ASSIGNMENT
AGREEMENT





This
Assignment Agreement (this “Agreement”), dated as of April 22, 2008, is entered
into by and among Cheyne Specialty Finance Fund L.P. (“Seller”), Seven Arts
Filmed Entertainment Limited (“Purchaser”), Peter Hoffman (“Hoffman”) and Seven
Arts Pictures plc, Deal Investments, LLC, Deal Productions, LLC, Seven Arts
Pictures, Inc., Seven Arts Future Flows I LLC, Rectifier Productions, LLC, and
Pool Hall Productions, LLC (collectively, the “Seven Arts
Parties”).





RECITALS





This
Agreement is being entered into in reference to the following
facts:





A.           Pursuant
to the Assignment Agreements dated as of December 26, 2006 (“Assignment
Agreements”) relating to the financing of the pre-production and production of
these certain motion pictures currently entitled Noise, Pool Hall Prophetsand Deal (“Pictures”), Seller has
acquired certain “Loan Documents Rights” relating to the Pictures as defined in
the Assignment Agreements.





B.           The
Purchaser wishes to purchase from the Seller and the Seller desires to sell to
the Purchaser all of the Seller’s right, title and interest in, to, and under
the “Loan Documents” as referred in the Assignment Agreements upon and subject
to the terms set forth herein.





NOW, THEREFORE, in consideration of the
mutual covenants contained herein, the parties hereto hereby agree as
follows.





ARTICLE 1 -
SALE





1.1           Purchase and
Sale.  Effective upon the Closing, as hereinafter defined, and
subject to and conditioned upon the terms hereof, the Seller hereby sells,
transfers, grants, and assigns to the Purchaser, and the Purchaser hereby
purchases and accepts from the Seller, in each case on and as of the Closing
Date, the Loan Document Rights (the “Assignment”).





1.2           Closing
Date.  The consummation of the transfer and assignment
contemplated herein shall be effected at a closing (the “Closing”) which shall
occur on April ____, 2008, or such other date as the Seller and the Purchaser
may otherwise agree in writing (the “Closing Date”), at the offices of the
Seller or at such other location upon which the Seller and the Purchaser may
agree in writing.





1.3           Purchase
Price.  On the Closing Date the Purchaser shall pay the Seller
in full and final payment for the Assignment of the Loan Documents and the Loan
Document Rights, the amount of £________ (the “Purchase Price”) in immediately
available funds by wire transfer in accordance with the Purchaser’s instructions
specified in Exhibit “A.”  The Purchaser shall pay the Purchase Price
without recourse, defense, offset, counterclaim, withholding, deduction or
reduction for any reason whatsoever.





1.4           No Continuing
Liabilities.  As of the Closing, the Seller shall have no
further obligations under or in connection with the Loan Documents or the Loan
Document Rights.





1.5           No
Warranties.                                The
sale, transfer, grant, and assignment of the Loan Document Rights and the Loan
Documents is and shall be on an “as is” basis, without recourse to the Seller of
any kind or nature whatsoever, or any representation or warranty by the Seller
of any kind or nature whatsoever, expressed or implied, except only such
representations and warranties of the Seller expressly provided in Section 2.1
of this Agreement.  For the avoidance of doubt, even if the Assignment
or this Agreement is found to be illegal, invalid, unenforceable, null, void or
otherwise ineffective, the Seller shall be entitled to retain the Purchase
Price.  The Purchaser shall not use the name or other business
identification of the Seller.


1





1.6           Repayment of
Loan.  Pursuant to this Agreement, all obligations owed to the
Seller under the Loan Documents will be deemed repaid in full and this Agreement
is without prejudice to any other party under the Loan Documents.





ARTICLE 2 – REPRESENTATIONS
AND WARRANTIES





2.1           Seller’s Representations and
Warranties.  The Seller hereby represents and warrants to the
Purchaser as follows:





2.1.1.                      The
Seller has all requisite power and authority to execute, deliver and perform,
all of its obligations under this Agreement and all other agreements, documents
and instruments executed and delivered, or to be executed and delivered, by the
Seller in connection herewith.





2.1.2.                      The
Seller’s execution, delivery and performance of this Agreement has been duly
authorized by all necessary action and does not and will not violate any
provision of the Seller’s charter or by-laws.





2.1.3.                      Except
as provided in this Agreement, the Seller has not sold, pledged, assigned,
transferred, disposed or terminated, in whole or in part, or entered into any
agreement to sell, pledge, assign, transfer, dispose of or terminate, in whole
or in part, any of its right, title and interest in and to the Loan Document
Rights or the Loan Documents or any rights under or in connection with the Loan
Document Rights or the Loan Documents, or agreed to do any of the
foregoing.





