UNANIMOUS WRITTEN CONSENT

INLIEUOFTHEFIRSTl^EETING

OFTHE

BOARDOFDIRECTORS

OF

SCREEN CEMSDISTRIBUTION,INC.

The undersigneds being all ofthe directors of Screen Gen s Distribution, Inc.,aDelaware

corporation the ^^Corporation"), hereby t^anin^ously consent to and take the following actions

withoutan^eeting pt suant to Section 141of the General Corporation Law of the State of

Delaware, and hereby direct that this written consent be placed with the minutes of the

proceedings ofthe Board ofDirectors ofthe Corporation:

WHEREAS,the Certificate ofhtcorporation for the Corporation has been issued by the Secretary of State ofDelawareonJune 19, 007^

NOW,T^HEREFORE, BE ITRESOLVED that the following actions are hereby consented to and adopted:

L Incorporation.

RESOLVED, that all actions heretofore taken on behalf of the Corporation by the Incorporator are hereby ratified and affim^ed^

FURTHER RESOLVED, thatacertified copy of the Certificateofh^corporation be inserted by the Secretary of the Corporation in the corporate n inute book and kept at the principal office for the transaction ofbusiness ofthe Corporation.

^^or^lgl^^^^o^^^^ir^o^.d^l

2. Bylaws.

RESOLVED,that the ByLaws, in the form presented to the directors for approval, are hereby adopted as the By Laws of the Corporations

FURTHER RESOLVED, d at the ByLaws be authenticated as such byaCertificate of the Secretary of the Corporation and inserted as so certified in the corporate n inute book, and thatacopy of said ByLawssin^ilarly certified be kept at the principal office for the transaction ofbusiness ofthe Corporation.

^. Fomt of Share Certificate.

RESOLVED, that the fom^ of share certificate attachedhereto as E^ ib i tA i s hereby adopted as the form of certificate for the comn^on shares of the Corporation, and no certificate for shares shall be issued unless properly authorised and executed in accordance with the Certificate oflncorporation and the ByLaws of the Corporation.

4 Seal

RESOLVED, that the form of seal for the Corporation impressed on this page is hereby adopted as the corporate seal of the Corporation:

^. Receipt of Capital.

RESOLVED, that the subscription for one hLtndred (100) shares of Condon Stock, withoutparvalue,oftheCorporationbyCOLU^IAPICTURES INDUSTRIES, INC, attached hereto is accepted, and the amotmt in full value of the consideration recited therein is hereby approved. The Corporation having received the consideration recited, the officers of the Corporation are hereby authorised and directed to sell and issue to COLUMBIA PICTURES INDUSTRIES,INC.,acertificate for the shares therein subscribed.

FURTHER RESOLVED, that upon the issuance of the certificate in accordance with these resolutions and receipt of payment therefor, the shares for which payment is received shall be validly issued, fully paid and non assessable shares of the Corporation.

^^or^lgl^^^d^^^dir^^^.d^l

^. Transfer A^ent.

RESOLVED, that in accordance with the applicable provisions of the By-Laws of the Corporation, the Corporation shall have no agent for transfer of its shares. Instead, the Secretary of the Corporation shall perform all functions on behalf of the Corporation in connection with the transfer of shares.

7. Fiscal^ear.

RESOLVED, thatthefiscalyearoftheCorporationshall end on ^arch^l of each year

8 Election ofDirectors.

RESOLVED, that in accordance with Sections.2 of the By-Laws of the Corporation, the authorised number of directors of the Corporation shall be three until changed by resolution of the shareholders or the Board ofDirectors from time to time.

9. Election of Officers.

RESOLVED, that the following persons are hereby elected to serve in the capacities set forth opposite their respective names until the next annual meeting ofthis Board ofDirectors or until their respective successors have been duly elected and qualified:

President Executive Vice President, General Counsel and Secretary Executive Vice President and ChiefFinancial Officer Executive Vice President, Litigation, and Assistant Secretary Executive Vice President, Legal Affairs, and Assistant Secretary Senior Vice President andTreasLtrer Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary Assistant Secretary AssistantTreasurer

Clint Culpepper Leah Weil DavidCHendler Leonardo.Venger Dennis R.Nollette Simon R.Baker Sharon A. Borak DinaWiggins l^ichaelJ.Na^itto Larry Stephens Timothy Boehm Gregory S.l^anson

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10. Principal Of^ce.

RESOLVED, that10202 West Washington Boulevard, City of CulverCity, County of Los Angeles, State of California is hereby designated and fixed as the principal office for the tr^saction ofbusiness of the Corporation.

11. Bar^ and Depositories.

RESOLVED,that any two persons then holding the officeofVice President or above with primary responsibility in the financing area, the ChiefFinancial Officer, Treasurer, Controller, AssistantTreasurer, or Assistant Controller of the Corporation are hereby authorised and empowered to perform jointly the following acts for, in the name of, and on behalf of, the Corporation:

(a) Toopenorclose(asthecasemaybe)bankaccoLtnts with such titles as they deem proper for, in the name of, and on behalf of the Corporation, and to make arrangements for the administration of such bar^ accounts.

