“TITLE”

Delivery Schedule

As of February 19, 2010

All delivery Materials set forth below shall be of the highest technical quality, free from defects and shall conform to the final edited version of the Picture and shall be in the same ratio of camera picture images in which the Picture was photographed. All Delivery Materials will be delivered by Producer making Physical Delivery of the following materials at Producer’s expense unless specified as an access item.

1. FEATURE FILM ELEMENTS: Each of the following must be new, fully color-corrected and of the highest technical quality and condition. All picture and sound negatives must be free of physical damage and all splices must be sound, secure and transparent.

a. Original Cut Picture Negative or Digital Intermediate Negative: One (1) complete original first-class completely edited color 35mm picture negative, fully timed.

b. Digital Intermediate Files (DI): One (1) complete original DI files.

c. Digital Cinema Distribution Master (DCDM): One (1) complete original DCDM master.

d. Original Textless Negative or Digital Intermediate Negative Backgrounds: One (1) complete original 35mm picture negative of the backgrounds used to create optical effects in the main, credit, insert and end titles of the Picture which shall be supplied as a separate reel of picture negative.

e. Textless Backgrounds & Overlays; Titles and Texted Scenes: One (1) complete set of first-class completely edited color 35mm Interpositive made from the Original Picture Negative of the following:

1. All main and end title textless backgrounds without lettering.

2. Textless backgrounds without lettering of any forewords and/or other scenes carrying superimposed titles.

If Picture feature has a large number of internal titles, physical delivery of fully textless reels for interpositive, internegative and checkprint.

f. Interpositive: One (1) first-class 35mm Interpositive of the Picture made from the Original Picture Negative. The Interpositive shall be fully cut, main and end titled, edited and assembled and conformed in all respects to the composite Answer Print and Original Picture Negative

g. Answer Print: One (1) first-class completely edited 35mm composite answer print from the Original Picture Negative, fully timed and color-corrected, made from the items in paragraph (1.a.) above.

h. Internegative: Three (3) first-class 35mm Estar Internegatives of the Picture made from the first generation Interpositive manufactured from the Original Picture Negative.

i. Check Print: Three (3) complete first-class composite 35mm checkprints of the Picture made from the Internegative, fully color corrected, fully cut, main and end titled, edited, scored and assembled and conformed in all respects to the Answer Print.

j. Trims and Outtakes: All unused takes and trims and all other film picture and soundtrack material produced for or used in the process of preparing the Picture, whether or not actually used in the Picture.

k. TV Cover Materials and ADR: If available, negative and positive prints of all-alternate takes, cover shots, looped dialogue lines (ADR), and other material ("Cover Material") used to create the television version. The Cover Material shall be boxed separately and clearly marked for identification.

2. SOUND ELEMENTS

a. Soundtrack Negative: Three (3) first-class completely edited 35mm synchronizing optical soundtrack negatives (including combined dialogue, sound effects and music) on Estar base stock made from the Modular Optical Discs described below or from the 2-trk Printmaster described below. The Soundtrack negatives must contain the Dolby SR/Dolby SRD, SDDS and DTS and must be ready in all respects for use in the manufacture of release prints.

b. 5.1 Printmaster + LT/RT: 5.1 mix of the Picture plus 2-trk LT/RT Printmaster containing a stereo configuration of left/center/right/left surround, right surround, sub woofer, LT, RT:

1.  One (1) DVD-r (Protools) master in sync with Digibeta PAL 16/9 master

2.  One (1) DVD-r (Protools) master in sync with Digibeta NTSC 16/9 master

c. 6+2 M&E Master: 5.1 mix fully filled M&Es containing a stereo configuration of left/center/right/left surround, right surround, sub woofer, plus one track of extra or optional material containing any special sound elements peculiar to the Picture (e.g. grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, dialogue from on-screen radios / computers/televisions, etc and dialogue track:

1.  One (1) DVD-r (Protools) master in sync with Digibeta PAL 16/9 master

2.  One (1) DVD-r (Protools) master in sync with Digibeta NTSC 16/9 master

3.  One (1) uncompressed Pro Tools DVD-r in perfect synchronization with the final version of the Picture in reel format.

d. Magneto Optical Disc (MOD): Two (2) Dolby Magneto Optical Disks containing the Dolby SR and SR-D Printmasters, conformed to the final version of the Picture.

e. DTS Release Print CDs: Two (2) sets of DTS release print CDs. The DTS release print CDs shall be in perfect synchronization with the final version of the picture.

f. 6-trk DME: Two (2) uncompressed Pro Tools DVD-r’s in perfect synchronization with the final version of the Picture in reel format.

g. 5.1 Final Mix Stems: Two (2) sets of Pro Tools DVD-r’s mix master stems, containing all separate stereo 6-track dialogue stems, all separate stereo 6-track music stems and all separate stereo 6-track effects stems.

h. Musical Score and Source: Two (2) CDs undipped (original score)

i. Closed Captions: Of the English language closed captioning disk containing pop-up style text for the NTSC version of the final feature.

