MasterWorks Media & Entertainment, LLC 6923 Maynardville Hwy, STE 172 Knoxville, TN 37918 (865) 973-0760 Ph.

(865) 381-0480 Fax.

OPERATING AGREEMENT FOR MASTERWORKS MEDIA & ENTERTAINMENT, LLC March 4, 2010 Amended August 14th 2010

MASTERWORKS MEDIA ENTERTAINMENT, LLC (Masterworks), a Tennessee Limited Partnership Company, has been formed as described hereinafter. The Parties hereto as the Partners and Management of Masterworks, ENTER INTO THIS Operating Agreement as their binding agreement for all purposes permitted to an operation agreement under Tennessee law. Whereas, the parties agree as follows:

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Introduction 1.1 Formation of Limited Partnership. ANTHONY E. VENTUROSO, MARSHALL CARSON, (the Partners) have elected to form a Tennessee Limited Partnership under the laws of the State of Tennessee by filing Certificate of Limited Partnership (the Certificate) for Masterworks Media, LLC (the Company) with the Secretary of State of Tennessee. The Companys business shall be conducted under such name until such time as all the Partners shall hereafter designate otherwise and file amendments to the Certificate in accordance with applicable law. For and in consideration of the mutual covenants contained herein and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree to the terms hereof, as the same may be amended from time to time consistent with the provisions hereof. Company Purpose. The general purposes of the Company are as set forth in the Certificate. The Company may exercise all powers reasonable or necessary to pursue its purposes. In addition, the Company may engage in and do any act concerning any or all lawful businesses for which the Limited Partnership companies may be organized.

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Partners and Partnership Interests 2.1 Names, Addresses and Percentage Interests of Partners; Principal Office. (a) Partners (who are collectively referred to as Partners and individually referred to as Partner), their respective addresses and their respective Percentage Interests in the Company are set forth on Exhibit A, attached hereto and made a part hereof.

Partner Agreement Draft March 4, 2010 Amended August 14,, 2010

(b) The principal office of the Company shall be as stated in the Certificate, or as the Manager may otherwise determine. 2.2 Capital Accounts. An individual capital account (the Capital Account) shall be established on behalf of each Partner. The Capital Account of each Partner shall consist of (i) the amount of profits, income or gain allocated to such Partner in accordance with the Partners Interest listed in Exhibit A. (ii) the amount of any cash, securities or promissory notes issued to the Company and allocated to such Partner in accordance with the Partners Interest listed in Exhibit A. (iii) Partners shall share equally in any losses sustained by the Company. Capital Account Withdrawal. Each Partner shall have the right to withdraw cash from their Capital Account. In the event the Capital Account consists of either promissory notes or securities, the Partner can designate or assign their interest by providing written notice to the Managing Partner indicating such assignment. Admission of Capital. In order to obtain funds or for other business purposes, capital may be contributed to the Company, but only upon written consent of all Partners. Admission of Additional Partners. Admission of any additional Partner(s) shall require the written consent of all Partners then having an Interest in the Company; and admission of such additional Partner(s) may result in a dilution of the Interests of the then Partners. Limitation on Liability. No Partner or Manager (as hereinafter defined) shall be liable under a judgment, decree or order of the court, or in any other manner, for a debt, obligation or liability of the Company, except as provided by law or as specifically provided otherwise herein. No Partner shall be required to loan any funds to the Company. No Partner shall be required to make any contribution to the Company by reason of any negative balance in a Partners Capital Account create any liability on the part of the Partner to any third party. No Partner Responsible for Other Partners Commitment. In the event that any Partner (or any of such Partners affiliates) has incurred any indebtedness or obligation prior to the date hereof that relates to or otherwise affects the Company, neither the Company nor any other Partner shall any liability or responsibility for or with respect to such indebtedness or obligation unless such indebtedness or obligation is assumed by the Company pursuant to a written instrument signed by all Partners.

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No Individual Authority. No Partner acting alone shall have any authority to act for, or to undertake or assume any obligation, debt, duty or responsibility on behalf of any other Partner or the Company. Devotion of Time. All Partners shall devote reasonable efforts towards advancing the business plans of the Company.

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Management and Control of Company. 3.1 Management Vested in Manager. Management of the Company shall be vested in one (1) or more managers, who may be elected by the Partners annually or by special meeting of the Partners. All powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Manager.. Powers of Manager. Upon obtaining prior written approval from the Partners, the Manager(s) shall have the power and authority, on behalf of the Company and subject to the limitations set forth hereinafter; (a) to acquire property or equipment from any person or entity as the Manager(s) may determine.

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Partner Agreement Draft March 4, 2010 Amended August 14,, 2010

(b) To open bank and brokerage accounts in the name of the Company. (c) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company. (d) To execute on behalf of the Company all instruments, agreements and documents necessary to procure the business of the Company. (e) to do and perform all other acts as may be necessary or appropriate to the conduct of the Companys business. 3.3 Initial Manager. The initial Manager and CEO of the Company shall be Anthony E, Venturoso, who shall serve as Manger and CEO until such time as their successor shall be elected.