(b) Tosign and deliver, or to designate from time to time the person or persons who shall ha^e authority to sign and deliver checks, drafts, notes, acceptances and od er instruments, directions and other orders for the payment, withdrawal,transfer (including,without limitation, by wire or other electronic means)or other disposition of monies, credits,items and property at any time held in any of the respective bank accotmts maintained by the Corporation, which checks, drafts, notes, acceptances and other instruments, directions and other orders may bear the manual signatt e, or the facsimile or mechanical signature, of such officers or those so designated and in the case of any directions or other orders may also be made by telephone by such officers or those so designated.

(c) Tocancel any designation made pursuant to this resolution.

FURTHER RESOLVED that the foregoing resolution and the authority thereby conferred shall remain in full force and effect until written notice ofrcYocation or modification shall be received by the banking institution in which such bank account or accottnts are held^ that the Secretary,AssistantSecretary,AssistantTreasttrer or any executive officer of the Corporation is hereby authorised and directed to certify to any such banking institution the foregoing resolution, the names of the officers and their respective designees, any changes from time to time in said officers or designees and specimens of their respective signatt es and that any such banking institution may conclusively assume that d e persons at any time so certified to it continue as such until receipt by such banking institution of written notice to the contrary.

^^or^l^l^^^do^^^dir^c^.d^l

12. Adoption of Sony Group Code of Conduct.

WHEREAS,the Company deems it is in the best interests of the Companyto adopt and implement the Sony Group Code of Conduct in the form attached hereto as Exhibit B, which sets forth the expectations of the Company as to the business conduct of its employees'

NOW,THEREFORE, BE ITRESOLVED,thattheCodeofBusiness Conduct in the form attached hereto as ExhibitBis hereby adopted as the Code ofBusiness Conduct of the Company,settingforththebasicintemal standards that govern, and must be followed by,all directors, officers and employees of the Company.

1 . Corporate Filings.

RESOLVED,thatd^eof^cers of the Corporation are hereby authorised and directed to prepare, or cause to be prepared, and file, or cause to be filed, such documents, statements and applications as may be necessary or appropriate to complete the incorporation and con^ence the business of the Corporation.

14. General Authorisation

RESOLVED, that the officers of the Corporation are hereby authorised to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivering or filing by such of^cer or officers to be conclusive evidence of such approval, and to take all such ft:trther action as such officer or officers considers necessary or desirable, to carry out the pttrposes and intent of the foregoing resolutions.

This Unanimous Written Consent may be executed in any number of counterparts and by

different persons in separate counterparts, with the same effect as if all parties had signed the

same documents. All such cotmterparts shall be deemed to be an original, shall be construed

together and shall constitute one and the same instrument.

^^o l l in^do^^^d^^c .d l

IN WITNESS WHEREOF,the undersigned have executed this written consent as of the

19th dayofJune 2007

Leah Weil, Director

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^ ^ ^ ^ B ^ ^ ^ ^ ^

Exhibit B

Sony Pictures Entertainment

CODE OF BUSINESS CONDUCT

^^j^^^^^C^o^^^^^

I. Compliance with Laws and Company Policies 1

^ Relationship with Stakeholders ^

^. Appreciating Diversity B. ^ ^

4. Avoiding Structt:tral Conflicts ofhiterest^SotmdBusmess

Judgment B ^ ^. Communication of Concerns andAlleged Violations ^

^. Employment Practices . ^ ^

7. Product and Service Safety ^

8. Environmental Conservation 4

9. Antitrust Compliance ^ ^

10. Advertising.... ^ ^

II. Public Disclosure. ^

12. Personal Information ..B ^

13. Intellectual Property ^ 7

14. Confidential and Proprietary Information . 8

1 . Fair Procurement 9

1 . Gifts and Entertainment .........9

17. Recording and Reporting of Information^aintaining Records

and Files.

18. Insider Trading

19. Personal Conflicts oflnterest 1

20. CorporateAssets 14

21. ^edia Relations and Public Statements.... 1

Introduction

ThisCodeofBusinessConductsets forththebasicintemal standards to be observed by all

directors, officers and employees of Sony Pictures Entertainment (^^SonyPictures^^or^ the

Company ) For purposes ofthis Code ofBusiness Conduct, (l)^^SonyPictures^^n^eans (a)

Sony Pictures Entertainment Inc. and (b)any company more than of whose outstanding

sectirities or interests withvotmg rights is owned directly or mdirectlyby Sony Pictures

Entertainment Inc and (^)^^SonyGroup^^ means (a) Sony Corporation (^^Sony^^)^(b)^^^

company more than ^0^ of whose outstanding securities or mterestswith votmg rights is

owned directly or indhectly by Sony Corporations and (c) such other companies as will from

time to timebe determined by the Board ofDhectors of Sony Corporation tobemcluded^

I Comn^^ancew^thlLawsandComnanvRuie^andl^ol^c^^^

Sony Pictures is conm itted to complying with all applicable laws, rules and regulations of the

countriesandregionsinwhich it operates and to conducting itsbusmessactivitiesman honest

and ethical manner.^ou are expected to comply with all applicahlelaws, rules and regulations

as well as all internal Sony Pictures rules and policies relatmg to your busmessactivities.lt is

your responsibility to know and understand the legal, regulatory and internal policies and

requirements that apply to your ob. If you are unsure about the application of such policies

or have any others questions, you should seek assistance from your manager or your Human

Resources representative. If you have any questions about the legal requirements that apply

to your ob or how to comply with applicable law, contact the Company^s Legal Department.

