8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2010

ImaRx Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33043	86-0974730
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6860 Lexington Avenue, Suite 120 Hollywood, CA	90038
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (323) 790-1717

C/O Stoel Rives LLP,
201 S. Main Street, Suite 1100
Salt Lake City, UT 84111

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

CURRENT REPORT ON FORM 8-K
IMARX THERAPEUTICS, INC.
TABLE OF CONTENTS

Item	Page
Item 1.01. Entry into a Material Definitive Agreement.	4
Item 2.01. Completion of Acquisition or Disposition of Assets.	4
Description of Business	5
Properties	8
Legal Proceedings	8
Risk Factors	8
Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Security Ownership of Certain Beneficial Owners and Management	22
Directors and Executive Officers	23
Executive Compensation	24
Certain Relationships and Related Transactions, and Director Independence	27
Market Price of and Dividends on the ImaRx’s Common Equity and Related Stockholder Matters	28
Recent Sales of Unregistered Securities	29
Description of Company’s Securities	29
Indemnification of Directors and Officers	33
Change in and Disagreements With Accountants on Accounting and Financial Disclosure	33
Financial Statements and Exhibits	33
Item 3.02. Unregistered Sale of Equity Securities.	33
Item 3.03. Material Modification to Rights of Security Holders.
Item 4.01 Changes in ImaRx’s Certifying Accountant
Item 5.01. Changes in Control of ImaRx.	33
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	33
Item 5.06. Change in Shell Company Status.	34
Item 9.01. Financial Statements and Exhibits.	34
Exhibit 10.10
Exhibit 10.11
Exhibit 10.12
Exhibit 10.13
Exhibit 10.14
Exhibit 10.15
Exhibit 10.16
Exhibit 99.1
Exhibit 99.2

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to, among other things, the expected timetable for development of our product candidates, our growth strategy, and our future financial performance, including our operations, economic performance, financial condition, prospects, and other future events. We have attempted to identify forward-looking statements by using such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” or other similar expressions. These forward-looking statements are only predictions and are largely based on our current expectations. These forward-looking statements appear in a number of places in this Current Report.

In addition, a number of known and unknown risks, uncertainties, and other factors could affect the accuracy of these statements, including the risks outlined under “Risk Factors” and elsewhere in this Current Report. Some of the more significant known risks that we face are the risks and uncertainties inherent in the process of discovering, developing, and commercializing oncology drugs that are safe and effective for treating cancer, including the uncertainty regarding market acceptance of our product candidates and our ability to generate revenues. These risks may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

Other important factors to consider in evaluating our forward-looking statements include:

• the possibility of delays in, adverse results of, and excessive costs of the development process;

• changes in external market factors;

• changes in our industry’s overall performance;

• changes in our business strategy;

• our ability to protect our intellectual property portfolio;

• our possible inability to realize commercially valuable discoveries in our collaborations with pharmaceutical and other biotechnology companies;

• our possible inability to execute our strategy due to changes in our industry or the economy generally;

• changes in productivity and reliability of suppliers; and

• the success of our competitors and the emergence of new competitors.

Although we currently believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our future results, levels of activity or performance. We do not expect to update any of the forward-looking statements after the date of this Current Report or to conform these statements to actual results, except as may be required by law. You should not place undue reliance on forward-looking statements contained in this report.

INDUSTRY AND MARKET DATA

Information about market and industry statistics contained in this report are included based on information available to us that we believe is accurate in all material respects. It is generally based on academic and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and we cannot assure potential investors of the accuracy or completeness of the data included in this report. Forecasts and other forward-looking information obtained from these sources, including estimates of future market size, revenue and market acceptance of products and services, are subject to the same qualifications and the additional uncertainties accompanying any forward-looking statements.

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EXPLANATORY NOTE

Unless otherwise indicated or the context otherwise requires, all references below in this current Report to “we,” “us” or the “Company” are to ImaRx Therapeutics, Inc., a Delaware corporation,.

Item 1.01. Entry into a Material Definitive Agreement

The disclosures set forth under Item 2.01 hereof are hereby incorporated by reference in this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 14 , 2010 (the “Closing Date”), pursuant to an Agreement for the Purchase and Sale of Stock dated March 17, 2010 (the “Stock Purchase Agreement”) by and among ImaRx Therapeutics, Inc. (“we”, “us”, “ImaRx” or the “Company”), Sycamore Films, Inc. (“Sycamore Films”) and its stockholders (the “Sycamore Films Stockholders”), we issued 79,376,735 shares of our common stock to the Sycamore Films Stockholders in exchange for all of the outstanding shares of common stock of Sycamore Films, resulting in a change in control of the Company (the “Stock Purchase Transaction”). As a result, Sycamore Films became a wholly-owned subsidiary of ImaRx and the Sycamore Films Stockholders now hold in the aggregate approximately eighty-seven percent (87%) of our outstanding shares of commons stock.

Immediately prior to the closing of the Stock Purchase Transaction, pursuant to the terms of an Agreement and Plan of Merger dated March 17, 2010 (the “Merger Agreement”) by and among ImaRx, Sycamore Films, Sweet Spot, Inc. (“Sweet Spot”) and Sweet Spot’s stockholders and principals (the “Sweet Spot Stockholders”) Sweet Spot merged with and into Sycamore Films and the Sweet Spot Stockholders became shareholders of Sycamore Films (the “Merger Transaction”). The Merger Transaction was effective as of May 14, 2010, upon the filing of a certificate of merger with the Nevada Secretary of State, at which time Sweet Spot ceased to exist. The Stock Purchase Transaction and the Merger Transaction are collectively referred to herein as the “Transaction. “

Sycamore Films was formed for the primary purpose of effectuating the Merger Transaction and had no formal business operations prior to closing the Merger Transaction. Prior to the Merger Transaction Sweet Spot was a distribution and marketing company specializing in the acquisition, distribution and development of marketing campaigns for feature films.

As a result of the Transaction, the Company became a holding company whose primary asset is its ownership of 100% of the outstanding shares of Sycamore Films. As a result of the Merger Transaction, Sycamore Films primary business is that of a full-service distribution and marketing company specializing in acquisition, distribution and the development of marketing campaigns for feature films.

In connection with the closing of the Stock Purchase Agreement we experienced a change in control of our ownership, management and Board of Directors. As of the Closing Date, all of the members of the Board of Directors of ImaRx resigned and a new slate of directors and officers were appointed for both ImaRx and Sycamore Films.

We expect to seek stockholder approval to amend our Certificate of Incorporation to change our name from “ImaRx Therapeutics, Inc.” to “Sycamore Entertainment, Inc.,” to increase the authorized number of shares of common stock, par value $.0001 from 100,000,000 to 200,000,000, to effectuate a reverse stock split of one for two of the issued and outstanding shares of our $.0001 par value common stock, and to change our situs of incorporation from Delaware to Nevada.

We believe that the issuance of our Common Stock in connection with the Stock Purchase Agreement was exempt from registration under Section 4(2), Regulation D and Regulation S of the Securities Act.

Copies of the Stock Purchase Agreement and the Merger Agreement were filed as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed with the SEC on March 23, 2010. The foregoing description of the Stock Purchase Agreement and the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entireties by reference to the Stock Purchase Agreement and the Merger Agreement, respectively.

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Item 2.01(f) of Form 8-K provides that if ImaRx is a shell company immediately before a transaction disclosed under Item 2.01, then ImaRx must disclose the information that would be required if ImaRx were filing a general form for registration of securities on Form 10. ImaRx was a shell company immediately before the Transaction. Accordingly, we are providing below the information that would be included in a Form 10 if we were to file a Form 10. Please note that, unless otherwise specifically provided for, the information provided below relates to the business conducted by Sweet Spot prior to the Transaction and to be conducted by Sycamore films post-closing of the Transaction, except that information relating to periods prior to the date of the Transaction only relates to the party specifically indicated.

DESCRIPTION OF BUSINESS

Overview

ImaRx Therapeutics, Inc. was initially organized as an Arizona limited liability company in October 1999, was subsequently converted to an Arizona corporation in January 2000 and then reincorporated as a Delaware corporation in June 2000. The Company was initially engaged in the development and commercialization of therapies for human vascular disorders. In September 2008 and September 2009 the Company completed two assets sales which resulted in the sale of all of its operating assets and intellectual property. On May 14, 2010, the Company closed on the acquisition of Sycamore Films, Inc. (“Sycamore Films”) which resulted in Sycamore Films becoming a wholly-owned subsidiary of the Company.

The business of the Company is now carried out by and through its wholly owned subsidiary, Sycamore Films. By reason of the acquisition of Sweet Spot Productions, Inc. (“Sweet Spot”) by Sycamore Films immediately prior to the completion of the acquisition of Sycamore Films by the Company, the principal business activities of Sycamore Films are those historically engaged in by Sweet Spot as well as the additional lines of business that Sycamore Films intends to engage in as its full business plan is rolled out. Accordingly, while the business activities described herein relate primarily to the historical business of Sweet Spot, the anticipated activities of Sycamore Films on a go forward basis are also described.

Sweet Spot

Sweet Spot was formed in September 2006 as a California corporation as a full-service marketing agency specializing in conceiving, developing and producing consumer and trade campaigns promoting feature films. As such, Sweet Spot has participated in marketing and advertising campaigns over the past several years for motion pictures, video games, and other business promotion programs. Sweet Spot generally becomes involved in a marketing and advertising campaign for a motion picture or video game that is about to be released when the producer of the motion picture or video game engages Sweet Spot. Sweet Spot confers with the producer, its client, to determine its anticipated target audience. Through screenings, followed by question and answer periods, and its reliance on the experience of Sweet Spots executives, Mr. Scotti and Mr. Takats, the ideal target audience of the motion picture or video game becomes evident. Through a series of meetings and discussions with the producer, Sweet Spot arrives at what it believes the direction and style of a theatrical trailer, television campaign or Internet/online viral marketing program will be most effective to promote the motion picture or video game.

Once the direction and style of a campaign have been established, Sweet Spot works with writers with established experience in movie and video game marketing and begin to formulate the trailer, television advertisements and other promotional materials needed to attract the attention of the target audience to the product. Utilizing the latest technology, including animatics (a representation or dramatization utilizing actual footage, stock footage, photography stills, or animation materials available to Sweet Spot to demonstrate our conceptual point), power point presentations or doing sets of storyboards, Sweet Spot will provide materials to the producer reflecting several approaches to reaching the target audience. These materials, along with budget, concepts and draft scripts are supplied to the producer or the account executive in charge of the project. Once a conceptual direction is taken, and the corresponding budget for that concept is approved, Sweet Spot begins the production work on the marketing and advertising campaign.

The production work of Sweet Spot begins when it receives material from the producer. That material may include a completed project or materials from a project yet to be completed. From those materials, Sweet Spot’s creative team designs the graphics style (for titles and onscreen effects), auditions voice-over narrators that may suit the style of the piece, and create the sound (audio) design bed for the trailer or other advertising spot (a mix of narration, sound effects, dialogue and music). A rough first edit is presented to the producer or advertising agency. After a series of meetings, conferences and exchanges of notes, the trailer or other advertising materials are revised and put into final form and approved by the client.

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After the final form of a trailer or other advertising piece is approved, Sweet Spot engages service providers to complete the actual production of the trailer or other pieces. It is the task of Sweet Spot to work with the Motion Picture Association of America to ensure that its approval of the trailer has been secured. In addition, all television advertisements must pass ‘standards and practices’ of the FCC as well as each individual television and cable network that will be broadcasting the advertisement. Sweet Spot works with these networks to secure approval for the content of the advertisements. With respect to video game marketing content, Sweet Spot abides by and adheres to the approval of content standards set forth for all video game audio visual advertising by the Entertainment Software Rating Board. Finally, Sweet Spot ensures that the appropriate codes are placed on all masters for broadcast to identify the exact television advertisement (the name of the advertisement and whether it is a 15, 30 or 60 second advertisement). The master of all work done by Sweet Spot is provided to the producer and the media buyers engaged by the producer.

Sweet Spot has completed marketing and advertising campaigns for the following motion pictures:

“Beyond a Reasonable Doubt” for Anchor Bay Entertainment
“Yohan: The Child Wanderer” for Penelope Films
“Echelon Conspiracy” for Autonomous Films
“Armored” for SONY International
“Horrorfest I, II, III and IV” for After Dark Films
“An American Haunting” for After Dark Films
“Frontiers” for After Dark Films
“Captivity” for After Dark Films
“Weapons” for After Dark Films / “Weapons” DVD for Lionsgate
“Fierce People” for After Dark Films & Lionsgate
“Wristcutters: A Love Story” for After Dark Films
“Surviving Crooked Lake” for NeoClassics Films
“Moscow Belgium” for NeoClassics Films
“Black Balloon” for NeoClassics Films
“The Abandoned”, “Skinwalkers”, “The Tripper” all for After Dark Films
“Crazy 8’s” and “Mulberry Street” for After Dark Films
“No Love in the City, 2” for Marius Balchunas,

and for the following video games:

“Iron Man” for SEGA
“Mario & Sonic at the Olympic Games” for SEGA
“The Golden Compass” for SEGA
“Viking: Battle for Asgaard” for SEGA
“Sonic Unleashed” for SEGA
“Nights: Journey into Dreams” for SEGA
“SEGA Superstars Tennis” for SEGA
“Sonic Riders: Zero Gravity” for SEGA
“Sonic Chronicles: The Dark Brotherhood” for SEGA
“Dinosaur King” for SEGA
“Bleach: Shattered Blade” for SEGA
“Highlander” for Eidos

The production work done by Sweet Spot in connection with the marketing and advertising of businesses or other productions is essentially the same as described above. Sweet Spot has provided such services for business purposes or to create limited promotional materials short of a full advertising campaign for the following:

‘80 Best Picture Winner’ Montage: for the Academy of Motion Picture Arts & Sciences
(2008 Oscars telecast)
After Dark Films corporate logo
Pi Pictures corporate logo
Autonomous Films corporate logo
“Husk” for After Dark Films

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“You & I: Finding Tatu” for RAMCO Productions
“Universal Soldier: New Beginnings” for Signature Films
“After Dark Originals” for After Dark Films
“Searching for MeShell” for Sonic Pool / Patrick Newall Films
“Welcome to Hollywood, Pt 2” for Zachary Matz
“The Hustle” for Deon taylor Enterprises
“Nite Tales” for Deon Taylor Enterprises
“Chain Letter” for Deon Taylor Enterprises
“7eventy 5ive” for Deon Taylor Enterprises

Since its founding, Sweet Spot’s efforts have been recognized with many Key Art and Golden Trailer Award nominations. Sweet Spot was also awarded the Golden Trailer Award first place for Horrorfest II trailer.

