
reasonable business hours, upon reasonable advance written notice, at the regular
place of business of the Production Company where such books and records are
maintained, and shall be conducted on the Executive Producer's behalf and at the
Executive Producer's expense by the Executive Producer's designee. Such
examination shall not be made more frequently than annually and no more than
once with respect to any accounting period or Executive Producer Statement
rendered hereunder. With respect to any accounting period for which an Executive
Producer Statement has been rendered by the Production Company, such
examination shall be permitted only for a period of one year from the date such
Executive Producer Statement was received by the Executive Producer. Executive
Producer's examination shall be limited to those records relating to the Project and
under no circumstances shall the Executive Producer have the right to examine
records relating to the Production Company's business generally or relating to other
motion Projects for purposes of comparison or otherwise.
(c) No action, suit or proceeding arising out of this Agreement or concerning the
Executive Producer Statement or other accounting rendered by the Production
Company hereunder or to the period of time to which such Executive Producer
Statement or accounting relates may be maintained against the Production
Company unless commenced within one (1) year after the date such Executive
Producer Statement or accounting is received by the Executive Producer.
(d) The Production Company shall, upon the Executive Producer's request, avail
itself of any audit right the Production Company might have under any distribution
agreement the Production Company might enter into relating to the Project. The
expenses of such an audit, if not reimbursable by such distributor shall be a
deductible expense under paragraph 2 hereof.

12. Funds Held in Trust: All monies received by the Production Company which
are payable to the Executive Producer in accordance with the provisions of this
Agreement shall be held by the Production Company, in trust, for the sole use and
benefit of the Executive Producer and shall be immediately deposited upon receipt
in a separate interest-bearing bank account naming the Executive Producer as the
beneficiary thereof. The Production Company shall not commingle the monies
payable to the Executive Producer hereunder with other monies of the Production
Company.

13. Relationship of Parties: The Executive Producer and the Production

Company each acknowledge that they are independent contractors and that no
partnership, joint venture, agency or employment relationship has or will be created
by this Agreement..

14. Business Opportunities: Each of the parties acknowledges that this

Agreement relates only to the Project and than none of the parties will in any way
be restricted from any other business activity (including any motion Project
activity), whether or not competitive to the Project, it being agreed that so-called
"corporate and/or joint venture opportunities" or fiduciary opportunities in relation
to any such other activities are hereby waived by each of the parties.

15. Additional Documents: Each of the parties agree to execute any additional
documents which may be required or be desirable to fully effectuate the purposes
and intent of this Agreement or to carry out the obligations of the parties
hereunder, provided that they are not inconsistent with the provisions of this
Agreement.

16. Notices: All notices hereunder shall be in writing and shall be served by
personal delivery to the Executive Producer or the Production Company, as the case
may be, or by registered or certified mail, return receipt request. Any party may
change its address at any time by written notice to the other parties.

17. Assignment: No party hereto shall have the right to assign all or any part of its
right or obligations hereunder without the prior consent of the other party, except
that nothing contained in this sentence shall prevent any party from assigning its
right to receive monies hereunder.

18. Miscellaneous: (a) This Agreement may not be modified except by written
agreement signed by each of the parties hereto.
(b) This Agreement shall in no event be construed as a third party beneficiary
contract and is not intended for the benefit of any person or company whomsoever
except the parties hereto.
(c) No waiver by one party of a breach or default by the other party shall be deemed
to be a waiver of any preceding, continuing or succeeding breach of the same or any
other provision of this Agreement.
(d) Each party acknowledges that no representation or warranty not expressly set
forth in this Agreement has been made or relied upon by the other party, it being
agreed that this Agreement constitutes the entire Agreement of the parties
regarding the subject matter hereof and supersedes all prior Agreements with
respect thereto.
(e) This Agreement has been entered into in the Province of Ontario, Canada and
shall be construed and enforced under and subject to the laws of said Province.

19. Attorneys' Fees: In any action or proceeding between or among the parties
hereto to interpret or enforce any of the provisions hereof, the prevailing party
shall, in addition to any other award of damages or other remedy, be entitled to
reasonable attorneys' fees and costs.

WHEREFORE, the parties have executed this Agreement on the date first above
written:

Executive Producer: ____________________________________________

Lou Tucci

Dated ____________

Production Company: __________________________________________

By It’s President, John Petrella

Dated _____________