Reiat^onsh^Qw^thSta^eho^de^

It is the core responsibility of the Sony Group to pursue its corporate value enhancement

through innovation and sound business practice. Sony Pictures recognises that its business

activities have direct and indirect impact on the societies in which it operates. Consequently,

sound business practice requires that in making business decisions you give due consideration

to the mterests of Sony Pictures^ ^ stakeholders ^ includmg shareholders, customers,

employees, suppliers, business partners, local conununities and other organisations.

Business decisions should be made with the purpose of enhancmg Sony Pictures^corporate

value and the reputation of Sony Pictures and its affiliates.

^P^CodcofBu^i^^^Cc^duct ^arcl^^l,200^

A^^rec^at^n^D^ver^^tv

SonyPictures conducts itsbusinessinadiverseandglobal environment, ^ou are expected

to give careful consideration to cultural and regional differencesmperformingyour^ob duties.

4. Avo^dm^ Structural Confl icts oflnterest^ Sound Bus^ne^s l^d^ment

In making business decisions, you must act on an informed basis, in good faith, with due care

and with the honest belief that each decision you make and each action you take is in the best

interest of the Company. In conducting your business activities, it is critical that you avoid any

conflict of interest andBor the appearance of any impropriety. It is also critical that you act

within the individual authority levels given to you by the Company, managers must exercise

appropriate caution in structuring organisations to avoid structt^al conflicts.

Communicat ion of Concerns and Al iened V^o^at^ons

SonyPictLtres encourages all personnel to voice concerns promptly if they haveagood faith

belief thatapolicy. Company operation or practice is or will likely be In violation of any law

or regulation.^u are also encouraged to voice your concern promptlyif you know or in good

faith believe that there has beenaviolation of law or any Company rule or policy including,

without limitation, this Code of Business Conduct.To facilitate conuntmication and adequate

handling of such concerns, Sony Pictt:tres will establish and maintain a hotline system

independent of ordinary reporting structt^es. Information received through the hotlme will

be forwarded to senior persormel at Sony Pictures and its parent companies, Sony Corporation

of America and Sony Corporation Please be assured that Company policy prohibits any

retaliation against an employee for makingagood faith report ofaviolation of the law or of

the Company^s policies on behalf of himself^erself or on behalf of another employee,

provided the reporting employee has not been involved in the violation.Where applicable, the

Company will endeavor to protect the anonymity of the reportmg employee as far as

practicable.

SP^CodcofBu^itt^^^Co^dt^ct l^arch^4 2C0^

Em^^ovmentl^ract^ce^

Sony Pictures is committed to treating all employees in a manner consistent with all

applicable laws and regulations of the countries and regions in which it operates The

Company^semploymentpoliciesandbenef^tsapplicableto you generally are set forth in more

detail intheCompany^slocalpoliciesgenerally availablethroughtheCompan^^sHuman

Resotu:ces Department. In this Code of Busmess Conduct we summarise some provisions of

thekeypolicies.

A. Ecual Opportunity Sony Pictures complies with all local, state, and federal equal

employment opportunity and affirmative action laws and regulations. It is the policy of Sony

Pictures to recruit, hire, and advance qualified people based on ^ob related standards,

education, traming and related work experience and to offer you equal opporttmities

regardless of your race, color, religion, gender, national origin, citizenships age, physical or

mentaldisability, status asadisabled veteran or veteran of the Vietnam War (m the U.S.only),

status in the U.S. uniformed services (U.S. only), sexual orientation, marital status, or status

under any other legally protected group.

B. NolnvoluntarvLabor^Child Labor SonyPictures will notuse any form of forced or

involuntary labor. Except in the case of child performers rendering services in connection with

aproduction, Sony Pictures will not use ^^child^^labor.The term ^ child ^ refers toaperson

younger than 1 years old(orl4 years old wherealocal law provides foralowerage) or the

local legal mmimum age for labor, if it is higher. Sony Pictures will adhere to all laws and or

tmion agreements regarding the hiring of child performers.

C. NoHarassment Harassment intheworkplacebased onrace, religion, color, national

origin, age, sex, disability or any other factor protected by law is strictly prohibited. Conduct

that is prohibited mcludes, without limitation, unwelcomesexual advances or conm: ents,

racial or religious slt^s,insensitiye^okes told in person, by letter or email or other conduct

that createsahostile work envhonment.

D. Workpiace Safety Safety in the work place isaprimary concern to Sony Pictures. In

order to protect the health and safety of all employees, Sony Pictures has adopted traming and

safety programs, ^ou are expected to comply with all applicable health and safety laws and

SP^Cod ofBu it ^ ^Cot t ct l^arch^l,200^

regulations as well as Companypoliciesregardmg workplace safety.