2.2           Purchaser’s and Seven Arts
Parties’ Representations and Warranties.The Purchaser and each Seven Arts
Party hereby represent and warrant to, and covenants with, the Seller as
follows:





2.2.1.                      Each
is duly organized, validly existing, and in good standing in the laws of the
state of its organization.  Each has all requisite power and authority
to execute and deliver, and to perform, all of its obligations under, this
Agreement and under all other agreements, documents and instruments to be
executed and delivered by each in connection herewith.





2.2.2.                      The
execution, delivery and performance of this Agreement by the Purchaser and each
Seven Arts Party has been duly authorized by all necessary organizational action
and does not and will not: (i) require any consent or approval of any
shareholder or member; (ii) violate any law, rule, regulation, order, writ,
judgment, injunction, decree, determination or award presently in effect having
applicability to Purchaser or any Seven Arts Party or any provision of the
Purchaser’s or any Seven Arts Party’s organizational documents; (iii) result in
a breach or constitute a default under any indenture or loan or credit agreement
or any other material agreement to which the Purchaser or any Seven Arts Party
is a party or by which it is bound; or (iv) require any authorization,
consent, approval, license, exemption by or from, or filing or registration
with, any court, executive or legislative body, governmental department,
commission, board, bureau, agency or instrumentality, domestic or
foreign.





2.2.3.                      This
Agreement constitutes a legal, valid and binding obligation of the Purchaser,
Hoffman and each Seven Arts Party enforceable against each in accordance with
its terms, except as such enforceability may be limited by bankruptcy,
reorganization, receivership, insolvency or similar laws affecting the
enforcement of creditors’ rights generally or by general principles of
equity.


2





2.2.4.                      The
Purchaser has made such examination, review and investigation of the Loan
Documents and of any and all facts and circumstances necessary to evaluate the
Loan Documents and the Loan Document Rights it has deemed necessary or
appropriate.  Except for the representations and warranties expressly
made by the Seller in Section 2.1, above: (i) the Purchaser has been and
will continue to be solely responsible for the Purchaser’s own independent
investigations as to all aspects of the transactions contemplated hereby
including, but not limited to: (1) the authorization, execution, legality,
validity, effectiveness, genuineness, enforceability, collectibility or
sufficiency of the Loan Document Rights and the Loan Documents; (2) the
adequacy, condition or existence of any collateral, or the attachment,
perfection or priority of any security interest or lien held by the Seller, in
connection with the Loan Agreement and the Loan Document Rights; (3) the
status, affairs, financial condition, operations, prospects, business, property,
assets and creditworthiness of the borrower under the Loan Documents (the
“Borrower”) and of any guarantor of any of the Borrower’s obligations or
liabilities, and any actions taken or to be taken under or in connection with
the Loan Document Rights and the Loan Documents; and (4) the legality, validity,
effectiveness, and enforceability of the Assignment and this Agreement; and (ii)
the Purchaser has not relied upon any express or implied, written or oral,
representation, warranty or other statement by or on behalf of the Seller
concerning any of the foregoing or otherwise with respect to the Loan, the Loan
Document Rights, the Loan Documents, or the Assignment.





2.2.5.                      The
Purchaser is acquiring the Loan Document Rights without any view either to
participate in (other than as described in this Agreement), or to sell the Loan
Document Rights in connection with, any public distribution
thereof.  The Purchaser has no intention of making any distribution of
the Loan Document Rights in a manner which would violate applicable securities
laws; provided, however, that (i) nothing in this Agreement shall restrict or
limit in any way the Purchaser’s ability and right to dispose of all or part of
the Loan Document Rights in accordance with such laws at some future time if the
Purchaser deems it advisable to do so; and, (ii) the Purchaser shall require any
person acquiring all or any portion of the Loan Document Rights or any proceeds
thereof from the Purchaser, other than the Seller or any successor, to agree in
writing to be bound (or to continue to be bound) by the terms of this
Agreement.





