NOTICE IS HEREBY GIVEN that 301 PRODUCTIONS, INC., a California corporation, (the " Grantor" ) with office located at 8228 Sunset Boulevard, 3 rd Floor, Los Angeles, California 90046, and VS INVESTMENT B, LLC ( "Secured Party ") with an address at 1829 N. Orleans St., Chicago, IL 60614have entered into a Security Agreement dated as of November 7, 2008 (the " Security Agreement " - ).

To secure the Obligations described in the Security Agreement, Grantor grants and pledges to Secured Party a security interest in all of Grantor's right, title and interest in, to and under all Copyrights, whether now owned by or ow