3. VIDEO ELEMENTS

a. High Definition Video Masters: The following HDCAM SR long play 1080P/23.98sf high definition versions, fully color-corrected and titled with 5.1 mix on Channels 1-6, stereo left and right mix of the original theatrical soundtrack on Channels 7&8 and the fully filled stereo M&E on Channels 9&10. The textless title backgrounds shall be properly slated and transferred at the end of the Picture end credit roll for each aspect ratio:

1.  One (1) HD CAM SR long play 16/9 original aspect ratio

2.  One (1) HD CAM SR long play 16/9 1:78 full frame

3.  One (1) HD CAM SR long play 16/9 1:33 side matted

b.  Standard Definition Video Masters: The following videotape masters, fully color-corrected and titled with audio Channels 1&2 containing a stereo left and right mix of the original sound and Channels 3&4 containing a stereo left and right mix of the fully filled music and effects tracks. The textless title backgrounds shall be properly slated and transferred at the end of the Picture end credit roll for each aspect ratio:

1.  One (1) Digital Betacam NTSC 16/9 anamorphic original aspect ratio

2.  One (1) Digital Betacam NTSC 16/9 anamorphic 1.78 Full Frame

3.  One (1) Digital Betacam NTSC 4/3 1.33 Full Frame

4.  One (1) Digital Betacam PAL 16/9 anamorphic original aspect ratio

5.  One (1) Digital Betacam PAL 16/9 anamorphic 1.78 Full Frame

6.  One (1) Digital Betacam PAL 4/3 1.33 Full Frame

7.  One (1) DVD-r NTSC & PAL w/ no screening protection (2 total)

c.  Trailer Masters: (Texted & Textless) The following videotape masters with audio Channels 1&2 containing a stereo left and right mix of the original sound and Channels 3&4 containing a stereo left and right mix of the fully filled music and effects tracks. The textless title backgrounds shall be properly slated and transferred at the end of the Picture end credit roll for each aspect ratio:

1.  One (1) HD CAM SR 16/9 original aspect ratio

2.  One (1) HD CAM SR 16/9 1:78 full frame

3.  One (1) HD CAM SR 16/9 1:33 side matted

4.  One (1) Digital Betacam NTSC & PAL 4/3 1.33:1 Full Frame

5.  One (1) Digital Betacam NTSC & PAL 16/9 anamorphic 1.78:1 Full Frame

6.  One (1) Digital Betacam NTSC & PAL 16/9 anamorphic theatrical aspect ratio

7.  One (1) DVD-r NTSC & PAL w/ no screening protection (2 total)

4. TRAILER FILM ELEMENTS: (Flat & Scope) (Texted & Textless) Each of the following must be new, fully color-corrected and of the highest technical quality and condition. All picture and sound negatives must be free of physical damage and all splices must be sound, secure and transparent. The Trailer must be filmed in an aspect ratio (TBD) with a full frame at all times. Hard mattes are not acceptable.

a. Original Picture Negative or Digital Intermediate Negative: Two (2) original first-class completely edited color 35mm Trailer negatives - one (1) flat (1.85) and one (1) scope (2.35), texted and textless, fully timed.

b. Digital Intermediate Files (DI): The original DI files, flat and scope, texted and textless.

c. Digital Cinema Distribution Master (DCDM): One (1) complete original DCDM master.

d. Original Textless Negative or Digital Intermediate Negative Backgrounds: The original 35mm Trailer negative of the backgrounds (Flat and Scope) used to create optical effects in the main, credit, insert and end titles of the Picture which shall be supplied as a separate reel of picture negative.

e. Textless Backgrounds & Overlays; Titles and Texted Scenes: Two (2) sets of first-class completely edited color 35mm Interpositives (Flat and Scope) made from the Original Trailer Negative of the following:

§  All main and end title textless backgrounds without lettering.

