NOTICE OF SECURITY INTEREST IN AND COLLATERAL ASSIGNMENT OF COPYRIGHTS

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 owing to, or hereafter acquired by or arising in favor of Grantor including without limitation all Copyrights listed on Schedule A, all Products related thereto, and including without limitation all proceeds thereof (such as, by way of example but not by way of limitation, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, all rights correspo