You acknowledge that you would like to submit certain materials to Chilly Jill Productions and/or its affiliated/subsidiary entities. Such materials may include the materials described in Schedule A, or any portions thereof (the "Material"). By signing this release and returning it to us, you confirm that you have read and hereby accept the terms of this agreement (the "Release" or the "Agreement").

1. RELATIONSHIP OF THE PARTIES: You acknowledge that there does not now exist,nor has there ever existed, nor will there exist, a fiduciary relationship between you and Chilly Jilly Productions. You acknowledge that you have requested this opportunity to submit your Material to Chilly Jilly Productions, and that you make this submission, voluntarily.

2. AGREEMENT BETWEEN THE PARTIES: You acknowledge that you and Chilly Jilly Productions not yet reached any agreement whatsoever concerning the use of the Material. You realize that no obligation of any kind is assumed by, or may be implied against, Chilly Jilly Productions unless and until a written agreement has been entered into between you and Chilly Jilly Productions, and then the obligation shall only be as expressed in such written agreement. Notwithstanding, you understand that Chilly Jilly Productions assumes no obligation to proceed with negotiations of any kind respecting the Material.

3. REVIEW & RETURN OF THE MATERIAL: In consideration of your agreement to the terms of this Release, Chilly Jilly Productions agrees to cause its employee with appropriate responsibility of evaluating the Material to review your Material. You acknowledge and agree that you have retained a copy of the Material and that Chilly Jilly Productions assumes no obligation to return the Material to you. You understand that Chilly Jilly Productions is not under any obligation to furnish you with any information about the results of its review of the Material or its reasons for not proceeding further if Chilly Jilly Productions so decides. Chillly Jilly Productions review of the Material constitutes Chilly Jilly Productions acceptance of the terms and conditions of this Release, and COMPANY shall have relied upon your agreement herein in considering your Material for review. COMPANY agrees to use reasonable efforts to keep all the Material confidential.

4. SCOPE OF RELEASE: You acknowledge that this Release covers and governs any andall of the Material, whether first submitted to Chilly Jilly Prodcutions contemporaneously with, prior to, or following the execution of this Release, and that this Release also applies to any submission of the Material made to Chilly Jilly Productions by another source, directly or indirectly, by or through you.

5. SUMMARY OF MATERIALS: The Material being submitted with this Release is outlinedon the attached Schedule A. You declare that all of the important features of your Material, andthe particular items being submitted by you are summarized on the attached Schedule A andyou have not disclosed any other features to Chilly Jilly Productions.

6. OWNERSHIP OF MATERIALS: You represent and warrant that you are the sole andexclusive creator(s), author(s) and owner(s) of the Material, that to your knowledge no one else has any right to the Material, that you have the right to submit the Material to Chilly Jilly Productions, and that you have the power and authority to enter into this Release regarding the Material. You further warrant that no rights in the Material have previously been granted to anyone nor has the Material otherwise been exploited in any way.

7. NOVELTY OF IDEAS: Although Chilly Jilly Productions may accept and review the Material, you cannot and will not assume or infer that Chilly Jilly Productions regards your Material as unique, novel, valuable and/or usable. You understand and acknowledge that similar or identical materials may have been or may be submitted to Chilly Jilly Productions or others by others, including Chilly Jilly Productions employees; may have originated or been developed or made public by others, including

Chilly Jilly Productions employees; or may hereafter originate, be developed, be submitted or made public by others. Chilly Jilly Productions shall have the right to use, and you understand that you will not be entitled to any compensation because of Chilly Jilly Productions use of such other similar or identical material. Subject to the foregoing, Chilly Jilly Productions will not make any use of any legally protectable portion of your Material unless you and Chilly Jilly Productions have agreed in a writing concerning your compensation for such use, which compensation shall in no event be greater than the compensation normally paid by Chilly Jilly Productions for similar Material from comparable sources.

8. DISPUTE RESOLUTION: Any controversy arising out of or in connection with thisRelease, including without limitation any claim that Chilly Jilly Productions has used any legally protectable portion of your Material in violation of the terms hereof, shall be governed by the laws of the State of California, and the parties consent to the jurisdiction of the state and federal courts of California for the resolution of such matters. In the event of such controversy you agree that you shall assert such claims not later than six (6) months after the date on which you first learned (or reasonably should have become aware) of Chilly Jilly Productions use or intended use of any portion of the Material and thereafter you shall be barred from asserting any such claims. You further agree that your rights and remedies, if any, shall be limited to an action to recover compensatory money damages in an action at law, and without limitation of the foregoing, you expressly agree that you shall not seek to enjoin or restrain the production, exhibition, distribution, licensing, advertising, and/or promotion of any of COMPANY's programming, promotional or marketing plans, and/or any of the subsidiary rights in connection therewith.

9. ENTIRE UNDERSTANDING: This Release constitutes our entire understanding and agreement, and supersedes all prior understandings, whether written or oral. Any subsequent modification or waiver of this Release must be in writing, signed by both of us. The invalidity of any provision hereof is not to affect the remaining provisions.

10. MISCELLANEOUS: (a) You are executing this Release voluntarily, without coercion or undue influencefrom any source, and do so with complete understanding of all of its terms and effects, andevery portion thereof.

(b) The captions used in this Release are for convenience only and shall not used to interpret, define or construe any terms hereof.

(c) As used in this Release, the terms "you" and "your" includes and binds the undersigned and any and all legal representatives of the undersigned. As used in this release, the terms Chilly Jilly Productions and "we" includes and inures to the benefit of UP’s successors, assigns, employees, officers, directors, licensees, and associated companies and individuals.