EDru^Free Workplace oumaynotpossess, or beundertheinfluenceof, illegal drugs while

at work.^ou may also not come to work when you are impaired by legal drugs, including

alcohoL These rules apply with equal force when you are conducting Sony Pictures business

outside the workplace.

FPersonalComouters^email and voice mailAll Sony Pictures work thatrequirestheuseofa

computer must be performed on Company owned computers^ou may not install software

onto Company owned computers without the prior approval of the Information Technology

Department Company networks are to be used for business purposes^ou may not access,

download or forward pornographic or harassing material on your Company owned computer

or by any other means on Company property, ^ou may not use the Company^snetwork in any

way that is inconsistent with the Company^s conur^itmentto equal opportunity and or

prohibition of unlawful harassment and discrimination.^ou may not upload or download

intellectual property except from authori: ed legal sites To the extent permitted under loca^

law, the Company will have access to your computer, and may access your memos, emails or

other documents, data and ^les kept on computers or other network terminals. Except to the

extentrequh^edtmder local law, you should have no expectation ofprivacy concerning emails,

voice mails or other conununications created at, received from, stored on or sent from any

Company network and/or equipment.

7. I^roduct and Service Safety

The safety of customers using Sony s products and services is of utmost concern to Sony

Group, h all phases of its operations, including R^D, planning, design, production, sales

and after sales service, Sony Group will continually develop and implement programs that

meet or exceed legal requhements to help ensure the safety of its products and services

Sony Group is committed to giving safety instruction and information to customers that is

accurate, understandable and prominently displayed. Should an accident or safety problem

be reportedmconnection with Sony Group s products or services, Sony Group willpromptly

investigate the matter and take appropriate action.

SP^Cod^DfBu in^ ^Conduct ^arcb^L^nO^

Environmental Conservation

It is the policy of the Sony Group to continually seek to minimise the envhonmental impact of

its products, services and operations. To carry this policy out, the SonyGroup will endeavorto

evaluate and, as appropriate, implement programs that meet or exceed legal requh ements, and

toconsiderenvironmentalimpactwhenevaluatingoperations.^ou are expected to follow all

Company programs relating to conservation and the envhonment.

Antitrust Como^^ance

It is Sony Pictt:tres policy to comply with all applicable antitrust, competition and fair trade

lawsand regulations of eachcountry and regionwhere SonyPictures conductsbusiness.

Antitrust laws are complex and there are severe penalties for violations. Some countries or

regionshaveantitrust orcompetition laws that assert extraterritorial jurisdiction over certain

activities whichtake place outside the^urisdiction. While this Code of Business Conduct

highlights some of the more significant and general feattn:es of antitrust, competition and fair

trade laws, it is not a substitute for the advice and guidance of the Company^s Legal

Department. Discuss with yot^ manager whether any aspect of your ob could require

compliance with antitrust laws. If so, you must familiari:^eyourself and comply with all

applicable competition laws, policies and treaties, as well as any decrees orders and

tmdertakings affecting theCompany. If youhaveany doubt as to whether aproposed

transactionor agreement has an antitrust or other legal implication, you shouldpromptly

discuss the matter with the Company s Legal Department. Should you become aware of any

actual or potential violation of antitrust law,please discuss the matter immediately with the

Company s General CounseL

Antitrust laws and regulations are generally designed to prohibit agreements or undertakings

that fix prices, divide markets, limit production or otherwise impede or destroy market forces.

^oumaynotcorrm:^unicatewithcompetitorsonthesub^ectof prices,marketing strategies,

market shares, sale policies or sales territories, ^ou must avoid any contacts with competitors

that could create the appearanceof improper agreements or understandings, whether the

contact is in person, in writing, by telephone, through email or through other means of

electronic communication. If you receiveacommunicationfromacompetitor that touches on

acompetitively sensitive area, please forward the conm tmication to the Legal Department so

SPE Code of Business Conduct March 31,2004

that the Company mayproperlyrespond.

I ^ Advert^sm^

It is the policy of Sony Pictures not to be engagedmfalse or misleadingadvertising or

advertising that slanders others. Advertising for Sony Picttn es products, such as otu films

and television shows, must be truthful, and must not be misleading. Endorsements from critics

or others must be documented, and must reflect the sot ce s views and affiliations accurately.

11 I^ubi^cD^sciosure

Sony is owned by the public and its shares are listed for trading on exchangesmJapan, the

U.S. and some other countries. Asaresult,the Sony Group is obliged to make various

disclostn^estodiepublicinaccordancewith applicablesecuritieslaws and regulations in those

countries.