§  Textless backgrounds without lettering of any forewords and/or other scenes carrying superimposed titles.

f. Answer Print: Two (2) first-class completely edited 35mm composite answer prints (Flat & Scope) from the Original Trailer Negative, fully timed and color-corrected, made from the items in paragraph A1 above.

g. Interpositive: One (1) flat texted and one (1) scope texted first-class 35mm Interpositive of the Trailer made from the Original Trailer Negative. The Interpositive shall be fully cut, main and end titled, edited and assembled and conformed in all respects to the composite Answer Print and Original Picture Negative.

h. Internegative: One (1) flat texted and one (1) scope texted first-class 35mm Estar Internegative of the Trailer made from the first generation Interpositive manufactured from the Original Trailer Negative.

i. Check Print: One (1) flat texted and one (1) scope texted complete first-class composite 35mm checkprint of the Trailer made from the Internegative, fully color corrected, fully cut, main and end titled, edited, scored and assembled and conformed in all respects to the Answer Print.

5. TRAILER SOUND ELEMENTS:

a. Soundtrack Negative: One (1) first-class completely edited 35mm synchronizing optical soundtrack negative (including combined dialogue, sound effects and music) on Estar base stock made from the Modular Optical Discs described below or from the 2-trk Printmaster described below. The Soundtrack negative must contain the Dolby SR/Dolby SRD, SDDS and DTS. The Soundtrack Negative must be ready in all respects for use in the manufacture of release prints.

b. 5.1 Printmaster + LT/RT: Two (2) Pro Tools DVD-r’s 6-Track (5.1 mix) Printmaster of the Picture plus 2-trk LT/RT Printmaster containing a stereo configuration of left/center/right/surround, extra or optional material containing any special sound elements peculiar to the Picture (e.g. grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, dialogue from on-screen radios/computers/televisions.

c. 6+2 M&E Master: Two (2) Pro Tools DVD-r’s (5.1 mix) fully filled M&Es plus one track of extra or optional material containing any special sound elements peculiar to the Picture (e.g. grunts, groans, shouts, screams, breaths, echoes, foreign language dialogue, dialogue from on-screen radios/computers/televisions, etc) and dialogue track.

d. Magneto Optical Disc (MOD): One (1) Dolby Magneto Optical Disk, containing the Dolby SR and SR-D Printmasters conformed to the final version of the Picture.

e. 6-trk DME: Two (2) Pro Tools DVD-r’s stereo mix master with separate stereo dialogue tracks, separate stereo music track and separate stereo effects track.

f. 5.1 Final Mix Stems: One (1) set of original Pro Tools DVD-r’s mix master stems, containing all separate stereo 6-track dialogue stems, all separate stereo 6-track music stems, and all separate stereo 6-track effects stems.

6. PROTECTION ELEMENTS

a. Source and Feature Picture Elements: Free access to all picture materials in this schedule noted as Access items including but not limited to the original camera tapes and all pre-print and protection materials related to the Picture, and all of its trailers and TV spots that are being held by a laboratory or facility.

b. Sound Elements: Free access to all audio materials in this schedule noted as Access items including but not limited to the original production recorded tapes, wild lines, looped lines, original music recorded masters, the individual dialogue, sound effects, music units, all resultant pre-dubs and dubbed masters of original language tracks of the Picture and all of its trailers and TV spots, each as held by a storage or sound facility.

d. Audio Recordings, Tracks and Masters: Free access to the original music recorded tapes, the individual dialogue, sound effects, music units, all resultant pre-lay recordings and sweetened masters of original language tracks of the Picture, and all of its Trailers and TV spots, each as held by the storage or sound facility.

7. ADDED VALUE & PROMOTIONAL MATERIALS: All elements that are either produced by the Producers or the Domestic Theatrical / DVD distributor, fully cleared for international use and ready for inclusion in the DVD master including:

a. EPK, featurette, deleted scenes, trims, outs, B-roll, alternate scenes, cover shots, audio commentary, alternate audio and making of footage. (See 8. E below)

8. RECORDS, DOCUMENTS AND PUBLICITY MATERIALS

All items to be delivered below shall be in the English language and Physically Delivered.

a. Underlying Materials. One (1) typewritten copy of the final shooting script of the Film.

b. Combined Dialogue and Action Continuity Feature and Trailer. One (1) typewritten copy in the English language, including translations of all dialogue not in English, of the complete final dialogue and action continuity script conformed to the theatrical version of the Film and Trailer containing all dialogue, narration and song vocals, as well as a cut-by-cut description of the picture action (identified by footage) in a form suitable for use in connection with dubbing and subtitling the Film and conforming exactly to the photographic action and soundtrack of the Film.

c. Unit Photography. All original RAW digital files, color transparencies, color negatives and contact sheets of all still photographs taken in connection with the Picture. In no event shall Producer deliver less than 250 pre-approved images or RAW digital files. All photography must note the name of the photographer. Any and all approvals or other authorizations that may be required in connection with Sales Agent's use of said photographs will be secured by Producer and delivered to Sales Agent at the time Producer delivers the respective photographs to Sales Agent.