ARTICLE 3 – AFFIRMATIVE AND
NEGATIVE COVENANTS





3.1           Remittance of
Proceeds.                                                      If,
after the Closing, the Seller receives (i) any note or other obligation issued
by the Borrower in substitution or replacement of any of the Loan Documents, or
(ii) any cash, securities or other property distributed or paid by the
Borrower in connection with the obligations otherwise owing to the Seller in
connection with the Loan Document Rights, including, without limitation, any
amounts representing the proceeds of any of the collateral for the Loan
deposited into any collection account maintained by the Seller for the Loan,
then the Seller shall accept and hold the same in trust for such limited purpose
on behalf and for the benefit of the Purchaser, and shall deliver the same
promptly to the Purchaser in the same form received, with the Seller’s
endorsement (without recourse, representation or warranty) when necessary or
appropriate, or to any other person or entity identified by the
Purchaser.





3.2           Further
Assurances.                                           Effective
upon the Closing, the Seller and the Purchaser each shall execute and deliver
all such documents and instruments, and to take such further actions as may be
reasonably necessary or appropriate, from time to time, and at the requesting
party’s expense, to carry out the intent and purpose of this Agreement and to
consummate the transactions contemplated hereby; provided, however, that all
such documents and instruments executed, and actions taken, by the Seller shall
be without recourse or, except as expressly provided in this Agreement,
representation or warranty of any kind or nature whatsoever express or
implied.  The Seller shall execute and deliver such assignments of
copyright mortgages and UCC-1 financing statements as reasonably requested by
the Purchaser and shall deliver the original promissory note as promptly as
possible following the Closing.


3





3.3           Lab
Access.  Seller shall execute the laboratory instructions
attached hereto as Exhibit “B” and the assignment of proceeds in the form
attributed hereto as Exhibit “C” and deliver all such documents to Purchaser at
Closing.





ARTICLE 4 -
CONDITIONS





4.1           Conditions
Precedent.





4.1.1.                      The Seller’s Conditions
Precedent.  The Seller’s obligations under this Agreement shall
be subject to the satisfaction (or specific and express waiver by the Seller in
writing) of all of the following conditions precedent, on or prior to the
Closing Date:





4.1.1.1.                      the
Purchaser shall have paid the Seller the Purchase Price in full and Seller shall
have indefensibly received the Purchase Price in full as provided
herein;





4.1.1.2.                      the
Purchaser shall have complied with all terms, covenants and conditions to be
performed or complied with by the Purchaser as contemplated by this Agreement;
and





4.1.1.3.                      all
of the Purchaser’s representations and warranties shall be true and correct as
of the Closing Date and shall not be misleading in any respect.





4.1.2.                      The Purchaser’s Conditions
Precedent.  The Purchaser’s obligations under this Agreement
shall be subject to the satisfaction (or specific and express waiver by
Purchaser in writing) of all of the following conditions precedent, on or prior
to the Closing Date:





4.1.2.1.                      the
Seller shall have delivered to the Purchaser copyright mortgage assignments,
financing statement assignments, and such other documents as the Purchaser may
reasonably request in a form suitable for filing in the appropriate public
records, as applicable, to evidence the conveyance to the Purchaser of all of
the Seller’s right, title, and interest in and to the Loan Documents and the
Loan Document Rights; and





4.1.2.2.                      All
of the Seller’s and the Seven Arts Parties’ representations and warranties shall
be true and correct as of the Closing Date and shall not be misleading in any
respect.





ARTICLE 5 – GENERAL RELEASE
AND INDEMNIFICATION





5.1 General
Release.





5.1.1 General Release by Purchaser
and Hoffman.  Effective as of the Closing Date, Hoffman, for
himself, his heirs, executors, administrators, agents and assigns, and Purchaser
and each Seven Arts Party, for themselves, and their respective parents,
affiliates and subsidiaries, and their respective predecessors, successors and
assigns (collectively the “Releasing Parties”), each hereby knowingly and
voluntarily, irrevocably and unconditionally release and forever discharges
Seller and its parent, affiliates and subsidiaries, their respective
predecessors, successors and assigns, including, their respective present,
former, and future officers, directors, shareholders, attorneys, agents and/or
employees, and all persons acting by, through, under or in concert with any of
the foregoing, in both their individual and representative capacities
(collectively, the “Released Parties”), from any and all claims, controversies,
actions, causes of action, cross-claims, counter-claims, rights, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys’ fees, or liabilities of any nature
whatsoever in law and in equity (“Claims”), which any Releasing Party had, has,
or may have, against any of the Released Parties, whether known or unknown,
suspected or unsuspected, fixed or contingent, or claimed, including, without
limitation, all Claims which arise out of, relate to or are based on (i) this
Agreement, (ii) the Assignment, (iii) the Loan Documents, (iii) the Loan
Document Rights, (iv) the Pictures, or (v) the invalidity, illegality or
unenforceability of the Assignment or this Agreement.