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Partner Meetings. Partners meetings will be held quarterly. All discussions will be recorded by the appointed secretary. All discussions will be recorded for historical purposes. All decisions involving the partnership operating agreement will be a vote basis utilizing Roberts Rule and be recorded as resolutions. In the event of stalemate the acting managing partner will cast the deciding vote.

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Company Expenses 4.1 Reimbursement of Expenses. Any Partner shall be entitled to reimbursement from the Company of all expenses of the Company reasonably incurred and paid by such Partner on behalf of the Company. Any reimbursement pursuant hereto shall be treated as an expenditure of the Company and shall not be treated as distribution to the reimbursed Partner. Organization Expenses. The Company shall pay all expenses incurred in connection with the formation, organization and administration of the Company, this shall include without limitation, reasonable fees of legal counsel, accountants, income taxes, sales taxes, licensing, permits and other like expenses.

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Accounting and Records 5.1 Records and Accounting. The books and records of the Company shall be kept at the expense of the Company in accordance with the accounting methods elected to be followed by the Company for federal income tax purposes. The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Companys business. The Manager shall maintain and preserve, during the term of the Company, and for five (5) years thereafter, all such books and records. The financial reporting of the Company for federal income tax purposes shall be the calendar year. Access to Accounting Records. The Manager shall maintain all books and records of the Company. Each Partner, and the Partners duly authorized representative, shall have access to them and a right to inspect and copy them at reasonable times upon request.

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Allocations; Distributions and Interests. 6.1 Allocation of Net Profits, Net loss or Capital Gains. The net income, net loss or capital gains of the Company for each fiscal year of the Company shall be allocated to the Partners, pro rata in accordance with their Percentage Interests. Distribution of Available Cash. Periodically, but not less frequently than annually, the available cash of the Company, if any, shall be distributed to the Partners in accordance with their Percentage Interest. For any fiscal year, available cash of the Company need not be

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Partner Agreement Draft March 4, 2010 Amended August 14,, 2010

distributed to the extent that such cash is required for a reasonable working capital reserve for the Company. 6.3 Distribution Upon Liquidation. Upon liquidation of the Company (or any Partners Interest), liquidating distributions will be made in accordance with the positive Capital Account balances of the Partners. Liquidation proceeds will be paid within sixty (60) days after the date of liquidation.

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Dissolution; Transfer and Termination 7.1 Dissolution. The death, retirement, resignation, bankruptcy or dissolution of a Partner, or the occurrence of any other event which terminates the continued Partnership of a Partner in the Company (a Dissolution Event), shall dissolve the company and shall trigger a Liquidation of each Partners Capital Accounts as described in Section 6.3 of this Agreement. Transfer and Assignment of Partners Interest. No Partner shall be entitled to assign, convey, sell, encumber or in any way alienate all or any part of the Partners Interest in the Company except with prior written consent of all other Partners. Termination of the Company. The Company shall be dissolved, its assets shall be disposed of, and its affairs wound up on the first to occur of the following: (a) A determination by all of the Partners that the Company should be dissolved. (b) The occurrence of a Dissolution Event. (c) Sale of all or substantially all of the assets of the Company outside of its ordinary course of business.

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Miscellaneous

8.1

Complete Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous agreements, discussions, representations, warranties or other communications. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting any term or provision of this Agreement. Notices. Any notice to be given or to be served upon the Company or its Partners in connection with this Agreement must be in writing and will be

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Partner Agreement Draft March 4, 2010 Amended August 14,, 2010

deemed to have been given and received when delivered to the address of the Partner specified in Exhibit A of this Agreement. 8.6 Severability. If any provision of this Agreement shall be declared void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby. Confidentiality. Each party hereto agrees that, except with the prior permission of the other party, it shall at all times keep confidential and not divulge, furnish or make accessible to anyone any information or knowledge relating to (a) any provisions of this Agreement, (b) any discussions or negotiations relating to this Agreement and (c) the identity of the parties to this Agreement, except as required by law or any regulatory agencies. The parties hereto further agree that there shall be no press release or other public statement issued by either party relating to this Agreement or the transactions contemplated hereby, unless the parties otherwise agree in writing.

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IN WITNESS WHEREOF, the Partners and Managers have caused this OPERATING AGREEMENT FOR MASTERWORKS MEDIA & ENTERTAINMENT, LLC to be executed and delivered by the undersigned as of the day and year set forth opposite their signatures.

Anthony E. Venturoso
Anthony E, Venturoso Managing Partner, CEO

August 14, 2010

Date: August 14, 2010

___________________________ Marshall Carson President and COO

Date: August 14, 2010

Partner Agreement Draft March 4, 2010 Amended August 14,, 2010

EXHIBIT A

Anthony E. Venturoso 200 Pond Street Franklin, MA 02038 Ownership Interest equals fifty-percent (50%)

Marshall Carson 717 Tate Trotter Rd. Powell, TN 37849 Ownership Interest equals fifty -percent (50%)

Partner Agreement Draft March 4, 2010 Amended August 14,, 2010