The Sony Group is conm itted to full compliance with all requirements applicable to its public

disclosures. The Sony Group has in place disclosure controls and procedures to ensure that

its public disclosures are timely, compliant and otherwise full, fair, accurate and

tmderstandable. AllSonyPicturesemployees whoareresponsibleforthepreparationof

information used for or in connection with, subntissions to and clings with theTokyo Stock

Exchange, the U.S. Securities and Exchange Con^ission and other regulatory entities, or for

other public conmiunication made for the Sony Group or who provide information as part of

that process, must ensure that such disclosures and information are full, fair, accurate, timely

and understandable, and in compliance with the disclosure controls and procedures.

I ^ I^ersonal Information

Thecollection,retentionanddissemmationofpersonal data isahighly regulated area. Sony

respects the privacy of individuals and accordingly, has developed policies and internal rules

regarding the proper handling of personal information. It is imperative that you abide by all

applicable privacy and data protection laws, regulations and treaties as well as internal Sony

Pictt:u es and Sony Group policies and rules relating to collecting, maintaining, using,

disclosing, disposmg of and otherwise handling personal informationmyotn^ possession or

SPE Code of Business Conduct March 31,2004

underyourcontroL^ou may not acquire, use or disclose personal informationmways that are

inconsistent with the Company s privacy policies and, if in the course of the performance of

your ob duties, you have access to personal mformation, you must use that mformation only

for authorised business purposes. Sony Pictures personnel who handle personal information

shall, atammimtm^, follow the Sony Global Basic Principles on Personal Information. If

you have any questions about the appropriate handling of personal information, please contact

the Company^sLegal Department.

I ^ Intellectuall^ro^erty

T^eterm^^intellectualproperty^^ refers to thmgs such as patents, designs, trademarks, and

copyrights andmay include informationthatisproprietary. Intellectualproperty is the

Company s core asset. Sony Pictt^es is conm itted to protecting its intellectual property r i^^^

^ou should take all necessary steps to preserve the Company s intellectual propertyrights and

workto help fightpiracyofourproducts,mcludingreportmganyphacyof which you become

aware to yot^ manager or the Company^sLegal Department.

In addition tovigorously defending the Company^sownrights,you may not knowingly

misuse the mtellectual property of others or violate their mtellectualpropertyrights.lt is Sony

Pictures^ policy to comply with all applicable laws pertaining to copyrighted works, including

music,movies,softwareandother literary andartistic works. Copyright lawgenerally

prohibitsanyonefromcopying,distributmg,modifying,publiclyperformingor publicly

displaymg copyrighted materials without d:ie permission of the copyright owner.

Accordingly, you must not use Sony Pictt^es computers, networks, storage mediae or other

property to make, store, download, transmit or make available copies of copyrighted material

withoutproper authorisation. TheCompany reserves therighttomonitoritscomputer

systems, networks, storage media and other property for compliance with this policy, and to

take appropriate action, including deletion of any unauthorised copies of copyrighted

materials, and or disciplinary action.

It is the Company^s policy not to accept or review unsolicited materials or ideas not covered

by issued patents or published patent applications. If a package obviously contains unsolicitedmaterial,whetheraproductidea,recording,ascript or otherwise, it should not be

^PECodeofBusinessConduct Marcb31,2004

opened. It should be forwarded promptly to the Legal Department. In the event you have

opened the package, please make no markings or conm ents directly on the contents, and do

not make any copies.

It is Sony Pictures^ policy that, to the e:xtent permitted by applicable law, and with certain

approved exceptions, all intellectual property created by employees during their employment

belongs to the Company.

C^o^^^e^^^^^^^^^^o^^^^^^i^^t^^^^^^^^n

Information isavaluable corporate asset Sony Pictures safeguards its own con^dential and

proprietary information as well as the information that suppliers, business partners or

customers entrust to Sony Pictures. Generally speaking, confidential and proprietary

information is information that has not been disclosed to the general public, information d at

givesabusiness an advantage over its competitors or information d at could harmabusinessif

released prematurely or inappropriately.

Common examples ofconfidential and proprietary information include inyention,creation,

know howandtradesecrets, financial information, corporate strategy, marketing programs,

non public information about television or motion picture development and or productions,

and information abouttheCompany^s relationships withtalent,customers, suppliers and

business partners, ^ou may not disclose or distribute any proprietary or confidential

information except as authori: ed by the Company, ^ou may use confidential or proprietary

information only for the purpose permitted by the Company in connection with the

performance of your dutiesat SonyPictures. The unintentionaldisclost:tre of nonpublic

proprietary mformation can be^ust as harmful as intentional disclosure. To avoid any

unintentional disclosure, never discuss with any unauthorised person proprietary information

that has not been made public whether such information is the Company^s or whether such

information has been disclosed to the Company byathird party.

It is Sony Pictures^ policy and practice to respect the trade secrets of others. This is

particularly relevant if you have knowledge of trade secrets or proprietary information ofa

former employer, ^ u may notreveal any information that might reasonably be considereda

SPECodeofBusinessConduct ^arch31,20C4

trade secret of aformer employer. If you have any questions,please consult the Legal

Department for guidance

In orderto prevent Sony Pictures employees from accepting mformation which could possibly

compromise the Company s independent development and business efforts and to avoid d e

risk of theCompany being accused of misappropriating ormisusingsomeone^sconfidential or

proprietaryinformation, all confidentiality and non disclosure agreements must be reviewed

and preapproved by d e LegalDepartment and usuallyrequu^e negotiation of tem^.