4





5.1.2. Paragraph 1542
Waiver.  Without limiting the generality of the foregoing, the
Releasing Parties hereto release any and all past, present and future Claims in
connection with the Claims released herein, but which said parties do not know
of or suspect to exist in their favor, whether through ignorance, oversight,
error, negligence or otherwise, and which, if known, would materially affect
their decision to enter into this Agreement, and to this end they and each of
them, therefore, waive all rights under Paragraph 1542 of the Civil Code of
California which states in full as follows:





A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.





The Releasing Parties represent,
warrant and agree that in executing and entering into this Agreement, they are
not relying on and have not relied upon any representation, promise or statement
made by anyone which is not recited, contained or embodied in this
Agreement.  The parties understand and expressly assume the risk that
any fact not recited, contained or embodied herein or therein may turn out
hereafter to be other than, different from, or contrary to the facts now known
to them or believed by them to be true.  Nevertheless, the parties
intend by this Agreement, and with the advice of their own independently
selected counsel, to fully, finally and forever release all Claims released
herein and agree that this Agreement shall be effective in all respects
notwithstanding any such difference in facts, and shall not be subject to
termination, modification or rescission by reason of any such difference in
facts.





5.1.3 No
Assignment.  The Releasing Parties hereby represent and warrant
that they have not heretofore assigned or transferred or purported to assign or
transfer to any person or entity, whether by act, operation of law or otherwise,
all or any part of any interest in any Claim, contention, demand or cause of
action relating to any matter released herein.





5.1.4  Covenant Not to
Sue.  The Releasing Parties hereto acknowledge and agree that
they will not file, commence, join in or in any manner prosecute or enforce, or
assert any defense, offset or cross-claim with respect to, or otherwise assert,
defend or seek relief through, any lawsuit, arbitration or action arising out
of, based upon or relating to any Claim released herein by such
party.





5.2  Indemnification.  The
Purchaser, Hoffman and the Seven Arts Parties hereby, jointly and severally,
agree to indemnify, defend and hold the Seller and all Released Parties
harmless, from and against any and all Claims brought or asserted against Seller
or any Released Party resulting from any Claim arising out of, based upon or
relating to (a) any breach of this Agreement by Purchaser, Hoffman or the Seven
Arts Parties, (b) any Claim released herein, (c) any Claim by any party that the
Assignment is invalid, illegal or unenforceable, (d) the Loan Documents, (e) the
Loan Document Rights, (f) the Pictures, or (g) this Agreement.


5





ARTICLE 6 – GENERAL
PROVISIONS





6.1           Partial
Invalidity.  If any provision of this Agreement, or of any
other agreement, document or instrument contemplated hereby, is invalid, illegal
or unenforceable in any jurisdiction then, as to such jurisdiction only, such
provision shall, to the extent of such prohibition or unenforceability, be
deemed severed from the remainder of such agreement, document or instrument and
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.  For the avoidance of
doubt, and without limitation, even if the Assignment provisions of the
Agreement shall be deemed invalid, illegal or unenforceable, the Purchaser’s
obligation to pay the Purchase Price, and the Seller’s right to retain the
Purchase Price, shall be valid, legal and enforceable.





6.2           Governing
Law.  This Agreement, and the other agreements, documents and
instruments contemplated hereby, and the rights and obligations of the parties
hereto and thereto, shall be governed by and construed and enforced in
accordance with, the laws of the state of New York without reference to its
conflict or choice of law principles.





6.3           Litigation.





6.3.1.                      All
controversies, claims, disputes, or counterclaims between the parties hereto
concerning, based in any way upon, arising under, relating to, or arising in
connection with this Agreement, or any resulting transaction, including, without
limitation, their respective obligations hereunder, a disagreement about the
meaning, interpretation, application performance, breach, termination,
enforceability, or validity of this Agreement, and whether based on statute,
tort, contract, common law or otherwise, shall be subject to the jurisdiction of
the state and federal courts located in New York, New York.  The
Purchaser and the Seller waive any objection based on venue or forum non
conveniens with respect to any action instituted therein.





6.3.2.                      Any
judgment resulting from any court proceeding between the Purchaser and Seller
shall also provide for payment by the losing party (i.e., the party or parties
against whom an award is issued) of: (i) the fees and costs incurred in
connection with such court proceeding, as well as the attorneys’ fees and costs
incurred by the prevailing parties (i.e., all parties to the
court proceeding other than the losing party), and (ii) shall further provide
for the payment by the losing party of interest on the judgment.





