Intellectual Property Security Registration and the Report of the U.S. Copyright Office on Copyright and Digital Distance Education

It is currently listed as available for television distribution through Carolco Television International and for export through Orion Entertainment. It is also currently listed as available in video format through HBO Video, Image Entertainment, Inc., Hendale Home Video, Inc. and Nova Home

Video.

The motion picture is based on a screenplay entitled TERMINATOR by James Cameron and Gale Anne Hurd, which was created in 1983, and registered for copyright as an unpublished work in the name of Hendale Fila Corporation, February 3, 1984, under entry No. PAU: 584-564.

Recorded Instruments

The following documents have been recorded in connection with TERMINATOR 2:

By Short Form Assignment dated January 3, 1990, recorded January 16, 1990 in Vol. 2514, pages 41-42, Hendale Film Corporation, Hendale Holdings, Ltd., Hendale Filu Sales Corporation and Handale Communications, Inc. granted all of its rights, titles and interests in and to the motion picture TERMINATOR, including all literary material written in connection with all sequels, remakes, prequals, spin-offs, film/television/video programs and/or series relating to the published motion picture, and with a proposed motion picture tentatively entitled TERMINATOR 2, in perpetuity and without limitation, to Carolco International, N.V., subject to the terms and conditions of the Assignment Agreement between the parties dated as of January 3, 1990.

By instrument dated February 7, 1990, recorded November 20, 1990, in vol. 2595, page 290, American Gothic Productions, Inc. assigned and quitclaimed to Carolco International, N.V., in perpetuity all right, title and interest in and to all literary material written by William Wisher, pursuant to the Employment Agreement between Willian Wisher and American Gothic Productions, Inc. dated as of February 6, 1990, with respect to the proposed theatrical motion picture entitled TERKIATOR 2, subject to all of the terms, conditions and provisions contained in the agreement between American Gothic Productions, Inc. and Carolco International, N.V., dated as of October 27, 1989.

By Assignment dated February 7, 1990, recorded November 20, 1990, in Vol. 2595, page 290, American Gothic Productions Inc. assigned and quitclaimed to Carolco International N.V., in perpatuity, all its right, title and interest in the literary material by William Wisher pursuant to the Employment Agreement dated as of February 6, 1990 between Wisher and AGP with respect to the proposed motion picture entitled TERMINATOR 2. This Assignment is subject to the taras of a deal memo between the parties dated as of October 27, 1989.

By instrument dated May 22, 1990, recorded June 13, 1990, in Vol. 2550, page 211, Carolco International, N.V. granted to riStar Pictures, Inc. a license to exercise exclusive theatrical, non-theatrical, video and airline distribution rights relating the feature length motion picture photoplay entitled TERMINATOR 2, throughout France and the French Ex-Colonies, East Germany (except video), West Germany (except video), Austria (except video), Denmark, Finland, Iceland, Norway, Sweden, Australia, New Zealand, South America, Central America, Dominican Republic; Mexico, Puerto Rico (except video), East, West and South Africa, Switzerland and Liechtenstein, Hong Kong, Macao, the Philippines and Belgium (video only), for the tera set forth in the Distribution Agreement between the parties, dated as of May 23, 1990. The entire recorded document is executed in accordance with and is subject to the terms, provisions and restrictions of the Security Agreement between the parties dated as of April 25, 1990 and the Distribution Agreement between the two parties dated as of May 23, 1990.

By Assignment and Mortgage of Copyright dated September 20, 1990, recorded October 11, 1990, in Vol. 2584, page 340, Carolco Pictures Inc., pursuant to the Distribution Agreement dated as of November 15, 1988 between it and Tri-Star Pictures Inc., granted to Tri-Star a license to exercise exclusive theatrical, nontheatrical and airline distribution rights in the motion picture entitled TERMINATOR II throughout the United States and its territories and possessions (excluding Puerto Rico and the U.S. Virgin Islands) and Canada and its territories and possessions (as specifically set forth in the Distribution Agreement) for the tera defined in that agreement. Solely to the extent necessary for the assignee to exercise the rights granted, assignor hereby mortgaged and assigned to assignee all its right, title and interest in the copyright in the underlying property and the picture and all renewals and extensions thereof and has also granted a security interest with respect to the picture in the collateral as defined in the Security Agreement dated as of April 25, 1990.

By instrument dated September 20, 1990, recorded October 11, 1990, in vol. 2584, page 340, Carolco Pictures, Inc. granted to Tri-Star Pictures, Inc. a lense to exercise exclusive theatrical, non-theatrical and airline distribution rights relating to the feature length motion picture entitled TERMINATOR 2, throughout the United States and its territories and possessions (excluding Puerto Rico and the U.S. Virgin Islands)

and Canada and its territories and possessions for the tera defined in the Distribution Agreement between the parties dated as of November 15, 1988. The entire document is executed in accordance with and is subject to the terms, provisions and restrictions of the Security Agreement dated as of April 25, 1990 and the Distribution Agreement dated as of November 15, .1988, between the parties.

