Peace Arch Entertainment Group (PAE)

Purchase Price

Subject to any adjustments pursuant to Section 3.5, the amount payable by the Purchaser for the Purchased Shares, exclusive of all applicable Taxes, shall be $2,400,600.00 (the “Purchase Price”), which shall be allocated as follows:

(a)

$600,600 (the “Whitleyco Purchase Price”) to Whitleyco; and

(b)

$1,800,000 (the “SNI Purchase Price”) to SNI.

Purchase Price

The consideration to be paid by the Purchaser for the Purchased Shares shall be an amount (the “Purchase Price”) that is not less than $9,000,000 and not more than $11,000,000 (such amount to be irrespective of any and all amounts required to be withheld as a withholding tax or for any other reason under applicable Law) calculated as follows: $10,000,000 plus or minus (as applicable) an amount equal to five (5) times the 2006 Audited EBITDA minus the 2005 EBITDA.  The Purchase Price shall be paid as set out in Section 3.3 below.  

Purchase Price

The consideration to be paid by the Purchaser for the Purchased Shares shall be equal to an amount calculated as follows: five (5) times the Normalized EBITDA for the Corporation’s three fiscal years ending 2004, 2005 and 2006, less $298,084, provided that the Purchase Price shall not be greater than $7,701,916 or less than $6,701,916, subject to determination and adjustment as set out in Section 7 hereof (the “Purchase Price”).