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THIS THIRD AMENDMENT TO JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into to be effective as of the 30 th day of May, 2011 (“Effective Date”), by and between ADELMAN ENTERPRISES, INC., a Delaware corporation (“AE”) and MENACHE, LLC, a Delaware limited liability company (“Menache”), with reference to the following facts:




WHEREAS , AE and Menache are parties to that certain Joint Venture Agreement, dated April 24, 2010, as amended by that certain First Amendment thereto dated October 20, 2010 and the Second Amendment thereto dated November 24, 2010 (collectively, the “Joint Venture Agreement”) (capitalized terms not otherwise defined herein shall have the respective meanings ascribed to such terms in the Joint Venture Agreement); and


WHEREAS , in accordance with the Joint Venture Agreement, the parties have formed Menache Adelman, LLC, a Delaware limited liability company (the “Company”); and


WHEREAS , AE and Menache desire to amend the Joint Venture Agreement in accordance with the terms hereof to extend the date by which the Initial Funding must be contributed to the Company by AE in order to avoid the consequences described in Section 6.2 of the Joint Venture Agreement.


NOW, THEREFORE , in consideration of the foregoing recitals and the agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


1.  Section 6.1 – Capitalization .  Section 6.1 of the Joint Venture Agreement is hereby deleted in its entirety, and the following provision is substituted in lieu thereof:


“As consideration for the 40% ownership of Menache Adelman, Adelman Enterprises has agreed to fund the development of the Technology such that such Technology becomes ready for use on a motion picture (“Funded Development”); provided however that it is anticipated that the amount contributed by Menache Adelman shall be Three Million Five Hundred Thousand Dollars ($3,500,000).  As soon as practicable following the execution of this Agreement, AE will first pay the amount of Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($66,667) to Alberto Menache as an independent contractor for his consulting services for the development of the Anthus Channel as it pertains to integrating motion capture into television programming (“Alberto Payment”).  AE will then contribute the amount of Three Hundred Fifty Thousand Dollars ($350,000) to the Company (“Company Initial Funding”) so that the initial work can commence on prototypes of the Technology.  The Alberto Payment and the Company Initial Funding shall be referred to herein as the “Initial Funding”.





Notwithstanding anything to the contrary in this Agreement, it is further a

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