By a Merchandising License Agreement dated as of January 16, 1991, recorded October 21, 1991, in Vol. 2701, pages 60-86, Carolco Pictures, Inc. and Carolco International, N.V. granted to Kenner Products the sole and exclusive license to any and all uses of the storylines, scripts, designs, art work, props, characters, physical properties, trademarks, logos and copyrights associated with the motion picture entitled TERMINATOR 2: JUDGMENT DAY and any sequel, prequel, spin-off, live or animated television or other video program or series based on any of the same throughout the world for the term commencing on January 31, 1991 and expiring June 30, 1994 including the right to manufacture, sell and distribute various licensed articles including action figures, arts and crafts, board games, electronic toys, toy weapons and others, as more fully described in Attachment A. Also granted was the right to use the name and likeness of the principal performers Arnold Schwarzennegger and Linda Hamilton.

By instrument dated as of January 31, 1991, recorded February 11, 1991, in Vol. 2619, pages 412-414, Carolco Pictures, Inc. exclusively granted, assigned and transferred to live Hone Video, Inc. all rights of every kind and nature under copyright to exploit the motion picture entitled TERMINATOR 2 by any and all means and in all languages in the home video media,. throughout the United States and its territories and possessions, including Puerto Rico and the United States Virgin Islands and Canada, for a term of 15 years following the first home video release. Following the expiration of the said term, the document stated there will be a six month non-exclusive sell-off period. The entire document is executed in accordance with the terms and conditions of the agreement between the parties dated July 27, 1987, restated as of October 15, 1987 and further amended on April 12, 1990.

By Instrument of Transfer dated March 23, 1992, recorded April 2, 1992, in vol. 2752, pagas 191-194, Carolco International N.V. assigned to RCS Video Services Antilles, N.V. all its right, title and interest in the free television rights in this motion picture in the U.K. for 15 years from the availability date (not given) for the motion picture, provided that the terms shall not commence prior to the exercise of the offer granted to RCS under the Offer Agreement by and between RCS and CINV dated as of March 20, 1992, subject to the terms of the Agreement as well as the Option Security Agreement dated as of March 20, 1992 between the parties.

On April 1, 1992, recorded April 2, 1992, in Vol. 2752, pages 195-199, Carolco International N.V. executed an Option Copyright Mortgage and Assigment to RCS Video Services Antilles, N.V. in connection with this notion picture and 16 others.

By Copyright Assignment dated May 1, 1987, recorded May 6, 1987 in Vol. 2273, pages 309-334, annon Fila Distribution, V.O.F., Cannon Releasing Corporation, dannon Screen Entertainment (Holdings) Ltd., Lennon Tuschainski Film Distribution, B.V., Rannon City Film Distribution, Cannon Distributors, Inc., Bearsphere, Ltd., Cannon Argonaut Films, Ltd., Cannon Badger Filas, Ltd., Cannon Berwick Films, Ltd., Cannon Broadwick Street Films, Ltd., [Cannon Dreamaxe, Ltd., Leannon Elstree Distributors, Ltd., Leannon Elstree Studios, Ltd., ¡Cannon Films, Ltd., Carmon Film Productions, Ltd.)Cannon Film Sales, Ltd. Cannon Individual Pictures, Ltd.,/Cannon Lion International Films, Ltd., Cannon Next.low, Ltd., Leannon Pathe Equipment Ltd., Cannon Penits Consultants, Ltd., Cannon Tudor Productions, Ltd. Cañinon Vale Film Productions, Ltd. Cannon Video, Ltd., Cannon Wardour Street Films, Cannon Cinema Elilia, S.R.L., Cannon Cinema, G.■.b.H., Cannon Cinemas, Ltd., Cannon City, B.V., Cannon City Produktie Kaatschappij, B.V., Leannon Irisbook, Ltd., Cannon Music, Ltd. Leannon Productions, Inc., Cannon Productions, S.R. L., “Cannon Properties, Inc., Cannon Screen Entertainment, Inc., et al assigned to Loopservice Ltd., Cannon Australia, B.V. Winter Screen Entertainment Inc. all respective rights, titles and interests in all copyrights now owned or hereafter acquired by any of than including this motion picture, and including without limitation original, renewal, extended and reversionary terms of copyright, in perpetuity throughout the universe, subject to the terms of the Library Agreement (data not given).