I^. Ea^rl^^ocurement

When selecting or reconm^ending suppliers of goods and services you must do so on the basis

ofcompetitiveprice,quality,deliyery and other objective standards.Purchasing decisions

includmg the selection of suppliers must be based upon the busmessbene^t to Sony Pictt:tres

and its customers, and no trace of favoritism should be part of the buying process. This

requirement applies not only to employees in charge of procurement, but also to any other

employees who mfluence the buymg process.

Sony Pictt:tres expects its suppliers and contractors to uphold its policies concerning compliance with applicable laws, respect for human rights, environmental conservation and

safety.

I ^ C^ftsandEntertamment

A^ l r^yate Sector

The giving or receiving of gifts to or from business associates raises important questions of

potential conflicts of interest. This Code ofBusiness Conduct contains general rules relating

to gifts. In addition to the general standards contained in this Code ofBusmess Conduct, you

mustobservelocallawsandregulations aswell as all applicable Company rules and policies

myotirterritorywithrespecttogiftsandentertainment.lnordertoavoidpotential issues you

are encouraged to consult wid^ your manager for d e proper cotu se of actionmconnection

with giving orreceivingagift.

SPECodeofBusinessConduct Marcb342CC4

The acceptance of any gift, which does not meet the general criteria set forthmthis Code of

BusmessConduct,requiresthepriorwrittenapproyalofyot^manager,the head of your

business unit and the Company s General CotmseL

^oumustexerciseextraordmary care beforegiving or accepting any gifttoorfromanyperson

or entity that does business or seeks to do busmess with Sony Pictures, ^oumaynotgivea

gift to any current or prospective customer, supplier or other busmess partner for the purpose

of retaining business or for the purpose of obtaining any other favorable business action,

^ou should never solicitagift or favor from such persons or entities except for promotional

items of token value.^ou may not accept any payment, gift or entertainment that is intended

to influence, or that appears to influence business decisions of Sony Pictures. Gifts may be

given or accepted only when they meet all of the following criteria:

^ Are consistent with customary busmess practices^

^ Are not excessivemvalue and cannot be interpreted asabribeorpayoff^

^ Are not in the form of cash or its equivalent (e.g. stock, bonds or other negotiable

instruments) ^ Are not in violation of any laws, Sony Pictures policies, or known company policies of

the third party donor or recipients and ^ Aresuchthatpublicdisclosureofthegift would not reflect negatively uponor

embarrass Sony Pictures orthe employee, or make it appear that d e recipient's

judgment would be con^promised.

Any gift not meeting d ese criteria that has been received normally must be returned to the

donor. Theretumof the gift shouldbemade in acourteousbut ^rmfashion. If d e

circumstances would clearly appear to make the return of the gift embarrassing or insulting to

the donor, your manager should be inm^ediately consulted foradecision on the proper course

of action.

Acceptance or payment of reasonable business meals or the exchange of reciprocal courtesies

of the same approximate value between Company personnel and private sector parties with

whom SonyPictures or its subsidiaries do (or are considering domg) business are not

considered improper when this occurs irtfrequently, does not involve excessive expenditures,

10

SPECodeofBusinessConduct Marcb31,20^

and takesplacemsettings appropriate to d: ebtismess at hand.

^ou may not accept the free use or loan of any vehicle, merchandise or property, such asa

condominium, or reduced cost or free travel from any ^rm or individual doing or seeking to

do business with, or directly competing with, Sony Pictures. If you believe that there isa

legitimate business reason to accept such items m a particular instance, consult your

supervisor in advance to seek Company approval.

^ou must record and report to yot^ supervisor any gift, entertainment or favors (or series of

gifts, entertaim:nent or favors) given to or received from any individual or entity with whom

Sony Pictures or any of its subsidiaries either does business(or is considermgdoh^g business),

orwith whom it directly competes, whose value(or cumulative value in any one year) exceeds

^2^0. Reporting inwriting is requiredwithin one weekofgivingor receiving thegift,

entertainment or favors The report should identify the type of gift, entertainment or favor, its

value, the third party from whom or to whom d e gift was received or given, and that party s

relationship to Sony Pictures.

With respect to gifts received, if in the view of the superyisor,areported gift does not meet the

criteria stated above for acceptable gifts, the supervisor may ask that the gift be returned or

reimbtu sed by the personnel who received it, and all personnel involved shall do so.

R. I^ubl^cSecto^

Great care must be taken in dealing with government officials. lnmany countries,giftsor

payments to public of^cials and public servants are speci^cally prohibited by law. Some

countriesassertextraterritorial^urisdictionof suchlaws.UndertheU.S. ForeignCorrupt

Practices Act of 1977,itisafederal crime for any United States corporation to offeragift,

payment or bribe, directly or indirectlyto any foreign official forthe purpose of influencing an

official decision or action or seeking influence in orderto obtain business.