Sycamore Films

Sycamore Films was organized as a Nevada corporation in July 2008. Sycamore Films will continue to conduct the historical operations of Sweet Spot as described above including the utilization of the marketing and advertising skills and experience of Sweet Spot. Additionally, Sycamore Films intends to expand its overall corporate capabilities to include: film acquisitions, publicity, print advertising, billboard advertising, as well as film distribution in addition to these marketing strategy capabilities. The niche that has made itself evident at this time to Sycamore Films, is the lack of distribution outlets for independent, art films and well-produced foreign films all worthy of being marketed and distributed so that these films become available to a large segment of the movie going audience. As major studios have increasingly focused their efforts and attention toward large ‘tent pole’ blockbuster films, many filmmakers are finding it increasingly difficult to get past the festival stage of their exhibition process. Sycamore Films intends to fill this niche by making the best possible deals to market these films, make smart distribution choices to get these films onto screens. The audience for such films is believed to be receptive, provided such films are available for viewing. The increasing number of cable networks and stations also is a source of outlet for such productions. Sycamore Films intends to provide product that is both entertaining and informative. The collective experience of Sycamore Films’ executives in marketing and distribution in the industry for the past 25 years is an asset that will be utilized in every aspect of the marketing and distribution of all films with which Sycamore Films decides to become involved. Some competitors that still remain today vary in their acquisition selections and deal structures. Sycamore Films will utilize the marketing and distribution skills, strategies and techniques of the principal executive officers of Sycamore Films with the expectation that Sycamore Films will be able to acquire a sufficient share of such films such that its early success will lead to follow on business as its reputation expands in the motion picture and video game industries.

Sycamore Films also intends to expand its potential base of clients by helping develop, nurture and groom young, up-and-coming talented film makers and producers passionate about the industry, by assisting them in the realization of their projects and the development of their motion pictures at all stages of the creative process. Many skilled and talented young filmmakers are making films today (from film schools to festivals, etc.). It is Sycamore Films’ intention to recognize the talented and most promising among them. Sycamore Films will provide encouragement and support, with the expectation that the development of these relationships will ultimately result in these filmmakers approaching Sycamore Films for their marketing and distribution needs when their projects reach that stage of development. Sycamore Films anticipates that it will foster these relationships by engaging in one or more of the following activities: reading scripts, critiquing pitches for film ideas, having scripts and film pitches submitted, showcasing new filmmakers in competitions conducted online resulting in the top contenders having the opportunity to assist in the direction of their film projects, and by reviewing short films directed or produced by up —and-coming young film makers. Relationships that the executives of Sycamore Films have with talent agencies and online networking services will be of valuable assistance in seeking introductions to such talent.

With respect to Sycamore Films’ intended film acquisition and distribution plans, films will be acquired through all means available, including festivals, Internet/online sources, foreign representation, negative pick-up deals, filmmaker deals, with the potential of participation of profits depending upon each individual scenario. A negative pick-up transaction involves the commitment by Sycamore Films to purchase the film from the producer at a later date when the film is completed including the acquisition of all rights to a completed film for cash, for a gross income percentage, or for putting up print and advertising (“P&A”) funds. Distribution rights may be acquired in exchange for P&A funding. Sycamore Films may also seek to engage in a multi-project deal on a first look basis with a producer or a motion picture or video game production company for all of their product, over an agreed-to duration. Such a “slate” type transaction may be established based upon a pre-determined gross receipts percentage

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split in exchange for Sycamore Films supplying P&A funds. If Sycamore Films agrees to provide P&A funds, it would put up a sum of money to cover prints (i.e., copies of the movie per number of movie theatre screens the film is to be exhibited on), and advertising costs needed for all marketing and distribution of a movie. A first look transaction is generally one where in consideration of funding from Sycamore Films, usually in the form of a secured loan, Sycamore Films will have the first right to determine if it desires to acquire the completed project or the right to distribute the film.

Sycamore Films intends to expand upon the relationships already established via Sweet Spot with talent agencies, international film commissions, production companies, financial institutions which provide production and P&A funds, foreign distributors and independent producers in order to source films with commercial potential.

In order to execute on its business strategies the Company and Sycamore Films will need to raise additional capital to fund operations. No assurance can be given that such funds will be raised or that the Company and Sycamore Films will have sufficient funds to expand its business activities as vigorously or as broadly as discussed above. The existing business activities of Sweet Spot, to be now conducted by Sycamore Films, will serve to provide a stable basis of operations for Sycamore Films as it expands its activities. Such expansion will be tied primarily to the rate and amount of funds the Company will raise in the next 12 to 24 months.

Employees

As of May 17, 2010, we had a total of 2 employees of which 2 were full-time.

Description of Property

Legal Proceedings

We are not currently subject to any legal proceedings and are also not aware of any pending legal, arbitration or governmental proceedings against us that may have material effects on our financial position or results of operations.

Available Information

We file reports with, or furnish reports to, the United States Securities and Exchange Commission, or SEC, including, but not limited to, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549, on official business days during the hours of 10:00 am to 3:00 pm Eastern Time. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

RISK FACTORS

Any investment in our stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and all information contained in this prospectus before you decide whether to purchase our common stock. Our business, financial condition or results of operation could be materially harmed by any of these risks. The trading price of our common stock could decline due to any of these risks or uncertainties, and you may lose part or all of your investment.

Risks Related to the Operation of our Business and Industry

Unless we are able to generate sufficient revenue, we will continue to incur losses from operations and may never achieve or maintain profitability.

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We have a history of net losses and negative cash flow from operations since inception. As of December 31, 2009, we had an accumulated deficit of $91.9 million. We have incurred losses in each year since our inception. Our net losses applicable to common stockholders for the fiscal years ended December 31, 2009 and 2008 were $0.6 million and $10.1 million, respectively. Although we currently do not have sufficient cash resources to further product development activities, we will no longer engage in the business activities in which we engaged prior to the Stock Purchase Transaction. At this time we are not certain of our ability to generate income in excess of our anticipated expenses as we seek to expand the business lines in which we intend to engage following the Stock Purchase Transaction.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

We have received an audit report from our independent registered accounting firm containing an explanatory paragraph stating that our historical recurring losses from operations which has resulted in an accumulated deficit of $91.9 million at December 31, 2009 raises substantial doubt about our ability to continue as a going concern. However, we will no longer engage in the business activities in which we engaged prior to the Stock Purchase Transaction. At this time we are not certain of our ability to generate income in excess of our anticipated expenses as we seek to expand the business lines in which we intend to engage following the Stock Purchase Transaction.

Our wholly-owned subsidiary Sycamore Films has limited operating history and there is no assurance that it will be successful in implementing their business strategy.

There can be no assurance that Sycamore Films will be successful in executing its business strategy and that the value of the Company’s shares of common stock will increase. Sycamore Films will need to raise additional working capital to fund its operations which will likely result in substantial dilution to the existing ImaRx stockholders.

We will continue to incur the expenses of complying with public company reporting requirements, which may be economically burdensome.

While we are pursuing the successful transition of our business following the closing of the Stock Purchase Transaction with Sycamore Films we have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, even though compliance with such reporting requirements may be economically burdensome and of minimal value to our stockholders. We will be obligated to continue complying with the applicable reporting requirements of the Exchange Act and, as a result, will be required to continue to incur the expenses associated with these reporting requirements, which will reduce the cash available for future activities.

We may default on the terms of the promissory notes with Red Cat Productions and JRT Productions which could result in ImaRx losing ownership of its primary asset, Sycamore Films.

In addition to the issuance of shares of ImaRx common stock by ImaRx under the terms of the Stock Purchase Agreement to each of Red Cat Productions, Inc. and JRT Productions, Inc. in exchange for all the shares of Sycamore Films common stock held by each of them, as additional consideration ImaRx also executed and delivered to each of Red Cat and JRT a promissory note in the principal amount of $200,000. Each $200,000 promissory note is secured by a first priority perfected pledge of 50% of the shares of stock of Sycamore Films owned by ImaRx. As a result, all of the shares of Sycamore Films held by ImaRx are pledged to secure the obligations represented by both of the $200,000 promissory notes. In the event ImaRx defaults on the payment of either or both of the $200,000 promissory notes, and such default is not cured within the applicable cure period, Red Cat and/or JRT may exercise in respect of the Sycamore Films shares pledged as security for the notes, in addition to other rights and remedies they may have, all of the rights and remedies of a secured party on default under the Uniform Commercial Code and also may sell the Sycamore Films shares or any part thereof at public or private sale. In the event that the proceeds of any such sale is insufficient to pay all outstanding indebtedness remaining on the notes, ImaRx may be liable for the deficiency, together with interest. In the event of such a default ImaRx would be left with no assets or operating business.

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Failure of our internal control over financial reporting could harm our business and financial results.

The new management of the Company has no experience operating or managing a SEC reporting company. They will need to hire staff with experience in public company financial reporting. The Company’s previous principal executive officer and principal financial officer concluded that based on an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, our disclosure controls and procedures were ineffective as of the end of the end of December 31, 2009.

If we are not able to maintain an effective system of internal control over financial reporting limits our ability to report financial results accurately and timely or to detect and prevent fraud will be limited. A significant financial reporting failure could cause an immediate loss of investor confidence in our management and a sharp decline in the market price of our common stock.

If the scope of Sycamore Films’ present business and customer base is not expanded, Sycamore Films’ business will be dependent upon a few major customers.

Initially the business of Sycamore Films will be that previously conducted by Sweet Spot. During 2008 and 2009, three customers accounted for over 75% of the total revenues of Sweet Spot in both years. The loss of any one of these customers could have a significant negative impact upon the revenues of Sycamore Films.

Risks Related to Our Finances and Capital Requirements

We expect our net operating losses to continue for an uncertain duration and we are unable to predict the extent of future losses.

As a result of the closing of the Stock Purchase Transaction, we expect our business activities will shift markedly from those conducted historically. While financing to support the expansion of our business activities as described under the caption “Business” is being secured, we are not able to predict when the activities we will conduct as therein described will result in positive cash flow and operating profits for the Company. We cannot provide any assurance that the Company will attain profitability.

We will need substantial additional funding and may be unable to raise capital when needed, which would force us to delay, reduce or eliminate the expansion of our business to be conducted through our subsidiary, Sycamore Films.

Although we expect to secure a line of credit of up to $8 million to finance our expanded business activities following closing of the Stock Purchase Transaction, we will require substantial additional financing through debt or equity investments in order to fully reach the potential scope of business activities we seek. The Company will be engaging investment bankers to assist in that regard, but no assurance can be given that a suitable arrange can be made or that financing in the range needed will be secured.

The costs of producing and marketing feature films have steadily increased and may further increase in the future, which may make it more difficult for a film to generate a profit or compete against other films.

The costs of marketing feature films have generally increased in recent years. These costs may continue to increase in the future, which may make it more difficult for our films to generate a profit or compete against other films. It may also result in clients of Sycamore Films being less willing to spend substantial amounts on our services to market their films. Historically, marketing costs have risen at a higher rate than increases in either the number of domestic admissions to movie theaters or admission ticket prices. A continuation of this trend would leave us more dependent on other media, such as home video, television, international markets and new media for revenue.

Our success depends on external factors in the motion picture and television industry.

Our success in expanding the business of Sycamore Films depends in part upon the commercial success of motion pictures, which is unpredictable. Operating in the motion picture industry involves a substantial degree of risk. Each motion picture is an individual artistic work, and inherently unpredictable audience reactions primarily determine commercial success. Generally, the popularity of motion pictures with which we may be involved depends on many factors, including the critical acclaim they receive, the format of their initial release, for example, theatrical or direct-to-video, the actors and other key talent, their genre and their specific subject matter. The commercial success of the motion pictures with which we are involved also depends upon the quality and acceptance of motion pictures that others release into the marketplace at or near the same time, critical reviews, the availability of alternative forms of entertainment and leisure activities, general economic conditions and other tangible and intangible factors, many of which we do not control and all of which may change. We cannot predict the future effects of these factors with certainty, any of which factors could have a material adverse effect on our business.

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In addition, because a motion picture’s performance in ancillary markets, such as home video and pay and free television, is often directly related to its box office performance, poor box office results may negatively affect future revenue streams. Our success will depend on the experience and judgment of our management to select and develop new investment and production opportunities. We cannot provide any assurance that the motion pictures with which we are involved will obtain favorable reviews or ratings, or that they will perform well at the box office, or in ancillary markets.

We face substantial competition in all aspects of our business.

We are smaller and less diversified than many of our competitors. As an independent distributor, we will constantly compete with major U.S. and international studios. Most of the major U.S. studios are part of large diversified corporate groups with a variety of other operations, including television networks and cable channels that can provide both the means of distributing their products and stable sources of earnings that may allow them better to offset fluctuations in the financial performance of their motion picture operations. In addition, the major studios have more resources with which to compete for ideas, storylines and scripts created by third parties as well as for actors, directors and other personnel required for production. The resources of the major studios may also give them an advantage in acquiring other businesses or assets, including film libraries, that we might also be interested in acquiring.

