Notice of Disposition of Collateral

Notice of Disposition of Collateral

On November 9, 2004, at 10:00 a.m., at the offices of the Screen Actors Guild, Inc. (“SAG”), 5757 Wilshire Boulevard, 1st Floor (Bella Bruck Room), Los Angeles, California, SAG will sell, at public auction, for cash or otherwise acceptable terms, all right, title, and interest of the Debtor(s) in and to several motion pictures. See official notice below:

NOTICE OF DISPOSITION OF COLLATERAL
(California Commercial Code Section 9613)


Notice is hereby given that on November 9, 2004, at 10:00 a.m., at the offices of the Screen Actors Guild (“SAG”), located at 5757 Wilshire Boulevard, 1st Floor (Bella Bruck Boardroom), Los Angeles, California, SAG, as the secured party pursuant to various security documents (the “Security Documents”) executed by (i) Digging to China Productions, LLC, (ii) Faster Getaway Productions, Inc., (iii) The Kindred Limited Partnership, (iv) WT Entertainment, Inc., (v) Skinner Films, Inc., (vi) H.D. Productions, Inc., (vii) Vandom International Pictures, (viii) Greenline Productions, Inc. (ix) Bloody Pom Poms Productions, Inc., (x) Blue Bean, Inc., (xi) The Ox and The Eye L.P., (xii) Urban Film Productions, Inc., (xiii and xiv) Little Cobras, Inc., (xv) Markus 4, Inc., (xvi) Valley Glen Company, LLC, and (xvii) Marc Cayce, as debtors and/or obligors, in favor of SAG, will sell, at public auction, to the highest bidder for cash or otherwise acceptable terms, all right, title, and interest of the applicable debtor(s) in and to the motion pictures presently entitled: (i) Digging to China (a/k/a With You), (ii) Fast Getaway 2, (iii) The Kindred, (iv) Livers ain't Cheap (a/k/a The Real Thing a/k/a The Real Deal), (v) Skinner, (vi) Snapdragon, (vii) Vasectomy: A Delicate Matter, (viii) Tammy and the T-Rex (a/k/a Tammy and the Teenage T-Rex a/k/a Teenage T-Rex), (ix) Cheerleader Camp (a/k/a Bloody Pom Poms), (x) W.B. Blue and the Bean (a/k/a Bail Out), (xi) Good Luck (a/k/a The Ox and the Eye a/k/a Guys Like Us a/k/a Gimps), (xii) High Freakquency (a/k/a 24/7 Radio a/k/a High Frequency Radio), (xiii) Little Cobras: Operation Dalmatian (a/k/a Dalmatian Fever), (xiv) Little Cobras 2: Monkey Business (a/k/a Monkey Business), (xv) Firestorm (a/k/a Markus 4), (xvi) Lying in Wait (a/k/a Nature Trail), and (xvii)Nikita Blues (collectively, the “Films”).

SAG reserves the right to withdraw any of the Films from the auction at any time and without notice, to postpone and re-notice the time and date of the auction by oral announcement, and/or to make credit bids.

If competing offers with different terms and conditions are submitted, SAG will determine which offers will be accepted, and its decision in this regard shall be final.

The sales will be made as-is and where is, without recourse, covenants, warranty relating to the title, possession, quiet enjoyment or the like, or representations express or implied, to satisfy the current, respective, indebtedness and obligations of the debtor(s) to SAG under the applicable Security Documents.

Information now available in SAG’s possession pertaining to the motion pictures has been assembled and will be available for inspection at the offices of SAG during the hours of 10:00 a.m. – 4:00 p.m. on November 8th or by appointment from November 3, 2004, to November 5, 2004. This information includes, only to the extent available and in SAG’s possession, chain of title documentation. Each interested party must sign a confidentiality agreement with SAG as a precondition to reviewing these materials. To schedule an appointment to review these materials, interested parties should contact Duncan Crabtree-Ireland, Deputy Assistant General Counsel, Screen Actors Guild, 5757 Wilshire Blvd, Los Angeles, California 90036, facsimile number (323) 549-6624.

The sale will be conducted pursuant to the California Commercial Code-Secured Transactions, Section 9610-9613, and all other applicable laws of the state of California.


Dated: October 29, 2004
Screen Actors Guild