^ou may not make any payment or give any gift, entertainment or other bene^t to government

officials, directly or indirectly for the purpose of, or that appears to be for the purpose of,

seeking favorable action or arrangements by such of^cials.

11

SPE Code of Business Conduct March 31,2004

Before giving any gift to apublicservantor govemmentof^cial, youmustconsultthe

Company s External AffahsDepartment. Approvalmustbesect^u^edfromtheCompany^s

External Affah^sDepartn^ent before any contribution is made on behalf of the Company or

before any corporate funds are used to benefitapolitical party, an of^ce holder or office

seeker.

17 R^cord^n^ and Renortm^oflnformat^onBMamtamm^ Records and E les

All records, recordation and reporting of information, including, but not Ihnited to, books and

otherfinancial records, must be accurate, complete, honest and timely and must beafair

representation of d:ie facts. The knowing or deliberate falsification of any such document

may be the basis for immediate discharge and may subject ar employee to civil and criminal

sanctions as welL Dishonestreportingof information to govemmententities, thirdparty

organisations and people outside the Company, mcluding false, misleading, or arti^cial entries

in the Company^s books and records that may serve as the basis for such reports, is strictly

prohibited. This mcludes not only reporting information inaccurately but also organising it

inaway that is mtended to mislead or misinformthose who receive it.

This policy applies not only to employees in charge of ^nance and accountmg but also to all

employees in the conduct of d eir respective duties. If you become aware of any violation of

this rule you must report it immediately.

There will be times when the Company is subpoenaed or has reason to believe that it will be

subpoenaed in connection withagovemment investigation oraprivate lawsuit.

Anytime you receive asubpoena or reasonably anticipate that Sony Pictt:tres records^

including paper documents, email, and other electronic ^les^wil l be sought by subpoena or

otherwise inalawsuit or government investigation, those records must be preserved. This

obligationsupercedesany od er document retentionordestructionpolicy that youmight

follow, ^ou should contact the Legal Department immediately if you become aware of any

actual or d^eatened lawsuit or investigation involvmg any Sony Group company.

^ou must never destroy, alter, falsify, or conceal recordsford^epurposeof obstructing,

impeding, or influencmg a pending or reasonably anticipated lawsuit or government

1

SPECodeofBusinessConduct March31,2CC4

mvestigation,orforthe purpose of makmg the records unavailable foruse in suchalawsuit or

investigation. Domg so may subject you and the Companyto criniinal or civil liabilityin the

lawsuit or investigation Any Sony Pictures employee who violates this provision will be

subject to disciplinary action (up to and including temunation).

Any questions regarding the obligation to preserve records in connection with an actual or

anticipated litigation or investigation should be discussed with the Legal Department.

I^. Ins^derTradm^

It is unlawful in many countries to trade in securities ofacorporation while in possession of

^ material nonpublic h^ormation^^ about d: ecorporation. l aterial nonpublic info^^

any nonpublic information aboutacompany, which could influenceareasonablemvestor to

buy, sell or otherwise trade in the stocks or od:ier securities of such company. Although

SonyPictures is notapublic corporation and does not issue stock, Sony is publicly traded

bod^inJapan and in the United States.

While it is not possible to ex^haustively list all possible types of material information, die

following examples may give you some guidance: not yet published ^nancial performance

including earnings, dividend plans, mergers or alliances wid^ other companies, divestitures,

acquisitions, new products, advances in research and development and any other signi^cant

activities.^ou may not trade in shares, convertible bonds, bonds wid^ subscription rights to

shares or any other security of Sony while in possession of material non public information

about Sony, its affiliates andBor its business partners, nor mduce such trading by others (such

as family, friends, customers or co workers.) In die course ofyour work for the Company

you may also come into possession of material non public information regarding other

r on Sonyaffiliatedpubliccompanies.lfyou are in possession of such information, you may

not trade, or advise others to trade, in the securities of that company, ^ou must become

familiar widi and comply wid^ internal rules and policies relating to the tradmg of Sony s

stocks and securities by directors, of^cers and employees.

I^. Rersona^Conf^^cts oflnterest

^ou must avoid conflicts of interest. Aconflictofinterestexists when your duty to give

13

SPECodeofBusinessConduct March31,2004

^ ^dividedbusinessloyaltytod^eCompanycouldbepre^udicedbyactualorpotential personal

benefits being derived from anod er source. Al l business decisions must be made and all

business activities must be conducted in d e best interests of Sony Pictures No Sony Pictures

employee should be, or appear to be, subject to influences, interests or relationships which

conflict wid^d^e best mterests of Sony Pictures, ^oumaynothave any^ancialorod^er

business relationship wid^ suppliers, customers or competitors d at might impair, or even

appear to impair, d e independence of any judgment you mayneed to make for Sony Pictures.

Contractmgwithathirdpartymwhich you oramember of your family has any fmancial,

businessorproprietaryinterestis strictlyprohibited, unless such interesthasbeendisclosed to

and discussed wid^your senior manager andyou have been advised that in fact and in

appearance it does not constituteaconflict of interest.