The motion picture industry is highly competitive and at times may create an oversupply of motion pictures in the market. The number of motion pictures released by our competitors, particularly the major studios, may create an oversupply of product in the market, reduce our share of box office receipts and make it more difficult for the films with which we are involved to succeed commercially. Oversupply may become most pronounced during peak release times, such as school holidays and national holidays, when theater attendance is expected to be highest. This oversupply may make it more difficult for us to market films for our clients as well as more difficult for us to market films as to which we are acting as distributor. Such difficulty could limit or reduce anticipated revenues across the lines of business in which we intend to engage.

We must successfully respond to rapid technological changes and alternative forms of delivery or storage to remain competitive.

The entertainment industry in general and the motion picture industry in particular continue to undergo significant technological developments. Advances in technologies or alternative methods of product delivery or storage or certain changes in consumer behavior driven by these or other technologies and methods of delivery and storage could have a negative effect on our business. Examples of such advances in technologies include video-on-demand, new video formats, including release of titles in high-definition Blu-Ray format, and downloading and streaming from the Internet. An increase in video-on-demand could decrease home video rentals. In addition, technologies that enable users to fast-forward or skip advertisements, such as digital video recorders, may cause changes in consumer behavior that could affect the attractiveness of our products to advertisers, and could therefore adversely affect our revenues. Similarly, further increases in the use of portable digital devices that allow users to view content of their own choosing while avoiding traditional commercial advertisements could adversely affect our revenues. Other larger entertainment distribution companies will have larger budgets to exploit these growing trends. We cannot predict how we will financially participate in the exploitation of motion pictures with which we are involved through these emerging technologies. If we cannot successfully exploit these and other emerging technologies, it could have a material adverse effect on our business, results of operations and financial condition.

We face risks from doing business internationally as we seek to expand the scope of our business activities.

As we expand our business activities, particularly with respect to film acquisitions and distribution, we expect to engage in more business outside the United States. As a result, our business will become increasingly subject to certain risks inherent in international business, many of which are beyond our control. These risks include:

• laws and policies affecting trade, investment and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

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• changes in local regulatory requirements, including restrictions on content;

• differing cultural tastes and attitudes;

• differing degrees of protection for intellectual property;

• financial instability and increased market concentration of buyers in foreign television markets, including in European pay television markets;

• the instability of foreign economies and governments;

• fluctuating foreign exchange rates;

• the spread of communicable diseases in such jurisdictions, which may impact business in such jurisdictions; and

• war and acts of terrorism.

Events or developments related to these and other risks associated with international trade could adversely affect our revenues from non-U.S. sources, which could have a material adverse effect on our business, financial condition and results of operations.

Protecting and defending against intellectual property claims may have a material adverse effect on our business.

Our ability to compete will depend, in part, upon successful protection of our intellectual property. We do not have the financial resources to protect our rights to the same extent as major studios. We will attempt to protect proprietary and intellectual property rights to our productions across all areas of our business through available copyright and trademark laws and licensing and distribution arrangements with reputable international companies in specific territories and media for limited durations. Despite these precautions, existing copyright and trademark laws afford only limited practical protection in certain countries. We also intend to distribute our products in other countries in which there is no copyright or trademark protection. As a result, it may be possible for unauthorized third parties to copy and distribute our productions or certain portions or applications of our intended productions, which could have a material adverse effect on our business, results of operations and financial condition. Litigation may also be necessary in the future to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or invalidity. Any such litigation could result in substantial costs and the diversion of resources and could have a material adverse effect on our business, results of operations and financial condition. We cannot provide any assurance that infringement or invalidity claims will not materially adversely affect our business, results of operations and financial condition. Regardless of the validity or the success of the assertion of these claims, we could incur significant costs and diversion of resources in enforcing our intellectual property rights or in defending against such claims, which could have a material adverse effect on our business, results of operations and financial condition.

Others may assert intellectual property infringement claims against us.

One of the risks of the film production business is the possibility that others may claim that our productions and production techniques misappropriate or infringe the intellectual property rights of third parties with respect to their previously developed films, stories, characters, other entertainment or intellectual property. To the extent we acquire completed films, we will seek to be indemnified by the seller if any such claims are made after we acquire the film. However, the seller may be unable to effectively provide meaningful indemnification to us. If any future claims of infringement or misappropriation of other parties’ proprietary rights are made and not fully covered by meaningful indemnification agreements, the assertion of such claims may materially adversely affect our business, financial condition or results of operations. Irrespective of the validity or the successful assertion of such claims, we could incur significant costs and diversion of resources in defending against them, which could have a material adverse effect on our business, financial condition or results of operations. If any claims or actions are asserted against us, we may seek to settle such claim by obtaining a license from the plaintiff covering the disputed intellectual property rights. We cannot provide any assurances, however, that under such circumstances a license, or any other form of settlement, would be available on reasonable terms or at all.

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Our business involves risks of liability claims for media content, which could adversely affect our business, results of operations and financial condition.

As a creator and distributor of media content, we may face potential liability for:

• defamation;

• invasion of privacy;

• negligence;

• copyright or trademark infringement (as discussed above); and

• other claims based on the nature and content of the materials distributed.

These types of claims have been brought, sometimes successfully, against producers and distributors of media content. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on our business, results of operations and financial condition.

Piracy of motion pictures, including digital and Internet piracy, may reduce the gross receipts from the exploitation of our films.

Motion picture piracy is extensive in many parts of the world, including South America, Asia, and former Eastern bloc countries, and is made easier by technological advances and the conversion of motion pictures into digital formats. This trend facilitates the creation, transmission and sharing of high quality unauthorized copies of motion pictures in theatrical release on DVDs, Blu-Ray discs, from pay-per-view through set top boxes and other devices and through unlicensed broadcasts on free television and the internet. The proliferation of unauthorized copies of these products is expected to have an adverse effect on our business to the extent we are successful in expanding our business into film distribution, whether for clients or for our own account. Additionally, in order to contain this problem, we may have to implement elaborate and costly security and anti-piracy measures, which could result in significant expenses and losses of revenue. We cannot provide any assurance that even the highest levels of security and anti-piracy measures will prevent piracy. In particular, unauthorized copying and piracy are prevalent in countries outside of the U.S., Canada and Western Europe, whose legal systems may make it difficult for us to enforce our intellectual property rights. While the U.S. government has publicly considered implementing trade sanctions against specific countries that, in its opinion, do not make appropriate efforts to prevent copyright infringements of U.S. produced motion pictures, there can be no assurance that any such sanctions will be enacted or, if enacted, will be effective. In addition, if enacted, such sanctions could impact the amount of revenue that we realize from the international exploitation of motion pictures. If no embargoes or sanctions are enacted, or if other measures are not taken, we may lose revenue as a result of motion picture piracy.

Our success depends on certain key employees.

Our success depends to a significant extent on the performance of a number of senior management personnel, including in particular Mr. Scotti and Mr. Takats. As our business expands it will also depend upon other key employees, including production and creative personnel. We do not currently have significant “key person” life insurance policies for any of our employees. We have entered into employment agreements with Mr. Scotti and Mr. Takats. However, although it is standard in the motion picture industry to rely on employment agreements as a method of retaining the services of key employees, these agreements cannot assure us of the continued services of such employees. In addition, competition for the limited number of business, production and creative personnel necessary to create and distribute our entertainment content as we expand our business is intense and may grow in the future. Our inability to retain or successfully replace where necessary members of our senior management and other key employees could have a material adverse effect on our business, results of operations and financial condition.

To be successful, we need to attract and retain qualified personnel.

Our success in our effort to expand our business will depend to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for the caliber of talent required to market and distribute our motion pictures continues to increase. We cannot provide assurance that we will be successful in identifying, attracting, hiring, training and retaining such personnel in the future. If we are unable to hire, assimilate and retain qualified personnel in the future, such inability would have a material adverse effect on our business, results of operations and financial condition.

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Risks Related to Our Common Stock

Our Common Stock may be considered a “penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our Common Stock is below $5.00 per share and therefore is a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our Common Stock and may affect the ability of our stockholders to sell their shares. In addition, since our Common Stock is trading on the OTC Bulletin Board, our stockholders may find it difficult to obtain accurate quotations of our Common Stock and may experience a lack of buyers to purchase such stock or a lack of market makers to support the stock price.

We cannot assure you that following the strategic transaction with Sycamore Films, our common stock will be listed on NASDAQ or any other securities exchange.

Following the strategic transaction with Sycamore Films we may seek to qualify our common stock for listing on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock will continue to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

Our principal stockholders and management own a significant percentage of our stock and will be able to exercise significant influence over our affairs.

Our executive officer, current directors and holders of five percent or more of our common stock own a significant portion of our common stock. These stockholders significantly influence the composition of our Board of Directors, retain the voting power to approve some matters requiring stockholder approval and continue to have significant influence over our operations. The interests of these stockholders may be different than the interests of other stockholders on these matters. This concentration of ownership could also have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could reduce the price of our common stock.

If our stock price is volatile, purchasers of our common stock could incur substantial losses.

Our stock price is likely to be volatile. The stock market in general and the market for small healthcare companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.

We are at risk of securities class action litigation due to our stock price volatility.

We are at risk of being subject to securities class action lawsuits because our stock price has declined substantially since our July 2007 initial public offering. Securities class action litigation has often been brought against other companies following a decline in the market price of its securities. While no securities class action claims have been brought against us, it is possible that lawsuits will be filed based on such stock price declines naming our company, directors, and officers. Securities litigation could result in substantial costs, divert management’s attention and resources, and seriously harm our business, financial condition and results of operations.

If there are substantial sales of common stock, our stock price could decline.

If our existing stockholders sell a large number of shares of common stock or the public market perceives that existing stockholders might sell shares of common stock, the market price of our common stock could decline significantly.

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The financial reporting obligations of being a public company and other laws and regulations relating to corporate governance matters place significant demands on our management and cause increased costs.

The laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and new rules adopted or proposed by the Securities and Exchange Commission, will result in ongoing costs to us as we comply with new and existing rules and regulations and respond to requirements under such rules and regulations. We are required to comply with many of these rules and regulations, and will be required to comply with additional rules and regulations in the future. With limited capital and human resources, management’s time and attention will be diverted from our business in order to ensure compliance with these regulatory requirements. This diversion of management’s time and attention as well as ongoing legal and compliance costs may have a material adverse effect on our business, financial condition and results of operations.

Anti-takeover defenses that we have in place could prevent or frustrate attempts to change our direction or management.

Provisions of our amended and restated certificate of incorporation and bylaws and applicable provisions of Delaware law may make it more difficult or impossible for a third party to acquire control of us without the approval of our Board of Directors. These provisions:

• limit who may call a special meeting of stockholders;

• establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on at stockholder meetings;

• prohibit cumulative voting in the election of our directors, which would otherwise permit holders of less than a majority of our outstanding shares to elect directors;

• prohibit stockholder action by written consent, thereby requiring all stockholder actions to be taken at a meeting of our stockholders; and

• provide our Board of Directors the ability to designate the terms of and issue new series of preferred stock without stockholder approval.

In addition, Section 203 of the Delaware General Corporation Law generally prohibits us from engaging in any business combination with certain persons who own 15% or more of our outstanding voting stock or any of our associates or affiliates who at any time in the past three years have owned 15% or more of our outstanding voting stock. These provisions may have the effect of entrenching our management team and may deprive stockholders of the opportunity to sell their shares to potential acquirers at a premium over prevailing prices. This potential inability to obtain a control premium could reduce the price of our common stock.

We do not intend to pay cash dividends on our common stock in the foreseeable future.

We have never declared or paid any cash dividends on our common stock or other securities, and we do not anticipate paying any cash dividends in the foreseeable future. Accordingly, our stockholders will not realize a return on their investment unless the trading price of our common stock appreciates. Our common stock price has depreciated significantly since our initial public offering and may continue to depreciate in value. The price of our common stock may never appreciate and our stockholders may never realize gain on their purchase of shares of our common stock.

Substantial future issuances of the Common Stock could depress our stock price.

The market price for the Common Stock could decline, perhaps significantly, as a result of issuances of a large number of shares of our Common Stock in the public market or even the perception that such issuances could occur. Under an existing registration rights agreement, certain holders of shares of Common Stock and other securities will have demand and piggy-back registration rights. Sales of a substantial number of these shares of our Common Stock, or the perception that holders of a large number of shares intend to sell their shares, could depress the market price of our Common Stock. The existence of such registration rights could also make it more difficult for us to raise funds through future offerings of our equity securities.

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Our stockholders may experience additional dilution upon the exercise of warrants and options.

Pursuant to the promissory notes issued to Mr. Scotti and Mr. Takats, each has the option at any time over the six month period prior to the maturity of those notes to elect to convert the principal balance of their respective note into shares of our common stock at a conversion ratio based upon the current market price of our common stock immediately prior to the date of exercise of the conversion right. If either or both of Mr. Scotti and Mr. Takats were to exercise that conversion right, based upon the current market value of our stock of $0.008 per share, each would be entitled to receive 25,000,000 additional shares of our common stock, substantially diluting all other shareholders.

Insiders have substantial control over us and could delay or prevent a change in corporate control.

After the Merger, our directors, executive officers and principal stockholders, together with their affiliates, are expected to beneficially own, in the aggregate, a majority of our outstanding common stock. As a result, these stockholders, if acting together, may have the ability to determine the outcome of matters submitted to our stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these persons, if acting together, will have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership may harm the market price of our common stock by:

• delaying, deferring or preventing a change in control of our Company;

• impeding a merger, consolidation, takeover or other business combination involving our Company; or

• discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with Sweet Spot’s audited financial statements and notes thereto for years ending 2008 and 2009, and interim unaudited financial statements for the quarters ended January 31, 2009 and 2010, which appear elsewhere in this report. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those set forth in the section entitled “Risk Factors” and elsewhere in this report.

