Date:

IN THE TRENCHES PRODUCTIONS

Ladies,

We desire to submit to you material (herein called "submitted material") owned or controlled by us. The submitted material is described as follows:

We understand that you may submit the submitted material to your employees, including, but not limited to,IN THE TRENCHES PRODUCTIONS. We are submitting the material to you for your help and assistance in connection with our exploitation of the submitted material, for which you will not be compensated. We recognize the possibility that the submitted material may be identical with or similar to material which has or may come to you from other sources. Such similarity in the past has given rise to litigation so that unless you can obtain adequate protection in advance, you will refuse to consider or read the submitted material. The protection for you must be sufficiently broad to protect you, your related corporations, and your and their employees, agents, licensees and assigns and all parties to whom you submit material. Therefore, all references to you include each and all of the foregoing.

As an inducement to you to examine the submitted material, and in consideration of your so doing, we represent, warrant and agree, as follows:

1.) We acknowledge that the submitted material is submitted voluntarily and not in confidence, and that no confidential relationship is intended or created between us by reason of the submission of the submitted material. Nothing in this agreement, nor the submission of the submitted material, shall be deemed to place you in any different position from any other member of the public with respect to the submitted material. Accordingly any part of the submitted material which could be freely used by any member of the public may be used by you without liability to me. We understand and agree that your use of material containing features or elements similar to or identical with those contained in the submitted material shall not obligate you to negotiate with us nor entitle us to any compensation if you determine that you have an independent legal right to use such other material which is not derived from the submitted material ( either because such features or elements were not new or novel, or were not originated by me, or were or may hereafter be independently created and submitted by other persons, including your employees).

2.) We represent and warrant that we own the submitted material.

3.) We agree that no obligation of any kind is assumed or may be implied against you by reason of your review of the submitted material.

4.) If there is any dispute arising out of this agreement, including substance, validity, operation, or breach hereof (including but not limited to: if you should determine that you have the independent legal right to use material containing features or elements similar or identical to those contained in the submitted material without entering into a written agreement for compensation to us, and if you proceed to use the same and if we disagree with your determination), the dispute between us shall be submitted to arbitration in Los Angeles, California, before an arbiter mutually selected by us who is experienced in the field with respect to the use of material similar to submitted material; or, if we cannot mutually agree, then such arbiter shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be controlled by the terms of this agreement, and any award favorable to us shall be limited to the fixing of compensation for your use of the submitted material, which shall bear a reasonable relation to compensation normally paid by you for similar material. Such award will provide for you and us, each respectively, to bear it's owns costs of arbitration and attorneys' fees. The tendency of the arbitration, the proceedings, any evidence or other material, and the award shall be maintained and remain confidential, except that an award may be confirmed by a court of competent jurisdiction provided no award which has been fully satisfied within 14 days of it's issuance may be so confirmed.

5.) We assume full responsibility for any loss of the submitted material, irrespective of whether it is lost, stolen or destroyed in transit, or while in your possession, or otherwise.

6.) Except as otherwise provided in this agreement, we hereby release you of and from any and all claims, demands and liabilities of every kind whatsoever, know or unknown, that may arise in relation to the submitted material or by reason of any claim now or hereafter made by me that you have used or appropriated the submitted material, except for fraud or willful injury on your part.

7.) Whether or not you are involved in connection with any production, distribution, exhibition or other exploitation of or based upon the submitted material, we shall not have the right to use your name, or the name of any of your employees, in any manner or means, in credits, publicity or otherwise.

8.) Should any provision of this agreement be void or unenforceable, such provision shall be deemed omitted, and this agreement with such provision omitted shall remain in full force and effect.

9.) This agreement is entire. No statements or representations have been made except those expressly stated in this agreement. This agreement may be modified only by subsequent written agreement.

10.) This agreement will be interpreted in accordance with the laws of the State of California applicable to agreements entered into and fully performed therein.

Very truly yours,