By Copyright Assignment dated May 1, 1987, recorded July 7, 1987 in Vol. 2273, pages 355-404 Cannon International, V.O.F. by Cannon International, B.V., ganeral partner, Cannon Films, Inc., Cannon Screen Entertainment, Ltd., Cannon S B Films, Inc. and Cannon Film Sales, Ltd. granted to Weintraub Entertainment (Rights), Ltd., Diepvriescentrale Hengelo Beleggingen, B.V., which name will be changed to Weintraub Entertainment Group, B.V., and Weintraub Entertainment Group, Inc. all rights, titles and interests in all copyrights in perpetuity throughout the universe in numerous properties including the above motion picture, pursuant to a motion picture library purchase agreement dated May 1, 1987.

By Exclusive License Agreement dated May 21, 1995, recorded December 23, 1985, in Vol. 2152, pages 520-542, Trudeau Cummings Productions assigned to Karl-Lorimar Home Video Inc. the exclusive license to distribute and otherwise exploit this motion picture and eleven others in all forms of audiovisual devices, including videocassettes, videodiscs and such video devices now or hereafter known for a tern of seven years from the date the picture is first released on video cassette, worldwide. The grant includes the right to distribute the videocassettes in the institutional market, including medical, educational and religious institutions, retirement homes, libraries, civic groups, clubs, summer camps and institutions with shut-ins for their non-commercial, non-theatrical exhibition. The licensor did not authorize the exhibition in any and all other media including but not limited to theatrical, pay television, free television and/or public television until at least one year after the picture is first released on videocassette.

By Copyright Assignment dated May 1, 1987, recorded July 7, 1987 in Vol. 2273, page 464-519, Cannon Film Distribution, V.O.F., Cannon Releasing Corporation, Cannon Screen Entertainment (Holdings), Ltd., Cannon Tuschainski Film Distributors, Inc., Bearsphere, Ltd., Cannon Argonaut Films, Ltd., Cannon Badger Films, Ltd., Cannon Barwick Films, Ltd., Cannon Broadwick Street Films, Ltd., Cannon Dreamaxe, Ltd., Cannon Elstree Distributors, Ltd., Cannon Elstree Studios, Ltd., Cannon Films, Ltd., Cannon Film Productions, Ltd., Cannon Film Sales, Ltd., Cannon Individual Pictures, Ltd., Cannon Lion International Filas, Ltd., Cannon Nextlow, Ltd., Cannon Pathe Equipment, Ltd., Cannon Penits Consultants, Ltd., Cannon Tudor Productions, Ltd., Cannan Vale Film Productions, Ltd., Cannon Video, Ltd., Cannon Wardour Street Films, Cannon Cinema Elilia, S.R.L., Cannon Cinema, G.m.b.H., Cannon Cinemas, Ltd., Cannon City, B.V., Cannan City Produktie Maatschappij, B.V., Cannon Irisbook, Ltd., Cannon Music, Ltd., Cannon Productions, Inc., Cannon Productions, 8.R.L., Cannon Properties, Inc., Cannon Screen Entertainment, Inc., et al. granted to Weintraub Entertainment (Rights), Ltd.,

Diepvriescantrale Hengelo Beleggingen, B.V., which name will be changed to Weintraub Entertaiment Group, B.V. and Weintraub Entertainment Group, Inc. all rights, titles and interests in all copyrights in perpetuity throughout the universe in numerous properties including the above motion picture, pursuant to a bill of sale dated May 1, 1987.

By Assignment dated May 1, 1987, recorded July 8, 1987 in Vol. 2274, pages 171-223 Cannon Productions, N.V., Cannon Film Distributors, V.O.F., Cannon Tuschinski Beheer, B.V., Cannon France, S.A., Cannon Cinema Italia, S.R.L., Cannon Releasing Corporation, Cannon Screen Entertainment (Holdings), Ltd., Cannon Tuschainski Film Distribution, B.V., Cannon City Film Distribution, Cannon Distributors, Inc., Bearsphere, Ltd., Cannon Argonaut Films, Ltd., Cannon Badger Films, Ltd., Cannon Berwick Films, Ltd., Cannon Broadwick Street Films, Ltd., Cannon Dreamaxe, Ltd., Cannon Elstree Distributors, Ltd., Cannon Elstree Studios, Ltd., Cannon Films, Ltd., Cannon Film Productions, Ltd., Cannon Film Sales, Ltd., Cannon Individual Pictures, Ltd., Cannon Lion International Films, Ltd., Cannon Nextlow, Ltd., Cannon Pathe Equipment, Ltd., Cannon Penits Consultants, Ltd., et al. granted to Weintraub Entertainment (Rights), Ltd.,

Diepvriescentrale Hengelo eleggingen, B.V., which name will be changed to Weintraub Entertainment Group, B.V., and Weintraub Entertainment Group, Inc. all rights, titles and interests in all copyrights in perpetuity throughout the universa in numerous properties including the above; motion picture, pursuant to a bill of sale dated May 1, 1987.

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