The statements contained in this section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this MD&A are based on our current expectations and beliefs concerning future developments and their potential effects on the Company and Sycamore Films. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include those factors described in greater detail in Item IA of Part I, “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

The business of the Company will be accomplished through its wholly owned subsidiary, Sycamore Films, as described in greater detail in Item I, “Business Description.” Sycamore Films was created primarily for the purposes of acquiring Sweet Spot. As such, prior to the acquisition of Sweet Spot pursuant to the Merger Agreement dated March 17, 2010, Sycamore Films had no separate business operations and maintained no significant financial statements. Accordingly, the statements in this MD&A relating to historical financial information pertain to financial statements of Sweet Spot, while forward-looking statements relate to the projected expanded operations of Sycamore Films.

Prior to its acquisition by Sycamore Films, Sweet Spot has been operating primarily as an outside vendor for motion picture studios and video games producers that engaged Sweet Spot to develop and produce promotional campaigns for their films and video games. Sweet Spot derived its revenue from professional fees charged to customers for the production of trailers and television spots for the motion picture and video gaming industries (see Note 2 to Sweet Spot’s audited financial statements). Services of outside vendors similar to Sweet Spot are generally included in a motion picture or video game distribution/P&A budget. As such, the revenues of Sweet Spot have been dependent on the amount of projects produced by Sweet Spot’s customers, and the amount of distribution/P&A budget. Sweet Spot’s customers’ ability and willingness to produce and distribute new projects, in turn, depended on the availability and costs of financial capital for new projects and the general economic climate in the entertainment industry.

The general economic downturn in the national economy at the end of 2008, with significantly reduced sources of financing being its major consequence, set in motion a chain of events that had adverse impact on the entertainment industry in general, and on Sweet Spot’s financial condition in particular. Without financial capital readily available for production and distribution of new motion pictures and video games, Sweet Spot’s customers have significantly reduced both the number of new projects and the sizes of the distribution/P&A’s budget. Decline in consumer confidence and consumer spending was another factor in scaling down their operations and budgets. To minimize costs, many video game producers and movie studios began producing their P&As in-house, rather than engaging outside vendors like Sweet Spot. As a result, companies like Sweet Spot have sustained downturn in their operations. Sweet Spot’s results of operations in 2008 and 2009 discussed in this MD&A section should be viewed in the context of these economic conditions and developments in the entertainment industry.

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Results of Operations for the year ended October 31, 2008 and 2009

Revenues

Sweet Spot’s revenues declined from $1,108,435 in 2008 to $413,793 in 2009, causing the company to sustain net losses in both years. The decline in Sweet Spot’s revenues and operations is primarily attributable to the general conditions in the entertainment industry outlined above. Sweet Spot was particularly prone to industry changes due to Sweet Spot’s dependence on a few major clients (see Note 2 to Sweet Spot financial statements). Sweet Spot sustained a significant plunge in revenues when its major client (SEGA), as a cost-cutting measure, decided to produce their P&As in-house rather than retaining Sweet Spot. Sweet Spot sustained another drop in revenues when its major client, After Dark Films, in addition to reducing their general P&A budgets, made a corporate decision in 2009 to acquire fewer films, and produce more of their own movies. That second revenue drop is temporary, while After Dark Films’ projects are in the production stage. It is anticipated that Sweet Spot’s marketing and advertising services will be called upon once production on these films is completed. There have been no material failures in Sweet Spot’s particular products or services that may have accounted for any part of Sweet Spot’s revenue reduction.

Costs and Operating Expenses

Despite the decrease in revenues in 2009, Sweet Spot was able to minimize its net losses in 2009 in comparison to 2008 by adjusting to the shrinking demand for P&As through the process of cost optimization. Sweet Spot’s costs of revenue primarily consist of expenses relating to service providers used in the production process including personnel, licensing fees, and other costs allocable to the Sweet Spot’s projects. Sweet Spot’s operating expenses consist of selling and marketing (promotional) expenses and general and administrative expenses. Sweet Spot’s general and administrative expenses relate primarily to the compensation and associated costs for general and administrative personnel, professional fees, and other general overhead and facility costs.

In 2009, Sweet Spot’s costs and expenses have been reduced in all categories. Renegotiation of terms and conditions with Sweet Spot’s service providers resulted in reduction of cost of revenue ratio: in 2008, costs constituted 84% of revenues, whereas in 2009 this ratio was reduced to 73%. The resulting reduction of costs of revenue from $926,191 in 2008 to $304,009 in 2009 was largely due to a drastic reduction in compensation payments to Sweet Spot’s co-founders, Donald Scotti and Joseph Takats, who were compensated for their services primarily through their respective corporations, Red Cat Productions, Inc. and JRT Productions, Inc. Additionally, Sweet Spot’s promotional and marketing budget was reduced from $102,331 in 2008 to $44,248 in 2009, as Sweet Spot ceased to engage its public relationship consultant and enter in award shows or promotional catalogues. Finally, the general and administrative expenses have been cut almost in half, primarily through reduction in general overhead and supplies.

Sweet Spot’s financial statements do not account for legal and accounting costs that Sycamore Films and Sweet Spot has incurred as a result of the acquisition and merger transaction and the related preparation of audited statements and SEC filings, and will be incurring on an ongoing basis as part of compliance with public company’s obligations. Sycamore Films and Sweet Spot have incurred an estimated total of over $300,000 in legal fees and $45,000 in accounting fees to complete the merger of Sweet Spot in Sycamore Films and Sycamore Films’ subsequent acquisition by ImaRx. The Company’s compliance with a public company’s reporting obligations have been considered in creating Sycamore Films’ twelve months operating budget.

Results of Operations for the three months ended January 31, 2009 and 2010

The accompanying balance sheet of Sweet Spot as of January 31, 2010, the statements of operations and cash flows for the quarters ended January 31, 2009 and 2010, and the statement of stockholders’ deficit for the quarter ended January 31, 2010 are unaudited. Sweet Spot’s unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly Sweet Spot’s financial position, results of operations and cash flows for the quarters ended January 31, 2009 and 2010.

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Sweet Spot’s unaudited statement of operations for the quarter ending on January 31, 2010 reflects a decrease in revenues compared to the quarter ending on January 31, 2009: from $230,014 to $128,986. However, the cost of revenue ratio has been significantly improved: for 2009, costs constituted approximately 78% of the revenues, whereas for 2010 this ration has been reduced to approximately 45%. This improvement can be explained by Sweet Spot’s further efforts to optimize their costs. As a result, despite a slight increase in Sweet Spot’s operating expenses (from $56,798 for 2009 to $71,230 for 2010), Sweet Spot s net loss has been reduced from $9,593 for the quarter ending on January 31, 2009, to $3,438 for the quarter ending on January 31, 2010. These unaudited results, however, may not reflect all accounts payable or receivable and are not necessarily indicative of the results to be expected for the year ending October 31, 2010 or for any other future year.

Liquidity and Capital Resources

Sweet Spot

Sweet Spot had no substantial cash or cash equivalents or other financial assets at the end of 2008 and 2009 and no significant working capital as of January 31, 2010. Sweet Spot’s unaudited interim financial statements for the period ending January 31, 2010 reflect $62,641 in cash and cash equivalents. Cash equivalents, according to Sweet Spot’s accounting practices, include all highly liquid investments purchased with a maturity of three months or less. Sweet Spot places its cash and cash equivalents with high credit quality financial institutions, but at times, maintains cash balances in excess of amounts insured by the United States government or its agencies. Sweet Spot’s financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should Sycamore Films be unable to continue as a going concern.

Sycamore Films

As successor of Sweet Spot, Sycamore Films presently has no material unused sources of liquid assets and Sycamore Films’ liquidity and capital resources are expected to derive primarily from completion of a line of credit transaction with a financier that is also an investor. It is anticipated that this line of credit will provide Sycamore Films with working capital of up to $8 million over the next twelve (12) months. The Company intends to engage an investment banker to assist with additional capital raising activities to occur in 2011. No assurance can be given that such funds will be raised or that the Company and Sycamore will have sufficient funds to expand its business activities as vigorously or as broadly as discussed above. The existing business activities of Sweet Spot, to be now conducted by Sycamore Films, will serve to provide a stable basis of operations for Sycamore Films as it expands its activities. Such expansion will be tied primarily to the rate and amount of funds the Company will raise in the next 12 to 24 months. The Company’s and Sycamore Films’ ability to continue as a going concern is dependent upon obtaining additional capital and generating positive cash flows from operations. We have received an audit report from our independent registered accounting firm containing an explanatory paragraph stating that our historical recurring losses from operations raises substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

As of October 31, 2008 and 2009 and January 31, 2010, Sweet Spot did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Sycamore Films similarly has no plans for engaging in off-balance sheet arrangements.

Critical Accounting Policies and Management Estimates

This management’s discussion and analysis of the Company’s, Sycamore Films’ and Sweet Spot’s financial condition and results of operations are based on Sweet Spot’s financial statements, which have been prepared in accordance with the standards of the Public Company Accounting Oversight Board (United States). The preparation of these financial statements required us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosed amounts of contingent assets and liabilities and our reported revenue and expenses. Sweet Spot’s audits included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing auditors’ opinion on the effectiveness of Sweet Spot’s internal control over financial reporting, nor have the auditors provided such an opinion. The audits also included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

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We believe that the following accounting policies are critical to a full understanding of our reported financial results. Sweet Spot’s significant accounting policies are more fully described in Note 2 of Sweet Spot’s audited financial statements.

Revenue Recognition

Sweet Spot derives its revenue from professional fees charged to customers for the production of trailers and television spots for the motion picture and video gaming industries. Sweet Spot enters into fixed-price arrangements with its customers. To date, there have been no time and materials contracts. Sweet Spot recognizes revenue in accordance with Accounting Standards Codification 605-35, Revenue Recognition, Construction-Type and Production-Type Contracts (formerly Statement of Position No. 81-1). Accordingly, Sweet Spot records its revenue using the percentage-of-completion method of accounting. Under the percentage-of-completion method, revenues are recorded based on actual costs incurred to the total costs expected to be incurred at the completion of the contract.

If, in the future, Sycamore Films enters into time and materials contracts, Sycamore Films will recognize revenue as the services are performed based on the contractual billing rates.

Sweet Spot defers revenue when cash has been received from the customer and the arrangement does not qualify for revenue recognition under Sweet Spot’s policy. These amounts are reflected as deferred revenue on the accompanying balance sheets. Sweet Spot records accounts receivable when the arrangement qualifies for revenue recognition or Sweet Spot has a contractual billing right.

Revenue is recognized net of estimated sales returns and allowances. If actual sales returns and allowances are greater than estimated by management, additional expense may be incurred. In determining the estimate for sales allowances, Sweet Spot relies upon historical experience and other factors, which may produce results that vary from estimates. To date, the estimated sales returns and allowances have varied within ranges consistent with management’s expectations and have not been significant.

Accounts Receivable, Allowance for Doubtful Accounts and Concentrations

Sweet Spot provides credit to customers throughout the United States. In these instances, Sweet Spot performs limited credit evaluations of its customers and does not obtain collateral with which to secure its accounts receivable. Accounts receivable, if any, are reported net of an allowance for doubtful accounts, which is management’s best estimate of potential credit losses. Sweet Spot’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration customer concentrations, creditworthiness, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. As of October 31, 2008, 2009, and January 31, 2010, the allowance for doubtful accounts was $10,000, $14,300, and $14,300, respectively.

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Stock-Based Compensation

To date, Sweet Spot has not recorded any stock-based compensation as it has not issued any stock-based awards. Sycamore Films will recognize stock-based compensation expense related to employee option and restricted stock grants in accordance with Accounting Standards Codification 718 Compensation — Stock Compensation (“ASC 718”). This standard requires Sycamore Films to record compensation expense equal to the fair value of awards granted to employees.

Income Taxes

Deferred income tax assets and liabilities are computed for temporary and permanent differences between the financial statements and income tax bases of assets and liabilities. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to years in which the differences are expected to reverse. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred income tax assets and liabilities. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

In July 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which has been codified into Accounting Standards Codification 740. This pronouncement clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This pronouncement also provides a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in Sweet Spot’s tax return. This standard further provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements for uncertain tax positions. Sweet Spot retroactively adopted the provision of this accounting standard on November 1, 2007 as financial statements had not been previously issued for Sweet Spot. The adoption did have a significant impact on Sweet Spot’s results of operations, cash flows, or financial position.

Derivative Financial Instruments

Derivative financial instruments, as defined in SFAS No. 133, Accounting for Derivative Financial Instruments and Hedging Activities (“FAS 133”), codified into ASC 815, consist of financial instruments or other contracts that contain a notional amount and one or more underlying features (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company recently issued convertible promissory notes to the former shareholders of Sweet Spot with features that initially appear to be either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts, or (iii) may be net-cash settled by the counterparty. As required by FAS 133, in certain instances, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The Company is currently determining the impact of the promissory note issuances totaling $400,000 and will adopt the appropriate accounting policy upon final determination. If ultimately determined that an embedded conversion feature is present the Company will also determine the appropriate valuation technique (and combinations thereof) that are considered to be consistent with objectively measuring fair values. In selecting the appropriate technique, consideration will be given to, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s operating results will reflect the volatility in these estimate and assumption changes.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which has been codified into Accounting Standards Codification 855. The guidance includes new terminology for considering subsequent events and has required disclosure on the date through which an entity has evaluated subsequent events. The standard is effective for interim or annual periods ending after June 15, 2009. The adoption did not have a significant impact on Sweet Spot's results of operations, cash flows, or financial position.

In January 2010, the FASB amended authoritative guidance for improving disclosures about fair-value measurements. The updated guidance requires new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. The guidance also clarified existing fair-value measurement disclosure guidance about the level of disaggregation, inputs, and valuation techniques. The guidance became effective for interim and annual reporting periods beginning on or after December 15, 2009, with an exception for the disclosures of purchases, sales, issuances and settlements on the roll-forward of activity in Level 3 fair-value measurements. Those disclosures will be effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on the financial statements.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of our common stock as of (or options and warrants exercisable within 60 days of) April 30, 2010, by: (a) all those known by us to be beneficial owners of more than five percent of our common stock; (b) each current director; (c) each of the named executive officers; and (d) all of our executive officers and directors as a group. This table lists applicable percentage ownership based on 91,042,468 shares of common stock outstanding as of April 30, 2010.

