NOTICE OF DISPOSITION OF COLLATERAL

NOTICE OF DISPOSITION OF COLLATERAL

(California Commercial Code Section 9613)

Notice is hereby given that on December 15, 2005, 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) Glider Entertainment; (ii) Avatar Filmworks Inc.; (iii) Zoomarama Pictures; (iv) Five Felons, Inc.; (v) Foolish Productions LLC; (vi) Eubanks Entertainment Group, Inc.; (vii) Steven Martini, Derick Martini, Recyclebales, Ltd. and One Sock Productions, Inc.; (viii) Tucker & Flynn Productions Inc.; (ix) Santa Productions, Inc.; (x) Secret Agent Productions, Inc.; (xi) Society Productions, Inc.; (xii) Round Table Entertainment LLC; (xiii) Smoke Tree Productions; and (xiv) John McBrearty, 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) "Blade Boxer"; (ii) "Chase Morran" a/k/a "Assault on Dome 4"; (iii) "Don't Do It"; (iv) "Felons" a/k/a "Charades"; (v) "Foolish"; (vi) "Forced to Kill" a/k/a "Desperate Times"; (vii) "Goat on Fire and Smiling Fish a/k/a "Smiling Fish and Goat on Fire" a/k/a "Chapter"; (viii) "Monolith" a/k/a "Tucker & Flynn"; (ix) "Santa with Muscles"; (x) "Secret Agent Club"; (xi) "Society"; (xii) "The Method"; (xiii) "Theory of the Leisure Class"; (xiv) "Weekend Adventure" a/k/a "Sorority Girls and the Creature from Hell" (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 December 14th or by appointment from December 5, 2005, to December 9, 2005. 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 William Bensussen, 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: November 29, 2005