BANK  (a US  domestic bank)
IRREVOCABLE CREDIT NO. DATE:
Beneficiary: (LENDING ENTITY)
On behalf of THE SHIVER CO., LLC

Gentlemen: We herein authorize you to value on (BANK)
For Account Of: (Applicant)
For a sum or sums of, not exceeding a total of: $ USD
Available by your drafts at sight on us. Accompanied by:

1. The original of the Letter Of Credit.

2. Letter in form attached as per EXHIBIT A and signed by any one of several "completion guarantors" named at foot of EXHIBIT A concerning certain film and/or digital materials for a feature motion picture entitled "SHIVER" as set forth in Schedule I attached thereto. Such signed Letter to be received by us not later than 365 days from initial date of issuance of this Letter Of Credit.

3. This Letter Of Credit shall be utilized for a production loan for such referenced motion picture and shall be valid and effective for a period of Five Hundred Forty Seven (547) days from date of commencement of principal photography for such referenced motion picture and will not be negotiated or cashed prior to the expiration of such period. However, in event of deficiency on repayment of the production loan, this Letter Of Credit may  be negotiated by the Beneficiary within thirty business days thereafter unless renewed. This Letter Of Credit can be renewed and extended by the Beneficiary and/or issuing entity (subject to compliance with the condition of Paragraph 2. hereinabove and standard underwriting/banking conditions including an interest reserve) for an additional period of one hundred eighty three (183) days.  Further, this letter of credit shall become valid and effective subject to and conditional upon commencement of production not later than sixty days from date of issuance of this letter of credit. Accordingly, upon receipt by the Beneficiary of a duly executed and notarized affidavit from the producing entity confirming the date of commencement of production, this letter of credit shall become valid and effective.

Accordingly, drafts must be presented not later than (DATE) at our office. All drafts must be marked "Drawn Under BANK Credit No. " and all drawings negotiated hereunder must be endorsed on reverse hereof by party so negotiating. If any draft is not negotiated, this credit and all documents specified must accompany the draft.

This credit is subject to the Uniform Customs and Practice for Documentary Credits (1962 revision and any subsequent revisions including  July 7, 2007 revision), International Chamber Of Commerce, Brochure No. 400. and No. 600.

We hereby agree with you that drafts drawn under and in compliance with the terms of this credit shall be duly honored on due presentation to us.

Very Truly Yours,

BANK      By: Authorized Signature

*********

Date:

CYCLONE PRODUCTIONS, INC. and/or THE SHIVER CO. LLC
8136 Gould Ave., Los Angeles, CA 90046
Attention: Robert D. Weinbach, Manager

Re: " SHIVER

Gentlemen:
We hereby confirm with reference to the above captioned motion picture (the "Picture") that satisfactory delivery has been made or access given to the delivery items listed in Schedule 1 attached hereto at a reputable laboratory or post production facility to be designated by CYCLONE PRODUCTIONS, INC. solely to the account of CYCLONE PRODUCTIONS, INC. and/or THE SHIVER CO. LLC, as follows:

A. Items (a) through (e) of attached Schedule 1 to such laboratory or post production facility.

B. Items (f) through (i) of attached Schedule 1 to CYCLONE PRODUCTIONS, INC. and/or THE SHIVER CO. LLC

C. We further confirm that the delivery items are of first class, technical quality and condition and in all other respects technically suitable for the processing and manufacture therefrom of commercially acceptable color and black and white positive prints and dubbed language versions of the Picture and/or equivalent digital formats thereof for theatrical, television and/or home video exhibition and that the Picture, as delivered, complies in all material respects with the terms and conditions of the Completion Guaranty issued by the undersigned.

Very truly yours,

"COMPLETION GUARANTOR"

By:_________________________ Title;_______________

This letter shall be signed by one of the following "completion guarantors" or other "completion guarantor" to be designated by THE SHIVER CO. LLC.

INTERNATIONAL FILM GUARANTORS, CINEFINANCE, FILM FINANCES, INC.

Delivery of the Picture shall be deemed delivery to CYCLONE PRODUCTIONS, INC. or its assignee at such locations indicated by THE SHIVER CO. LLC of the following related to the Picture:
Either:
(a) The original 35mm color negative of the picture portion of the Picture of not less than 90 minutes in length including main and end titles, which is fully cut, edited, and assembled, in English language and which may be projected in a commercially acceptable aspect ratio.

(b) A 35mm sound track negative for the Picture containing all music and sound effects in perfect synchronization throughout with the photographic motion contained in the Picture negative referred to in (a) above.

(c) A 35mm magnetic international sound track for the Picture containing only the music and sound effects contained in the Picture, conforming in all respects to the music and sound effects contained in the sound track negative referred to in (b) above and in perfect synchronization with the photographic motion contained in the negatives referred to in (a) above. No dialogue is contained in these soundtracks.

(d) 35mm textiess color internegatives of the main and end titles of the Picture and all other portions of the Picture containing any lettering conforming in all respects to the corresponding portions of the negative referred to in (a) above, with the exception that no lettering appears on these textless negatives.

(e) A 35mm composite color positive print of the Picture conforming throughout and matching. frame-for frame both as to audio and visual portions to the color picture negatives referred to in (a) and (b) above.
Or:
Digital components equivalent to the aforementioned items technically suitable from which commercially acceptable prints can be manufactured therefrom  for theatrical and television and home video exhibition including VHS and DVD formats.

(f) Ten typewritten copies of a dialogue and action continuity of the Picture (or a CD or DVD containing same), conforming in all respects to dialogue & action contained in the negative or digital equivalent  components of the Picture per paras..(a) and (b)above.

(g) Ten typewritten copies in the English language of a music cue sheet for the Picture Picture (or a CD or DVD containing same), setting forth the titles of all musical compositions contained in the Picture, the names of the composers of each, the name of the owner(s) of the copyright thereon, and the names and addresses of publisher(s),if any.

(h) Not less than fifty (50) positive black and white stills, each 8' x 10" in size, and/or not less than fifty (50) color transparencies or digital equivalents from which positive prints can be manufactured depicting different scenes and/or poses from the Picture.
(i) A schedule of credits indicating size, placement, and the like to afford all parties contractually entitled to receive screen and/or advertising credit re the Picture.

All of the materials specified in paragraphs (a) through (e) above shall be delivered to CYCLONE PRODUCTIONS, INC. or THE SHIVER CO. LLC or designee, in care of a laboratory or other post production facility, yet to be named, located in Los Angeles, California. All of the material specified in paragraphs (f) through (i) above shall be delivered to: CYCLONE PRODUCTIONS, INC. or THE SHIVER CO. LLC or designee at an address yet to be specified.

QUALITY CONTROL REPORT: All film and/or digital elements must pass the QC process confirmed by a final “PASSING QC” report to be performed by a reputable laboratory or post production facility (yet to be named) and to be provided pursuant to delivery  of the completed picture .