Beneficial ownership is determined according to the rules of the SEC. Beneficial ownership means that a person has or shares voting or investment power of a security, and includes shares underlying options and warrants that are currently exercisable or exercisable within 60 days after the measurement date. This table is based on information supplied by officers, directors and principal stockholders. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below, based on the information each of them has given to us or that is otherwise publicly available, have sole investment and voting power with respect to their shares, except where community property laws may apply.

Options and warrants to purchase shares of our common stock that are exercisable within 60 days after April 30, 2010 are deemed to be beneficially owned by the persons holding these options and warrants and outstanding for the purpose of computing percentage ownership of that person, but are not treated as outstanding for the purpose of computing any other person’s ownership percentage.

Except as otherwise indicated, the address of the security and stockholders listed below is 6860 Lexington Avenue, Los Angeles, CA 90038.

	Shares		Percentage
	Beneficially		of Common Stock
Name of Beneficial Owner	Owned		Beneficially Owned
Edward Sylvan, CEO and Director		48,419,808		53	%
Terry Sylvan, Vice President, Corporate Communications and Director		14,767,765		16	%
Joseph Takats, Director, Senior Executive Vice President (1)		2,307,463		2.5	%
Donald Scotti, Director, President (2)		2,307,463		2.5	%
Michael Doban, Chief Operating Officer and Director		922,985		1.0	%
All directors and executive officers as a group (5 persons)(3)		68,725,484		75.50	%

(1)	Includes 2,307,463 shares of common stock held by JRT Productions, Inc. Mr. Takats is the sole stockholder of JRT Productions and as such has sole voting, dispositive and investment control over such securities.
(2)	Includes 2,307,463 shares of common stock held by Red Cat Productions, Inc. Mr. Scotti is the sole stockholder of Red Cat Productions and as such has sole voting, dispositive and investment control over such securities.
(3)	Includes shares described in footnotes (1) – (2)

Changes in Control

There are no change of control agreements in effect with respect to the outstanding shares of common stock of ImaRx. However, as part of the Transaction, ImaRx entered into a pledge and security agreement with respect to all of the shares of Sycamore Films acquired by ImaRx in the transaction. Because these shares represent the primary asset of ImaRx a description of the pledge transaction is provided below.

In addition to the issuance of shares of ImaRx common stock under the terms of the Stock Purchase Agreement to each of Red Cat Productions, Inc. and JRT Productions, Inc. in exchange for all the shares of Sycamore Films common stock held by each of them, ImaRx also executed and delivered to each of Red Cat and JRT a promissory note in the principal amount of $200,000. Each $200,000 promissory note is secured by a first priority perfected pledge of 50% of the shares of stock of Sycamore Films owned by ImaRx. As a result, all of the shares of Sycamore Films held by ImaRx are pledged to secure the obligations represented by both $200,000 promissory notes. Pursuant to the terms of the pledge and security agreement ImaRx may not, among other things, without the prior written consent of JRT and Red Cat, sell, gift, pledge, exchange or otherwise dispose of any of the Sycamore Films shares, cause or permit Sycamore Films to make any change in its capital structure or issue or create any stock or other equity interest, or take or fail to take any action which would in any manner impair the

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value of the Sycamore Films shares. In the event ImaRx defaults on the payment of either or both of the $200,000 promissory notes, and such default is not cured within the applicable cure period, Red Cat and/or JRT may exercise in respect of the Sycamore Films shares pledged as security for the notes, in addition to other rights and remedies they may have, all of the rights and remedies of a secured party on default under the Uniform Commercial Code and also may sell the Sycamore Films shares or any part thereof at public or private sale. In the event that the proceeds of any such sale is insufficient to pay all outstanding indebtedness remaining on the notes, ImaRx may be liable for the deficiency, together with interest. The pledge agreement will terminate upon the earliest of ImaRx’s receipt of notice expressly stating that neither JRT or Red Cat any longer claims any security interest in the Sycamore Films shares, or the transfer of the proceeds of the sale of the Sycamore Films shares subsequent to the liquidation sale of such shares and payment of any outstanding deficiency, or the payment in full of each of the promissory notes. In the event of such an event, ImaRx could lose all or a portion of its ownership interest in Sycamore Films.

DIRECTORS AND EXECUTIVE OFFICERS

The Board of Directors is responsible for the overall management of the Company and elects executive officers who are responsible for administering the Company’s day-to-day operations.

In connection with the Transaction, the following persons were elected to serve as executive officers and directors of ImaRx Therapeutics:

Name	Position	Age	Director Since
Donald J. Scotti	Director and President	61	2010
Joseph R. Takats	Director and Senior Executive Vice President, Treasurer	45	2010
Edward Sylvan	Chairman, Director and Chief Executive Officer	41	2010
Terry Sylvan	Director and Senior Executive Vice President,
	Corporate Communications	43	2010
Michael Doban	Director and Chief Operating Officer	57	2010

Donald J. Scotti. Mr. Scotti, age 61, has served as President and a director of our company since May 2010. From 2006 through 2010, Mr. Scotti served as Chief Executive Officer and President of Sweet Spot Productions, Inc., a motion picture marketing company of which Mr. Scotti was a significant shareholder. He was Senior Producer of Alkemi Entertainment in 2006. From 1998 through 2005, Mr. Scotti served in various positions at Kaleidoscope Films Group, including Producer and Vice President. We believe that Mr. Scotti’s extensive management experience in the motion picture marketing industry, as well as his leadership skills and creative ability, support the conclusion that he should serve as one of our directors.

Joseph R. Takats. Mr. Takats, age 45, has served as Senior Executive Vice President, Treasurer and a director of our company since May 2010. From September 2007 through April 2010, Mr. Takats served as Creative Director of Sweet Spot Productions, Inc., a motion picture marketing company of which Mr. Takats was a significant shareholder. He was Executive Vice President of Marketing for After Dark Films and Autonomous Films from January 2007 through September 2007. Mr. Takats also served as Creative Director for Alkemi Entertainment from June 2003 through December 2006 and Creative Director of Miramax Films from 1993 through 1998. Mr. Takats has received several awards and nominations in the motion picture marketing industry, including Hollywood Reporter Key Arts Awards and a Golden Trailer award. We believe that Mr. Takats’ significant experience within the motion picture marketing industry, as well as his management skills and creative ability, support the conclusion that he should serve as one of our directors.

Edward Sylvan. Mr. Sylvan, age 41, has served as Chairman & CEO of our company since May 2010. From 2002 up to the present Mr. Sylvan has been providing consulting services to small cap startup companies in the areas of corporate structure and finance through his privately held company Silau II Holdings Ltd. From 2000 to 2002 he was a company director with responsibilities in finance and corporate development at Beco International, a corporate finance and investor relations firm. While at Beco, he also served on the board of directors for the junior mining companies Solitaire Minerals and First Narrows Resources where he was responsible for raising capital and sourcing strategic acquisitions and partnerships. Mr. Sylvan is an active manager and lead investor with more than 20 years experience in the securities industry. Mr. Sylvan’s has worked as an equity trader for Marathon Brokerage, one of Canada’s leading junior mining investment bank and one of the most active trading firms in North America. He was one of the youngest equities traders and retail stockbroker for Scotia McLeod, a leading financial institution in Canada. We believe that Mr. Sylvan’s extensive experience in the financial industry and capital markets, as well as his leadership skills and creative ability, support the conclusion that he should serve as one of our directors.

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Terry Sylvan. Mr. Sylvan, age 43, has served as Executive Vice President Corporate Communication of our company since May 2010. From 2007 up to the present Mr. Sylvan has been a partner in the Vancouver based advertising agency SterlingKlor Communications where he co-manages client development, business strategy and account management of marketing programs for a diverse list of B2B sector clients. From 1996 to 2007 Mr. Sylvan served as a Senior Strategic Planner and Account Director where he developed and managed traditional mass marketing, brand strategy and new media campaigns at various communications agencies including BBDO, DDB and McCann Terry. We believe that Mr. Sylvan’s extensive experience in the communications industry and capital markets, as well as his leadership skills and creative ability, support the conclusion that he should serve as one of our directors.

Michael Doban. Mr. Doban, age 57, has served as Director and Chief Operating Officer of our company since May 2010. From 1995 to present Mr. Doban has worked as an international cinema and film consultant specializing in all aspects of motion picture marketing and distribution. From 2003 to 2006, Mr. Doban was a co-founder of Freestyle Releasing a United States domestic theatrical distribution company. From 1992 to 1995 Mr. Doban also served as a Senior vice President for United Artist Theatres International and from 1982 to 1992 he served as Senior Vice President Film Programming for United Artist Theatres. We believe that Mr. Doban’s significant experience within the motion picture marketing industry, as well as his management skills and creative ability, support the conclusion that he should serve as one of our directors.

Arrangements Regarding Appointment as a Director

Pursuant to the terms of the Stock Purchase Agreement, ImaRx has agreed that during the time that JRT Productions and Red Cat Productions own not less than 250,000 shares of ImaRx’s common stock, to the extent permissible by applicable law and listing regulations, each of Mr. Scotti and Mr. Takats shall be nominated annually as members of the Board of Directors of ImaRx and that during that time the size of the Board of Directors shall not be more than seven (7) members. Additionally, in accordance with the terms of the Merger Agreement each of Mr. Scotti and Mr. Takats were appointed to the Board of Directors of Sycamore Films.

Family Relationships

Edward Sylvan and Terry Sylvan are brothers.

Shareholders Agreement

On May 14, 2010, the Company’s shareholders collectively holding approximately 75% of the Company’s voting stock, specifically, Edward Sylvan, Terry Sylvan, Michael Doban , JRT Productions, Inc., and Red Cat Productions, Inc., (the “Shareholders”), have agreed that, as long as Red Cat and JRT each own at least 250,000 shares of the Company’s common stock prior to the reverse 2:1 stock split, the Shareholders shall take all actions as are reasonably necessary to elect Don Scotti and Joe Takats to the Board of Directors of the Company and Sycamore Films. The Shareholders further agreed that, so long as Don Scotti and Joseph Takats remain directors on the Company’s Board of Directors, the Shareholders will vote all their shares of the Company’s common stock against any resolution or amendment of the Company’s Certificate of Incorporation or Bylaws, or any other transaction, that would cause the membership of the Company’s Board to exceed seven (7) directors, unless Don Scotti and Joe Takats approve a different vote as to any such action. As of the date of the Agreement, Edward Sylvan held approximately 53% of the Company’s voting stock, Terry Sylvan — 16%, Michael Doban — 1%, and JRT and Red Cat each held 2.5%.

EXECUTIVE COMPENSATION

The Executive Compensation information provided herein with respect to Mr. Scotti and Mr. Takats represents compensation paid to them by Sweet Spot Productions up to the closing of the Transaction. The Executive Compensation information provided herein with respect to Mr. Edward Sylvan and Mr. Terry Sylvan represents compensation paid to them by Sycamore Films up to the closing of the Transaction. Compensation earned by former executive officers of ImaRx is not included as it is not relevant to an understanding of the current operations of the Company.

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Summary Compensation Table

The following table summarizes the compensation that was earned by, or paid or awarded to, the named executive officers of the Company and Sycamore Films and includes compensation paid to them prior to the Transaction.

Summary Compensation Table

					All Other
Name and Principal Position	Fiscal Year		Salary ($)		Compensation ($) (1)			Total ($)
Donald J. Scotti, President and Director		2009	$	—	$	62,000	(2)	$	62,000
		2008	$	—	$	250,000	(3)	$	250,000
Joseph R. Takats, Senior Executive Vice President and Director		2009	$	—	$	79,137		$	79,137
		2008	$	—	$	250,000	(4)	$	250,000
Edward Sylvan, CEO and Director (5)		2009	$	—		—		$	0
		2008	$	—		—		$	0
Terry Sylvan, Vice President and Director (5)		2009	$	—		—		$	0
		2008	$	—		—		$	0
Michael Doban, Chief Operating Officer and Director		2009	$	—		—		$	0
		2008	$	—		—		$	0

(1)	Includes all other compensation not reported in the preceding columns, including perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000.
(2)	Includes $62,000 received by Mr. Scotti from Red Cat Productions, Inc. in 2009 for services rendered to the Company by Red Cat Productions through its sole shareholder, Mr. Scotti. Red Cat Productions was a 50% shareholder of the Company prior to the Transaction.
(3)	Includes $250,000 received by Mr. Scotti from Red Cat Productions, Inc. in 2008 for services rendered to the Company by Red Cat Productions through its sole shareholder, Mr. Scotti. Red Cat Productions was a 50% shareholder of the Company prior to the Transaction.
(4)	Includes $162,500 received by Mr. Takats from ShineOla Films, LLC in 2008 for services rendered to the Company by ShineOla Films through its sole shareholder, Mr. Takats. ShineOla Films is a predecessor of JRT Productions, Inc which was a 50% shareholder of the Company prior to the Transaction.
(5)	Neither Edward Sylvan or Terry Sylvan received any remuneration for their services rendered to Sycamore Films prior to the Transaction.

Employment Contracts

Agreements with our Named Executive Officers

The following is a description of selected terms of the agreements that we have entered into with our named executive officers, as such terms relate to the compensation reported and described in this report.

Employment Agreement with Donald J. Scotti, President

Base Compensation. The agreement provides for an annual salary of $200,000 from inception of this agreement on May 14, 2010 through the term of the agreement ending May 14, 2013, unless the agreement is earlier terminated according to the terms of the agreement. The agreement also provides for annual compensation reviews.

Bonus. The agreement provides that Mr. Scotti is entitled to an annual bonus payment equal to four percent (4%) of the consolidated net profits of the Company and its subsidiaries in excess of $5,000,000, payable at the end of each calendar year.

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Gross Up Payments. The agreement provides that Mr. Scotti is entitled to gross-up payments in the event any amount we pay him would be subject to the excise tax imposed by the Internal Revenue Service.