6.3.3.                      Any
claim or action of any kind (including, without limitation, any claims for
breach of contract), against the Seller arising out of or connected with this
Agreement shall be barred and waived unless asserted by the filing of a
complaint within one hundred eighty (180)-days after the accrual of the action
or claim.  This limitation shall also apply to claims that might
otherwise be asserted against the Seller as a “set-off,” credit,
cross-complaint, or defense.





6.4           WAIVER OF JURY
TRIAL.  THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY
JURY.





6.5           Notices.  Except
as otherwise expressly provided herein, any notice, request, demand or other
communication provided for hereunder shall be in writing to be effective, and
shall be delivered personally, by certified mail, return receipt requested,
postage prepaid, or by transmission by a telecommunications device, and shall be
effective (i) on the day when personally served, including delivery by overnight
mail and courier service, (ii) on the third day after its deposit in the United
States mail, or (iii) on the business day of confirmed transmission by
telecommunications device.  The addresses of the parties hereto (until
notice of a change thereof is served as provided in this section) shall be as
follows:


6





If
      to the Purchaser, Hoffman or any Seven Arts Party:
              Seven
      Arts Filmed Entertainment Ltd.
              43
      Hertford Street
              London
      W1J 7SG
              United
      Kingdom
              Fax.
      No. 1 (323) 372 3790
            If
      to the Seller:
              Cheyne
      Specialty Finance
              Stornoway
      House
              13
      Cleveland Row
              London
      SW1A 1DH
              United
      Kingdom





6.6           Successors and
Assigns.  This Agreement shall be binding upon the parties
hereto and their respective successors and assigns, and shall inure to the
benefit of the parties hereto and the successors and assigns.





6.7           Integration;
Amendments.  This Agreement and the other agreements, documents
and instruments contemplated hereby are intended by the parties to be the final,
complete and exclusive expression of the agreement between them.  This
Agreement and such other agreements, documents and instruments supersede any and
all prior oral or written agreements relating to the subject matter hereof
between the Purchaser, Hoffman and the Seven Arts Parties, on the one hand, and
the Seller, on the other hand.  No modification, rescission, waiver,
release, or amendment of any provision of this Agreement or any such other
agreement, document or instrument shall be made, except by a written agreement
signed by the parties hereto.





6.8           Counterparts.  This
Agreement and the other agreements, documents and instruments contemplated
hereby may be executed in any number of counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument,
respectively.  Delivery of an executed counterpart of this Agreement,
or any such other agreement, document or instrument, by facsimile shall be
equally effective as delivery of a manually executed counterpart hereof and
thereof.  Any party delivering an executed counterpart by facsimile
shall also deliver a manually executed counterpart, but failure to do so shall
not affect the validity, enforceability, of binding effect of this Agreement or
any such other agreement, document or instrument.





6.9           Headings.  The
various headings used in this Agreement are inserted for convenience of
reference only and shall not affect the meaning or interpretation of this
Agreement or any provision hereof.


7


IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of
the date above first written.








CHEYNE
      SPECIALTY FINANCE FUND L.PBy:
            /s/ Andrew Galloway,
      DirectorPrint
      Name:Title:








SEVEN
      ARTS PICTURES PLCBy:Print
      Name:
            /s/
      Peter HoffmanTitle:








SEVEN
      ARTS FILMED ENTERTAINMENT, LTD.By:
            /s/ Peter
      HoffmanPrint
      Name:Title:








DEAL
      INVESTMENTS, LLCBy:Print
      Name:
            /s/ Peter
      HoffmanTitle:








DEAL
      PRODUCTIONS, LLCBy:
            /s/ Peter
      HoffmanPrint
      Name:Title:











SEVEN
      ARTS PICTURES, INC.By:Print
      Name:
            /s/ Peter
      HoffmanTitle:








SEVEN
      ARTS FUTURE FLOWS I LLCBy:
            /s/ Peter
      HoffmanPrint
      Name:Title:





POOL
      HALL PRODUCTIONS, LLCBy:
            /s/ Peter
      HoffmanPrint
      Name:Title:





RECTIFIER
      PRODUCTIONS, LLCBy:
            /s/ Peter
      HoffmanPrint
      Name:Title:











PETER
      HOFFMAN





/s/ Peter
Hoffman


Assignment
Agreement
 NY 71398774v4
 8


EXHIBIT
A


TO


ASSIGNMENT
AGREEMENT








PAYMENT
INSTRUCTIONS




Account:                        The
Royal Bank of Scotland International Limited


Bank:                               Wachovia
Bank, NA, New York
 Account
number:          2000193009149
(CHIPS; 155424)
 SWIFT:                           PNBPUS3NNYC
  For
further credit to:
 Account
name:              Cheyne
Specialty Finance Fund
 Account
Number:          1028-50554606
 Reference:                       "Senior
Loan Payment"





Assignment
Agreement
 NY 71398774v4
 9


EXHIBIT
B


TO


ASSIGNMENT
AGREEMENT





LAB
INSTRUCTIONS










www.7artspictures.com


As of 22
April 2008





Technicolor
East Coast, Inc,


Attention:
Ms. Ellen Pomerantz


110 Leroy
Street, 3th Floor


New York,
NY 10014


United
States of America





Dear
Sirs




This
letter serves to confirm the following:




I) Unless
defined otherwise, words and phrases in this release letter ("Releas Letter")
shall have the same meaning and definitions, as provided in the Laboratory
Pledge Holder Agreement dated as of 16 October 2006 regarding 'thePicture NOISE
("Agreement”).




2)Subsequent to
the Agreement, Lender entered into an assignment agreement dated as
of 27_December2006
as attached hereto (“Assignment Agreement") wherein
lender sold its'rights, title, and
interest in, to, and under the Loan Documents
(as defined therein) to Cheyne Specialty Finance Fund L.P, ("Cheyne”).




3) Cheyne hereby
notifies Laboratory that all of Borrowers' Obligations to Cheyne under the
Loan Documents as assigned have been paid and Cheyne has no further
obligation to make any advances under the Loan, The repayment of the Borrowers'
Obligation to Cheyne and the terms relating thereto, were intended to be
without prejudice to any other party under the related loan
documents.




4) Guarantor
hereby notifies Laboratory that the Picture has been completed and delivered, and Guarantor has been
release from its obligations, if any, withrespecttothe Picture and has
recoupedall sums, if any,which it is entitled torecoupin connection therewith and consents
to the materials being moved fromthe Laboratory into Borrowerspossession.




NOISE-Technicolor
Release Letter - 21 April 2006






























Assignment
Agreement
 NY 71398774v4
 10


EXHIBIT
C


TO


ASSIGNMENT
AGREEMENT





ASSIGNMENT OF
PROCEEDS








DIRECTION TO
PAY





Dated as of...





Please
make reference to the direction to pay entered into between SEVEN ARTS
INTERNATIONAL, a


United
Kingdom corporation ("Licensor"),
.................................a ............................corporation
("Licensee")


nd CHEYNE
SPECIALTY FINANCE FUND LP ("Financier") dated ...for the payment


of
certain funds for the motion picture "
..........................................................." (the "First
Direction to Pay"),





Unless
defined herein, words and phrases appearing in this second direction to pay
("Second Direction to


Pay")
shall have the meaning as defined in the aforesaid First Direction to
Pay.




The
Licensor, Licensee and Financier hereby agree that, until further notice, the
account referred to in


clause 6
of the Agreement shall be that of SEVEN ARTS INTERNATIONAL ("Licensor") and
receipts


due to
Licensor under the Agreement shat! hereafter be "Licensor's
Receipts".





Licensor's
Receipts shall be paid as and when due and payable, if by wire transfer,
to:





Coutts &
Co.


440
Strand


London WC2R
OQS


Sort Code:
18-00-02


Swift Code: COUT
GB22


IBAN: GB66 COUT 1800
91 10 3462 87


Account
#10346287


Reference"......................"





(or to
such other address or account as the Licensor may designate in
writing);"





All other
clauses and conditions set forth in the Agreement, not herein amended, for any
legal purposes


shall
remain in full force and effect and bind the parties and are hereby ratified and
confirmed.




IN
WITNESS HEREOF, the parties hereto have agreed and caused this Second Direction
to Pay to be


executed
by their duly authorized representatives:





"...................."                                   
      SEVEN ARTSCHEYNE SPECIALTY


("Licensee")                                            INTERNATIONAL                                            FINANCE
FUND LP


("Licensor")                                            ("Financier")





By:




By:                                            By:





Its:




Its:                                          
               Its:





Date:


Date:                                                 
     Date:

















38
Hertford Street, London WIJ 7SG, United Kingdom


Main: +44
20 3006 8222, Fax: +44 20 3006 8220


www.7artspicturescomCompany number:
5160597, V.A.T. no.: 820 7673


Assignment
Agreement
 NY 71398774v4
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