Advance disclosure of any activity, mterest or relationship d at presents an actual or potential

conflict ordisparityofinterest between your own interests and the interests ofthe Company is

d e key to remaining in full compliance wid^d^is policy. Disclosures must be in writing to

yourmanagerandtotheCompany^sGeneralCounseL

In addition to the foregoing, you should exercise your own good judgment and avoid actions

orrelationships which might conflict or appearto conflict with your ob responsibilities and or

die interests of Sony Pictures. For example, you should not receive personal discounts or

odier benefits from suppliers or customers d at are not available to the general public or to

Company employees generally, you should not acceptanofferto purchase ^Triends and family

stock^^inacompanyissuingsharesthrough an initial public offering if you interface wid^d^at

company myourSonyPicturesbusiness actiyities,andyoushouldnotengageind^e

preferential hhing of, dh ect supervision of, or makmgapromotion decision abbutaspouse,

relativeoranyoneelsewithwhom youhaveaclosepersonal relationship.

Sony Pictures encot:trages its employees to participate in conmiunity, charity, and od er outside

activities d at do not conflict wid^normal work responsibilities. However, you are expected

to avoid any outsidepersonal interest or activity d at will mterfere with your duties.

Generally,your outside activities should not encroach on time or attentionyou should be

devoting to your duties, adversely affect the quality of your work or imply d^eCompany^s

sponsorshipor support (for example, d^roughd^euseofCompany stationery oremail address

for personal pu^ose) Company approval is requhed for you to acceptaposition at any

14

SPECodeofBusinessConduct March31,2CC4

outside business(whed^er compensated or not). Before acceptmg any positional an outside

dhector or board position of an outsidebusiness concern, mcluding a position wid: a

hot for prof t entity, you must seek and obtain d e written approval of the Company.

Requests should be made in writing to your manager and d^eCompany^s General Counsel.

Before acceptingaposition at any government organi^ation(whether compensated or not) or

running for anelective office, youshould review d: e circumstances withtheCompany^s

ExtemalAffah:s Department and d^eCompany^s General CounseL

Corporate Assets

Sony Pictures^assets are tobe used only for legitimate purposes and only by autho i ed

personneL Sony Pictures^ assets include d e physical materials you work with every day,

such as computers, buildings and furniture and intangible assets such as business methods,

intellectualproperty,andcon^dentiaIor proprietary information.^oumustsafeguardd^e

Company s assets, tangible and mtangible, from damage, loss, misuse, theft or sabotage.The

Company s assets may not be used for personal benefit. Should you become aware of any

person damagmg or stealing Sony Pictures^ assets, please in^ediately notify your manager

and the Company^sSecurity Department.

Tothe extent permitted under applicable laws, Sony Pictt:tres reserves d e right to monitor and

inspect how its assets are used by its employees, including, as discussed elsewhere in this

CodeofBusinessConduct,inspectionofallemail,yoicemail, data and files kept on PCs or

od er network terminals, as well as desks, ^le cabinets, lockers or offices. Therefore,

personal items, messages or ir^ormation that you consider private should not be placed or kept

anywhere in d e Sony Pictures workplace. Additionally in order to protect the Company s

employees and assets, Sony Pictures may ask to search an employee's personal property,

including briefcases and bags, located on or being removed from Company locations^

employees are expected to cooperate with sucharequest.

^I. Med^a Relations and Rubi^c Statements

The Company^s business activities are monitored closely by the media, such as newspapers,

magazines, radio, television, Internet media and security analysts. In order to provide clear

and accurate information to die public, it is vital d at comments to d e press be made only by

1

SPECodeofBusinessConduct ^ March3L2004

designated spokespeopleford^e Company. All dealings wid^d^e press must be handled by die

Company^sdesignatedspokespeopleormanagedunderd^eirguidance.Unlessyouarea

designated Company spokesperson, you may not initiate contact with reporters on behalf of or

wid^ respect to Company matters. If you are notaCompany spokesperson and are contacted

byd^e media, you must inm^ediatelyrefer d e contact to Corporate Conur tmications. If you

are contacted byasecuritiesanalyst,please refer die call tolnvestor Relations atSony

Corporation of America. Employees are not permitted to provide any mformation about

Sony Group companies to securities analysts wid^outd^e prior approval oflnvesti:^r Relations.

All papers, articles or speeches on subjects related to d^eCompany^sor its af^liates^ products,

operations or interests must be cleared by d e appropriate Company conununications

department.

If you choose to speak out on public issues asaconcemed citizen, you must make it clear that

you are doing so as an individual and avoid giving d e appearance that you are speaking or

acting on behalf of Sony Pictures.

This Code ofBusiness Conduct sets fordid^e basic inte^al standards for all du ectors, officers

andemployeesof SonyPictt:tres. Circumstances may requhe that terms of this Code of

Business Conduct change from time to time. Consequently, Sony Pictures and its parent

entities reserve d e right to amend, supplement or rescind the Code of Business Conduct or

any of its provisions as d ey deem appropriate. This Code ofBusiness Conduct is nota

contract and does not create any contractual or acquired rights in any jurisdiction.

16

SPE Code of Business Conduct March 31, 2004