Stock Option Plans. The agreement provides that Mr. Scotti is entitled to participate in all of the stock option plans available to our employees in effect from time to time.

Perquisites. The agreement provides that during the period of employment, that Mr. Scotti is entitled to six (6) weeks of paid vacation per year, and any unused vacation time may be carried over from year to year. Mr. Takats [Scotti] is also entitled to an automobile allowance in the amount of $750.00 a month during the first six months of employment, and $1,500.00 per month thereafter, which allowance includes the cost of insurance, maintenance and repair.

Term and Termination. The initial term of the agreement is for a period of three years commencing on the Closing of the Transaction. Thereafter, Mr. Scotti shall be an employee-at-will. During the term of the agreement the Company may only terminate the employment agreement for cause.

Noncompetition. Mr. Scotti has agreed that during the term of employment he will not directly compete with us or our business. However, if we breach any covenant owed to Mr. Scotti, or certain other individuals and entities, without curing such breach within 60 days, Mr. Scotti’s noncompetition obligations will be null and void.

Employment Agreement with Joseph R. Takats, Senior Executive Vice President, Treasurer

Base Compensation. The agreement provides for an annual salary of $200,000.00 from inception of this agreement on May 14, 2010 through the term of the agreement ending May 14, 2013, unless the agreement is earlier terminated according to the terms of the agreement. The agreement also provides for annual compensation reviews.

Bonus. The agreement provides that Mr. Takats is entitled to an annual bonus payment equal to four percent (4%) of the consolidated net profits of the Company and its subsidiaries in excess of $5,000,000, payable at the end of each calendar year.

Gross Up Payments. The agreement provides that Mr. Takats is entitled to gross-up payments in the event any amount we pay him would be subject to the excise tax imposed by the Internal Revenue Service.

Stock Option Plans. The agreement provides that Mr. Takats is entitled to participate in all of the stock option plans available to our employees in effect from time to time.

Perquisites. The agreement provides that during the period of employment, that Mr. Takats is entitled to six (6) weeks of paid vacation per year, and any unused vacation time may be carried over from year to year. Mr. Takats [Scotti] is also entitled to an automobile allowance in the amount of $750.00 a month during the first six months of employment, and $1,500.00 per month thereafter, which allowance includes the cost of insurance, maintenance and repair.

Term and Termination. The initial term of the agreement is for a period of three years commencing on the Closing of the Transaction. Thereafter, Mr. Takats shall be an employee-at-will. During the term of the agreement the Company may only terminate the employment agreement for cause.

Noncompetition. Mr. Takats has agreed that during the term of employment he will not directly compete with us or our business. However, if we breach any covenant owed to Mr. Takats, or certain other individuals and entities, without curing such breach within 60 days, Mr. Takats’ noncompetition obligations will be null and void.

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Director Compensation

Currently, our directors do not receive compensation for attending meetings of the Board or committee meetings, Following the Merger, it is anticipated that each non-employee director will receive a reasonable amount to be determined for each Board or committee meetings attended in person or by electronic means. Directors are also reimbursed for out-of pocket travel and other expenses incurred in attending Board and/or committee meetings. In addition, non-employee directors may be engaged by the Company to perform consulting services from time to time and receive compensation for such services as negotiated with the Company.

The table below provides additional information with respect to compensation paid to the Company’s directors during fiscal 2009: The Director Compensation information provided herein with respect to Mr. Scotti and Mr. Takats represents compensation paid to them by Sweet Spot Productions up to the closing of the Transaction. The Director Compensation information provided herein with respect to Mr. Edward Sylvan, Mr. Terry Sylvan and Mr. Michael Doban represents compensation paid to them by Sycamore Films up to the closing of the Transaction.

	Fee Earned or		Stock		Option		Other
	Paid in Cash		Awards		Awards		Compensation		Total
Name(1)	($)		($)		($)		($)		($)
Donald J. Scotti		—		—		—		—	$	0.00
Joseph R. Takats		—		—		—		—	$	0.00
Edward Sylvan		—		—		—		—	$	0.00
Terry Sylvan		—		—		—		—	$	0.00
Michael Doban		—		—		—		—	$	0.00

Incentive Plans

Upon the close of the Merger, it is anticipated that ImaRx’s existing stock option plan will be terminated and no further options will be granted under the plan. The Company’s Board of Directors may approve a long term incentive plan subsequent to the close of the Transaction, which may authorize the Board, or a committee thereof, to provide equity-based compensation in the form of stock options, restricted stock and other stock-based awards, which will be used to attract and retain qualified employees, directors and consultants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Since January 1, 2008, neither ImaRx nor Sycamore Films have engaged in any transactions with our executive officers, directors and holders of 5% or more of our stock in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years except as set forth below.

During 2008, the Company paid $250,000 to Red Cat Productions, Inc. for services rendered to the Company by Red Cat Productions Inc., through its sole shareholder, Mr. Scotti, a director and executive officer of the Company.

During 2008 the Company paid $162,500 to ShineOla Films, LLC for services rendered to the Company by ShineOla Films through its sole shareholder, Mr. Takats. ShineOla Films is a predecessor of JRT Productions, Inc which was a 50% shareholder of the Company prior to the Transaction. The Company directly paid Mr. Takats an additional $87,500 during fiscal 2008.

In addition to the issuance of shares of ImaRx common stock under the terms of the Stock Purchase Agreement to each of Red Cat Productions, Inc. and JRT Productions, Inc. in exchange for all the shares of Sycamore Films common stock held by each of them, ImaRx also executed and delivered to each of Red Cat and JRT a promissory note in the principal amount of $200,000. Mr. Scotti, a member of the Board of Directors and an executive officer of each of ImaRx and Sycamore Films owns all of the outstanding ownership interest of Red Cat and Mr. Takats, a member of the Board of Directors and an executive officer of each of ImaRx and Sycamore Films owns all of the outstanding ownership interest of JRT. The terms of each promissory note provide for the payment by ImaRx to each of Red Cat and JRT of $200,000 plus interest at an annual rate of 7% within six (6) months from the date of closing the Transaction. The outstanding balance of the notes may be converted at any time into shares of ImaRx common stock at the election of the Red Cat and JRT. The payment of each of the promissory notes is secured by a pledge of all of the shares of Sycamore Films held by ImaRx. As of the date of this report the entire principal amount of $200,000 remains outstanding on each promissory note.

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Director Independence

Presently, we are not required to comply with the director independence requirements of any securities exchange. After closing the Transaction, our Board of Directors will review at least annually the independence of each director. During these reviews, our Board of Directors will consider transactions and relationships between each director (and his or her immediate family and affiliates) and our Company and its management to determine whether any such transactions or relationships are inconsistent with a determination that the director was independent. Our Board of Directors will conduct its annual review of director independence to determine if any transactions or relationships exist that would disqualify any of the individuals who then served as a director under the rules of a national securities exchange, or require disclosure under SEC rules. We anticipate that in determining whether our directors are independent, we intend to comply with the rules of The NASDAQ Stock Market. Although the Board of ImaRx has not made any formal determinations with respect to the independence of the directors, it is anticipated that none of the members of the ImaRx Board of directors will qualify as independent directors.

The Company does not have an audit, compensation or nominating committee at this time. The Company has not designated an Audit Committee Financial Expert.

MARKET PRICE AND DIVIDENDS ON IMARX’S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

The ImaRx common stock is currently quoted on the Over the Counter Bulletin Board under the symbol “IMRX.OB”. From July 2007 to October 2008, ImaRx’s common stock was traded on the NASDAQ Capital Market under the symbol “IMRX”. Prior to that time, there was no public market for its common stock. The following table sets forth, for the periods indicated, the quarterly high and low sales prices per share of ImaRx’s common stock as reported by NASDAQ through October 22, 2008 and the Over the Counter Bulletin Board after October 22, 2008.

	High		Low
2010
First Quarter	$	0.051	$	0.008
2009
Fourth Quarter	$	0.03	$	0.006
Third Quarter		0.04		0.012
Second Quarter		0.03		0.01
First Quarter		0.035		0.01
2008
Fourth Quarter	$	0.10	$	0.04
Third Quarter		0.33		0.04
Second Quarter		0.84		0.16
First Quarter		2.17		0.36

Holders

As of May 17, 2010, there were 91,042,468 shares of Common Stock issued and outstanding held by approximately 313 holders of record of our Common Stock after the Closing of the Transaction.

Dividends

We have not declared or paid any cash dividends on Common Stock since our inception, and our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future. Any future payment of dividends will depend upon our results of operations, financial condition, cash requirements, and other factors deemed relevant by our Board of Directors.

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Rule 144 Shares

SEC regulations regarding the sales of securities without registration pursuant to the exemption from registration are provided in SEC Rule 144 under the Securities Act. Under rule 144, stockholders who are non-affiliates of a publicly-reporting company that never was a “shell company” under SEC rules may be able to sell their shares of Common Stock under Rule 144 within six months after acquiring such shares, without any restrictions, other than such company continuing to remain current in the filing of its periodic reports with the SEC for an additional six months. Affiliates of that company also would be able to sell their shares under Rule 144, but would be subject to volume and trading limitations as under the prior Rule 144. Stockholders who purchase securities in a company that is or ever was a shell company or received their shares of Common Stock in a “reverse merger” with a shell company, which would apply to stockholders of the Company who acquired shares in the Transaction are subject to a modified holding period. In this case, the holding period continues until the longer of (i) six months from the date of acquiring the securities and (ii) the date which is one year following the date that the Company ceases to be a shell company and releases the information contained in this Form 8-K. In addition, if a company ever was a shell company, in order to utilize Rule 144 to effect a sale, the Company must have completed all its periodic report filings with the SEC during the 12-month period preceding such proposed sale. Therefore, all shares of Common Stock issued in connection with the Transaction, if not registered with the SEC, will not be transferable pursuant to Rule 144 until 12 months after the filing of this Form 8-K, provided that we remain current in the filing of our periodic reports during that period. Shares held by affiliates of the Company still will be subject to the volume and trading limitations of Rule 144, which will generally limit their sale to one percent of the number of shares of the Company’s Common Stock then outstanding, during any three-month period.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information regarding outstanding awards and shares reserved for future issuance under ImaRx’s equity compensation plans as of December 31, 2009. All of the outstanding awards are held by former executive officers and directors of ImaRx.

	Number of				Number of securities
	securities to be				remaining available for
	issued upon		Weighted-average		future issuance under equity
	exercise of		exercise price of		compensation plans
	outstanding awards		outstanding awards		(excluding securities reflected
Plan Category	(a)		(b)		in column (a)) (c)
Equity compensation plans approved by security holders		340,685	$	7.05		1,276,994
Equity compensation plans not approved by security holders	None		None		None
Total		340,685	$	7.05		1,276,994

RECENT SALES OF UNREGISTERED SECURITIES [ITEM 701]

On May 14 , 2010 pursuant to an Agreement for the Purchase and Sale of Stock dated March 17, 2010 ImaRx issued 79,376,735 shares of its common stock to the Sycamore Films Stockholders in exchange for all of the outstanding shares of common stock of Sycamore Films. ImaRx believes that the issuance of its Common Stock in connection with the Stock Purchase Agreement was exempt from registration under Section 4(2) and Regulation D and Regulation S of the Securities Act.

DESCRIPTION OF COMPANY’S SECURITIES

Description of ImaRx Capital Stock

The ImaRx authorized capital stock consists of 100,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, $0.0001 par value per share. The ImaRx common stock is currently quoted on the Over the Counter Bulletin Board under the symbol “IMRX.OB”.

Common Stock

As of May 17, 2010, 91,042,468 shares of our common stock were outstanding and held of record by 313 stockholders. In addition, as of December 31, 2009, 340,685 shares of our common stock were subject to outstanding options, and 873,913 shares of our common stock were subject to outstanding warrants.

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Each share of our common stock entitles its holder to one vote on all matters to be voted on by our stockholders. Subject to preferences that may apply to any of outstanding preferred stock which may be issued in the future, holders of our common stock will participate equally in all dividends payable with respect to our common stock, if and when declared by our board of directors. If we liquidate, dissolve or wind up, the holders of common stock are entitled to share ratably in all distributions of assets subject to any liquidation rights and preferences of any of our outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

Preferred Stock

The ImaRx board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of our preferred stock in one or more series. Our board of directors may designate the rights, preferences, privileges and restrictions of our preferred stock, including any qualifications, limitations or restrictions thereon. The issuance of our preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. Even the ability to issue preferred stock could delay or impede a change in control. No shares of our preferred stock are currently outstanding, and we currently have no plan to issue any shares of our preferred stock.

Warrants and Options

As of April 30, 2010 the following warrants were outstanding:

• Warrant to purchase 2,281 shares of our common stock, at an exercise price of $13.75 per share. This warrant may be exercised at any time prior to the later of either January 16, 2011 or five years after our initial public offering.

• Warrant to purchase an aggregate of 614 shares of our common stock at an exercise price of $35.00 per share. This warrant may be exercised at any time prior to March 6, 2011.

• Warrant to purchase an aggregate of 1,000 shares of our common stock at an exercise price of $10.00 per share. This warrant may be exercised at any time prior to October 10, 2013.

• Warrants to purchase an aggregate of 37,769 shares of our common stock at an exercise price of $10.00 per share issued pursuant to our March 2003 bridge financing. These warrants may be exercised from time to time prior to January 28, 2011.

• Warrants to purchase an aggregate of 20,000 shares of our common stock at an exercise price of $20.00 per share. These warrants may be exercised at any time prior to September 27, 2015.

• Warrants to purchase an aggregate of 74,996 shares of our common stock at an exercise price of $21.25 per share. These warrants may be exercised at any time prior to October 6, 2012.

• Warrants to purchase an aggregate of 15,000 shares of our common stock at an exercise price of $20.00 per shares. These warrants may be exercised at any time prior to January 13, 2013.

