MAD Z Productions - LETTER OF INTENT

LETTER OF INTENT

February 22, 2015

MAD Z Productions

39 Treehouse Circle

Easthampton, MA 01027

Attention: David Zagorski

To whom it may concern:

In furtherance of the discussions between MAD Z Productions (the "Production Company") and Maxim

Media International (the "Distributor") regarding an exclusive distribution arrangement, this Letter of Intent

is intended to summarize the preliminary understanding between the parties with respect to the terms and

conditions upon which a formal agreement would be drawn up.

1. Distribution Rights. Distributor and Production Company are negotiating the terms and conditions of a

distribution agreement under which Distributor will exclusively distribute the feature film(s) with working

title(s) of “Die Sluts, Die!” The parties intend that the agreement will include an exclusive right of

distribution in the World.

2. Term. The initial term of the agreement will be for a period of 10 years, with the first option to renew.

3. Project. Production Company will produce marketable 90 minute Horror feature films with David

Zagorski as Producer. The estimated completion date for “Die Sluts, Die!” is end of October 2015.

4. Legal. The relationship of the parties is that of independent contractors and nothing contained in this

Agreement shall be construed as establishing an employment, partnership, joint venture or other similar

relationship and neither party hereto shall be liable for any obligations incurred by the other party except

as expressly provided herein. This Letter of Intent may not be assigned to any other person or entity. This

Letter of Intent itself is not a legal contract and is not legally binding, but rather it is a means of ensuring

that both parties have the same understanding of the provisions before executing a formal, final and

legally binding agreement.

If you have any further questions regarding this Letter of Intent, please contact me.

Best regards,

Darrin Ramage

President

5025 South Ash Avenue Building B2

Tempe, Arizona 85282 U.S.A.

Phone 480.966.4070

Fax 480.966.4570

Toll Free 866.866.2094