• Warrants to purchase an aggregate of 175,000 shares of our common stock at an exercise price of $5.75. These warrants may be exercised at any time prior to July 31, 2012

• Warrants to purchase an aggregate of 496,589 shares of our common stock at an exercise price of $5.75. These warrants may be exercised at any time prior to July 31, 2012.

• Options to purchase an aggregate of 340,685 shares of our common stock pursuant to our 2000 Stock Plan, with a weighted average exercise price of $7.05.

All of our outstanding warrants and options contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant or option in the event of stock dividends, stock splits, reorganizations, reclassifications and consolidations. In addition, certain of the warrants and options contain a net exercise provision.

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Registration Rights

Red Cat Productions and JRT Productions, each the holder of 2,307,463 shares of ImaRx common stock are entitled to require us to register for resale under the Securities Act subject to certain limitations and restrictions, these shares and those shares received upon the conversion of the Promissory Notes into shares of the Company’s common stock. If during the first 365 days following the closing of the Transaction ImaRx proposes to register any of its stock pursuant to Section 5 of the Securities Act or other securities under the Securities Act in connection with the public offering of such securities, then each of Red Cat Productions and JRT Productions have a one-time piggyback registration right to have ImaRx include all or any of their shares of common stock in such registration. If ImaRx does not commence such a registration transaction during the first 365 days following the closing of the Transaction each of Red Cat Productions and JRT Productions shall have a one-time right to request that ImaRx register their shares of ImaRx common stock. These rights terminate with respect to Red Cat Productions and JRT Productions at such time as they may sell any of their shares of common stock freely, without registration and without restrictions regarding the quantity or manner of sale.

Option to Put ImaRx’s Common Stock.

Beginning on November 14, 2010, and continuing for a two year period immediately thereafter, the Put Period, JRT Productions and Red Cat Productions, and each of them have the right to require that, during any 90-day period following the first day of the Put Period, the Company purchase from each of them up to 25% of their shares of the total 2,307,463 shares of ImaRx common stock received by each of them under the Stock Purchase Agreement. They may exercise this put right, in whole or in part, at any time or from time to time during the two year period. If during any 90-day period either or both of JRT and Red Cat elect not to exercise the put right with respect to any of 25% of the shares which they are entitled to put, such shares may be put during the following 90-day period in addition to 25% of the shares that the they are entitled to put during such 90-day period. The price at which ImaRx shall be required to purchase the shares put to the Company shall be equal to $0.16 per share, subject to adjustment in the event of a stock split. The Company has the right to suspend the ability of either JRT or Red Cat to exercise their put rights during any period in which the Company is engaged in a capital raising transaction. In that event the term of the Put Period will be extended for an additional period equal to the period of the suspension.

Anti-Takeover Provisions

Delaware Anti-Takeover Law

We are subject to Section 203 of the Delaware General Corporation Law, which regulates, subject to some exceptions, acquisitions of publicly held Delaware corporations. In general, Section 203 prohibits us from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person becomes an interested stockholder, unless:

• our board of directors approved the business combination or the transaction in which the person became an interested stockholder prior to the date the person attained this status;

• upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and issued under employee stock plans under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to the date the person became an interested stockholder, our board of directors approved the business combination and the stockholders other than the interested stockholder authorized the transaction at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding stock not owned by the interested stockholder.

Section 203 defines a “business combination” to include:

• any merger or consolidation involving us and the interested stockholder;

• any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of our assets;

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• in general, any transaction that results in the issuance or transfer by us of any of our stock to the interested stockholder;

• any transaction involving us that has the effect of increasing the proportionate share of our stock owned by the interested stockholders; and

• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.

In general, Section 203 defines an “interested stockholder” as any person who, together with the person’s affiliates and associates, owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.

Certificate of Incorporation and Bylaw Provisions

Our amended and restated certificate of incorporation and bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or our management. These provisions include the following:

• our board of directors can issue up to 5,000,000 shares of preferred stock, with any rights or preferences, including the right to approve or not approve an acquisition or other change in control;

• our bylaws provide that our board of directors may be removed with or without cause by the affirmative vote of a majority of our stockholders;

• our bylaws limit who may call a special meeting of stockholders to our board of directors, chairman of the board, president and one or more stockholders holding not less than 25% of all shares entitled to be cast on any issue proposed to be considered at that meeting;

• our bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide timely advance written notice to us in writing;

• our bylaws specify requirements as to the form and content of a stockholder’s notice;

• our bylaws provides that, subject to the rights of the holders of any outstanding series of our preferred stock, all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of our directors then in office, even if less than a quorum;

• our bylaws provide that our board of directors may fix the number of directors by resolution;

• our amended and restated certificate of incorporation provides that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent; and

• our amended and restated certificate of incorporation does not provide for cumulative voting for our directors. The absence of cumulative voting may make it more difficult for stockholders owning less than a majority of our stock to elect any directors to our board.

Transfer Agent and Registrar

Registrar and Transfer Company has been appointed as the transfer agent and registrar for our common stock.

Lock-up Provisions

ImaRx’s former directors are subject to lock-up provisions relating to a total of 1,816,566 shares of Common Stock that they own, from the date of the closing of the Transaction until six months (6) after the date of the closing of the Transaction.

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INDEMNIFICATION OF DIRECTORS AND OFFICERS

ImaRx is a Delaware corporation. Section 145 of the Delaware General Corporation Law, or the DGCL, provides that a corporation may indemnify any person who is or was a director, officer, employee or agent of a corporation of an enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that with respect to an action brought by or in the right of the corporation, such indemnification is limited to expenses (including attorneys’ fees). Under the DGCL, Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

In addition, Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or for any transaction from which the director derived an improper personal benefit.

ImaRx’s amended and restated certificate of incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. ImaRx’s amended and restated certificate of incorporation requires indemnification of its directors and officers to the fullest extent permissible under the DGCL and the ImaRx’s amended and restated bylaws provide for indemnification of officers and directors to the fullest extent authorized by the DGCL.

ImaRx has entered into indemnification agreements with each of its pre-Transaction directors and officers and intends to enter into indemnification agreements with any new directors and officers in the future. The indemnification agreements set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves a director or officer of ImaRx regarding which indemnification is sought, nor is ImaRx aware of any threatened litigation that may result in claims for indemnification.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

The disclosures required by this section are hereby incorporated by reference to Item 4.01 contained in ImaRx’s Current Report on Form 8-K filed with the SEC on December 23, 2008 and to Item 4.01 contained in ImaRx’s Current Report on Form 8-K filed with the SEC on May 11, 2009.

FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.01 Changes in Control of ImaRx

Items 1.01 and 2.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

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Item 5.06 Change in Shell Company Status

See Item 2.01 of this Current Report on Form 8-K, which is incorporated herein by reference. As a result of the Transaction described under Item 2.01 of this Current Report on form 8-K, the Company is no longer a shell company as the term is defined in Rule 12b-2 of the Exchange Act.

Section 9. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

In accordance with Item 9.01(a), Sweet Spot audited financial statements for the fiscal years ended December 31, 2009 and 2008 are filed with this Current Report as Exhibit 99.1.

(b) Pro Forma Financial Information.

In accordance with Item 9.01(b), filed herewith as Exhibit 99.2 are the pro forma consolidated financial statements of Sycamore Films, Sweet Spot and ImaRx for the requisite periods.

(d) Exhibits

			Incorporated by Reference
Exhibit		Filed		Exhibit
No	Exhibit Title	Herewith	Form	No.		File No.	Filing Date
3.7	Amended and Restated Bylaws of the registrant		S-1		3.6	333-142646	5/4/2007
4.1	Specimen certificate evidencing shares of common stock		S-1		4.1	333-142646	5/4/2007
10.1*	Form of Indemnification Agreement entered into between the registrant and each of its directors and officers		S-1		10.1	333-142646	5/4/2007
10.2*	2000 Stock Plan and related agreements		S-1		10.3	333-142646	5/4/2007
10.3*	2007 Performance Incentive Plan and related agreements		S-1		10.4	333-142646	5/4/2007
10.08	Agreement for the Purchase and Sale of Stock dated March 17, 2010.		8-K		10.1	333-142646	3/23/2010
10.09	Agreement and Plan of Merger dated March 17, 2010.		8-K		10.2	333-142646	3/23/2010
10.10	Form of $200,000.00 Promissory Note between registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X
10.11	Form of Pledge and Security Agreement between the registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X
10.12*	Employment Agreement between Registrant and Donald Scotti	X
10.13*	Employment Agreement between Registrant and Joseph Takats	X
10.14	Registration Rights Agreement between registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X

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			Incorporated by Reference
Exhibit		Filed		Exhibit
No	Exhibit Title	Herewith	Form	No.	File No.	Filing Date
10.15	Shareholders Agreement between registrant and certain stockholders of registrant	X
10.16	SubLease Agreement Dated January 1, 2010	X
99.1	Audited Financial Statements of Sweet Spot Productions, Inc. and Reviewed Financials Statements	X
99.2	Proforma Financial Statements for ImaRx Therapeutics, Inc., Sycamore Films, Inc., and Sweet Spot Productions	X

* Denotes a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ImaRx has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IMARX THERAPEUTICS, INC.
Dated: May 20, 2010	By:	/s/ Edward Sylvan
		Edward Sylvan
		Chief Executive Officer

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IMARX THERAPEUTICS, INC. EXHIBIT INDEX

			Incorporated by Reference
Exhibit		Filed		Exhibit
No	Exhibit Title	Herewith	Form	No.		File No.	Filing Date
3.7	Amended and Restated Bylaws of the registrant		S-1		3.6	333-142646	5/4/2007
4.1	Specimen certificate evidencing shares of common stock		S-1		4.1	333-142646	5/4/2007
10.1*	Form of Indemnification Agreement entered into between the registrant and each of its directors and officers		S-1		10.1	333-142646	5/4/2007
10.2*	2000 Stock Plan and related agreements		S-1		10.3	333-142646	5/4/2007
10.3*	2007 Performance Incentive Plan and related agreements		S-1		10.4	333-142646	5/4/2007
10.08	Agreement for the Purchase and Sale of Stock dated March 17, 2010.		8-K		10.1	333-142646	3/23/2010
10.09	Agreement and Plan of Merger dated March 17, 2010.		8-K		10.2	333-142646	3/23/2010
10.10	Form of $200,000.00 Promissory Note between registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X
10.11	Form of Pledge and Security Agreement between the registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X
10.12*	Employment Agreement between Registrant and Donald Scotti	X
10.13*	Employment Agreement between Registrant and Joseph Takats	X
10.14	Registration Rights Agreement between registrant and each of JRT Productions, Inc. and Red Cat Productions, Inc.	X
10.15	Shareholders Agreement between registrant and certain stockholders of registrant	X
10.16	Lease Agreement	X
99.1	Audited Financial Statements of Sweet Spot Productions, Inc. and Reviewed Financial Statements	X
99.2	Proforma Financial Statements for ImaRx Therapeutics, Inc., Sycamore Films, Inc., and Sweet Spot Productions	X

* Denotes a management contract or compensatory plan or arrangement.

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EX-10.10

Exhibit 10.10

PROMISSORY NOTE

$200,000.00 May _____, 2010

FOR VALUE RECEIVED, the undersigned (“Debtors”), hereby jointly and severally promise to pay to JRT Productions, Inc., a California corporation, or its assigns (“JRT”), the principal amount of $200,000.00 due to JRT by Debtors pursuant that certain Agreement and Plan of Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein are used herein as therein defined) and that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), on the following terms and conditions:

1. Term. This Note shall be for a term of six (6) months and shall be due and payable, principal and interest, (a) at the expiration of six (6) months following the Closing Date or (b) upon occurrence of an event of Default and failure by Debtors to cure such Default pursuant to Paragraph 5 hereof, whichever is the earliest to occur (the “Due Date”).

2. Interest Rates. The principal amount of this Note shall accrue monthly interest at the rate of seven percent (7 %) per annum, with such accrued and unpaid interest, if not previously paid in full to JRT, to be paid to JRT on the Due Date. If Debtors fail to pay the outstanding principal amount, accrued and unpaid interest or any other amount due under this Note on the Due Date, Debtors shall pay, in addition to such interest as may otherwise be due, default interest on each such overdue principal and interest amount, at the rate of ten percent (10%) per annum, which shall accrue monthly from the Due Date until such time as all unpaid amounts and default interest are paid in full.

3. Event of Default. The occurrence of any of the following shall constitute an Event of Default:

a. Failure to Timely Pay. The failure of Debtors to pay JRT the full amount of unpaid principal and accrued and unpaid interest on the principal on the Due Date.

b. Breach of Representations and Warranties. Breach of representations and warranties made by any of the Debtors pursuant to the Merger Agreement, the Ancillary Documents or the Stock Exchange Agreement.

c. Violation of Covenants. Violation or failure to honor any of the covenants, promises or agreements made by any of the Debtors pursuant to the Merger Agreement, the Ancillary Documents and the Stock Exchange Agreement.

d. Voluntary Bankruptcy or Insolvency Proceedings. Either of the Debtors (i) commences a voluntary case or any other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or similar law or consents to any appointment of or taking possession of its property by any official in any involuntary case or other proceeding commenced against it; (ii) applies for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property; (iii) is dissolved or liquidated in full or in part; (v) becomes insolvent (as such term may be defined or interpreted under any applicable statute); or (vi) takes any action for the purpose of effecting any of the foregoing.

e. Involuntary Bankruptcy or Insolvency Proceedings. (i) A proceeding for the appointment of a receiver, trustee, liquidator or custodian of either of the Debtors or of both or substantial part of property of any of the Debtors, or an involuntary proceeding or other proceedings seeking liquidation, reorganization or other relief with respect to either of the Debtors or their debts under any bankruptcy or insolvency law is commenced, and (ii) an order for relief is entered or such proceeding is not dismissed within thirty (30) days of commencement, whichever earliest.

4. Rights of JRT Upon Default. Upon the occurrence or existence of any Event of Default, and from the date of a written notice given by JRT to either of the Debtors, which notice shall set forth the nature of the Event of Default and the necessary actions to be taken by Debtors to cure such Default (“Notice of Default”), the Debtors shall have ten (10) calendar days to cure such Default (“Cure Period”). If the Default is not cured prior to the expiration of the Cure Period, the full amount of principal and accrued and unpaid interest due under this Note, plus any other amounts, including reasonable attorneys’ fees incurred by JRT in connection with enforcement of Debtors’ obligations under the Note, shall become due and payable.

5. Prepayment. The Debtors shall have the right, but not the obligation, to prepay this Note in whole or in part at any time prior to the Due Date. Any such prepayment shall be applied first, to the outstanding interest accrued and unpaid under the Note, and second, if the amount of prepayment exceeds the amount of the accrued and unpaid interest, to the payment of the principal amount owing under the Note.

6. Security Interest. This Note is secured by the JRT Collateral pursuant to the terms of the Merger Agreement and the JRT Pledge and Security Agreement.

7. Conversion. At any time and from time to time prior to the payment of all obligations under this Note in full, including the principal, the interest and the default interest, if any, JRT, in its sole discretion, shall have the right to convert all or any portion of this Note into fully paid and nonassessable shares of common stock (“Conversion Shares”) of ImaRx Therapeutics, Inc. (“ImaRx”) in accordance with the terms hereof (“Conversion Rights”):

a. Conversion Procedure. JRT may exercise the Conversion Rights every thirty (30) days following the Closing Date with respect to all or any portion of the obligations under this Note, but not less than $20,000 at a time, by sending to ImaRx, by facsimile, overnight or first class certified mail or email, a written notice of conversion (the “Conversion Notice”) in substantially the form attached as Exhibit A hereto. The Conversion Notice shall specify the amount to be converted (the “Conversion Amount”), the Conversion Price (as defined below) and the basis for calculation thereof (as provided herein), the date on which the Conversion Notice is sent (the “Conversion Date”), the name or names of person(s) in which the certificate or certificates for Conversion Shares shall be issued, and the manner in which the certificates shall be delivered. As promptly as practicable, but in no event later than seven (7) Business Days following the Conversion Date, ImaRx shall at its expense issue and deliver to JRT a certificate or certificates for the number of Conversion Shares equal to the Conversion Amount divided by the Conversion Price.

b. Conversion Price. “Conversion Price” shall mean the average of three (3) Trading Prices (as defined herein) for the Conversion Shares on the three (3) Trading Days immediately preceding the Conversion Date. “Trading Price” shall mean the intraday trading price on the Over-the-Counter Bulletin Board (the “OTCBB”) as reported by a reliable reporting service mutually acceptable to JRT and Debtors, or, if the OTCBB is not the principal trading market for the Conversion Shares, the intraday trading price of such Conversion Shares on the principal securities exchange or trading market where such Conversion Shares are listed or traded or, if no intraday trading price of such Conversion Share is available in any of the foregoing manners, the average of the intraday trading prices of any market makers for such Conversion Shares that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for Conversion Shares in the manner provided above, the Trading Price shall be the fair market value of Conversion Shares as mutually determined by JRT and ImaRx. “Trading Day” shall mean any day on which the Conversion Shares are traded for any period on the OTCBB, or on the principal securities exchange or other securities market on which the Conversion Shares are then being traded.

c. Conversion Shares. All and any Conversion Shares issued to JRT upon the exercise of the Conversion Rights (i) shall be subject to the terms and conditions of the Registration Rights Agreement (as defined in the Merger Agreement), and be included in the definition of Registrable Shares under the Registration Rights Agreement; and (ii) shall be subject to the Put Rights (as defined in the Stock Exchange Agreement), and shall be included in the definition of the Subject Shares for purposes of Section 7.6 thereof.

8. Assignment and Transfer. This Note shall be freely assignable and transferrable by JRT, subject to the prior written notice to the Debtors.

9. No Modification. No modification or waiver of any term of this Note shall be allowed unless by written agreement signed by the parties hereto. No waiver of any breach or Default hereunder shall be deemed a waiver of any subsequent breach or Default of the same or similar nature.

10. Severability. In the event that any provision of this Note or any portion thereof is deemed unenforceable, all other provisions shall remain in full force and effect.

11. Notices. Any notice required or permitted to be given hereunder shall be governed by Section 10.3 of the Merger Agreement.

[The remainder of this Page is intentionally left blank.]

Each Debtor, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

IMARX THERAPEUTICS, INC., a Delaware corporation		SYCAMORE FILMS, INC., a Nevada corporation
By:		By:
	Name:		Name:
	Title:		Title:

Exhibit A

Conversion Notice

This Conversion Notice is given pursuant to the terms of certain Note in the principal amount of $200,000, issued on April _____, 2010, by ImaRx Therapeutics, Inc., a Delaware corporation, and Sycamore Films, Inc., a Nevada corporation, in favor of JRT Productions, Inc., a California corporation.

The undersigned, being the holder of the Note referenced above, hereby elects to convert the obligations under the Note into the Conversion Shares as defined therein on the following terms and conditions:

Conversion Date [the date this Conversion Notice is sent]: _______________________ 

Conversion Amount [not less than $20,000]: _______________________ 

Conversion Price: [insert the result under item (iv)]  _______________________, calculated as the average of three (3) Trading Prices for the Conversion Shares on three (3) Trading Days preceding the Conversion Date:

(i) First Trading Price _______________________ on  _______________;

(ii) Second Trading Price _______________________ on _______________;

(iii) Third Trading Price _______________________ on _______________;

(iv) the sum of items (i) through (iii): _______________________;

(v) item (iv) divided by three (3): _______________________.

Name(s) and addresses of the person(s) in which names the Conversion Shares shall be registered or issued:

__________________________________________________________

__________________________________________________________

__________________________________________________________

__________________________________________________________

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed as of the date hereof.

Name : ; Signature:

EX-10.11

Exhibit 10.11

JRT PLEDGE AND SECURITY AGREEMENT

THIS JRT PLEDGE AND SECURITY AGREEMENT (the “Agreement”), dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Debtor”), and JRT Productions, Inc., a California corporation (the “Secured Party”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) among Debtor and Sycamore Films, Inc., a Nevada corporation (the “Subsidiary”), on the one hand, and Target, Secured Party, Red Cat (collectively, “Sellers”), Scotti and Takats (collectively, “Shareholders”), on the other hand; and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among the Debtor, on the one hand, and the Subsidiary and the Sellers, on the other hand.

RECITALS

WHEREAS, the parties have entered into the Merger Agreement and the Stock Exchange Agreement;

WHEREAS, as a part of the payment of the Purchase Price for the Target Shares pursuant to the Merger Agreement, the Debtor and the Subsidiary executed that certain JRT Note in favor of the Secured Party in the principal amount of $200,000;

WHEREAS, pursuant to the Stock Exchange Agreement, the Debtor became the owner of 100% of the issued and outstanding shares of common stock of the Subsidiary;

WHEREAS, pursuant to the terms of the Merger Agreement and the JRT Note, the JRT Note Indebtedness shall be secured by a first priority perfected pledge of 50% of the issued and outstanding shares of common stock of the Subsidiary owned by the Debtor;

WHEREAS, it is a condition precedent to Sellers’ obligations to perform under the Merger Agreement and the Stock Exchange Agreement that the Debtor execute and deliver this Agreement; and

WHEREAS, in order to induce Sellers to enter into the Merger Agreement and the Stock Exchange Agreement and convey the Target Shares to the Subsidiary and then the shares of common stock in Subsidiary to the Debtor, the Debtor is willing to grant the security interest specified herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein, the parties hereto agree as follows:

1. Grant of Security Interest. The Debtor hereby pledges to the Secured Party and grants to the Secured Party a security interest in all right, title and interest of the Debtor in and to those forty-three million (43,000,000) shares of common stock in the Subsidiary owned by the Secured Party, representing 50% of the total amount of issued and outstanding shares of stock of the Subsidiary, together with all funds, investments, securities, interest, dividends, instruments, documents and records related thereto and all other property credited thereto, accepted for credit thereto or required to be credited thereto, all additions thereto and substitutions thereof, all security entitlements arising therefrom and any and all products and proceeds of the foregoing to secure the Obligator’s obligations under the JRT Note (the “JRT Collateral”).

2. Perfection. In order to perfect, protect or more fully evidence the Secured Party’s first priority perfected security interest in the JRT Collateral:

a. Financing Statements. The Debtor hereby irrevocably authorizes the Secured Party, at any time and from time to time, to file in any appropriate jurisdiction any UCC financing statements, amendments thereto and continuations thereof deemed necessary by the Secured Party to perfect its security interest in the JRT Collateral.

b. Possession. The Debtor shall deliver to the Secured Party or such agent as designated by Secured Party, the JRT Collateral evidenced by certificated securities together with irrevocable stock powers endorsed in blank.

3. Representations and Warranties. The Debtor hereby represents and warrants to the Secured Party:

a. Location. The Debtor is “located” (for purposes of the UCC) in the State of Delaware, and will not change such state of location without 10 calendar days prior notice to the Secured Party. If the Debtor’s location is changed, the Debtor hereby authorizes the Secured Party to file a financing statement for the purpose of maintaining perfection of its security interest in the JRT Collateral in such new state location of the Debtor.

b. Validity. The Debtor is the sole owner of the JRT Collateral, has the right to grant the security interest provided for herein to the Secured Party and has granted to the Secured Party a valid security interest in the JRT Collateral, free of all liens, encumbrances, transfer restrictions and adverse claims; such that the security interest in the JRT Collateral of the Secured Party shall be a first priority security interest when perfected in accordance with Section 2 of this Agreement.

c. Pledged Stock. The JRT Collateral represents 50% of the total amount of issued and outstanding shares of stock of the Subsidiary and all rights arising therefrom and related thereto, as stated in Section 1 hereof.

d. Compliance with Law. The Debtor’s execution, delivery and performance of this Agreement, the grant of the security interest in the JRT Collateral and the consummation of the transactions contemplated hereunder will not, with or without the giving of notice or the lapse of time, (i) violate any law applicable to the Debtor; (ii) violate any judgment, writ, injunction or order of any court or governmental body or officer applicable to the Debtor; (iii) violate or result in the breach of any agreement to which the Debtor is a party or by which any of Debtor’s properties, including the JRT Collateral, is bound; or (iv) violate any restriction on the transfer of any of the JRT Collateral.

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e. Third Party Consents. No consent, approval or authorization of any third party or any governmental body or officer is required for the valid and lawful execution and delivery of this Agreement, the creation and perfection of the Secured Party’s security interest in the JRT Collateral or the valid and lawful exercise by the Secured Party of remedies available to it under this Agreement or applicable law or of the voting and other rights granted to it in this Agreement, except as may be required for the offer or sale of securities under applicable securities laws.

4. Covenants. The Debtor covenants and agrees that so long as this Agreement shall be in effect:

a. Sale. Without the prior written consent of the Secured Party, the Debtor shall not sell, gift, pledge, exchange or otherwise dispose of any of the JRT Collateral.

b. Capital Structure. Without the prior written consent of the Secured Party, the Debtor shall not cause or permit the Subsidiary to make any change in its capital structure or issue or create any stock or other equity interest (or any non-equity interest that is convertible into any stock, membership interest, or other equity interest in the Subsidiary).

c. Value of JRT Collateral. The Debtor shall not take or fail to take any action which would in any manner impair the value of the JRT Collateral.

d. Claims. The Debtor shall give notice to the Secured Party of, and shall defend against, any suit, action or proceeding against the JRT Collateral or which could adversely affect the Secured Party’s security interest in the JRT Collateral granted hereunder.

e. Indemnity. The Debtor shall indemnify the Secured Party and its agents against, and hold them harmless from, any liability, loss, claim, damage and expense (including reasonable attorneys’ fees) which may arise in connection with the execution, enforcement or performance by the Secured Party of this Agreement and/or the JRT Note.

5. Remedies Upon Default. If any Event of Default under the JRT Note shall have occurred and not be cured within the Cure Period (as defined in the JRT Note), then at the end of the Cure Period:

a. Secured Party’s Rights. The Secured Party may exercise in respect of the JRT Collateral, in addition to other rights and remedies provided for herein, the Merger Agreement and other Ancillary Documents, all of the rights and remedies of a secured party on default under the UCC and also may sell the JRT Collateral or any part thereof at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as are commercially reasonable. The Debtor agrees that, to the extent notice of sale shall be required by law, at least a ten (10) Business Days’ notice to the Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Any sale of the JRT Collateral conducted in conformity with reasonable commercial practices of reputable banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to the Collateral shall be deemed to be commercially reasonable. The Secured Party may, in its own name or in the name of a designee or nominee, buy all or any part of the JRT Collateral at any public sale and, if permitted by applicable law, buy all or any part of the JRT Collateral at any private sale.

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b. Agent for Secured Party. Notwithstanding the generality of the foregoing, the Secured Party shall have the right to instruct any person holding the JRT Collateral as agent for the Secured Party to release or liquidate all or any portion of the JRT Collateral which is sufficient to pay the JRT Note Indebtedness and related costs of enforcement in full, and to transfer the proceeds of the liquidation sale to the Secured Party.

c. Deficiency. In the event that the proceeds of any sale, surrender, collection or realization of Collateral is insufficient to pay all outstanding JRT Indebtedness, the Debtor shall be liable for the deficiency, together with interest thereon at the default rate of seven percent (7%) per annum, or such lesser rate as shall be fixed by applicable law, together with the costs of collection and the fees and other client charges of any attorneys employed by the Secured Party to collect such deficiency.

6. Termination. This Agreement shall terminate upon the earliest of (a) the Debtor’s receipt of notice from the Secured Party expressly stating that the Secured Party no longer claims any security interest in the JRT Collateral, (b) transfer of the proceeds of the sale of the JRT Collateral subsequent to the liquidation sale of Collateral and payment of any outstanding deficiency thereafter pursuant to Paragraph 5.c of this Agreement, or (c) the payment in full of the JRT Note Indebtedness. Promptly following the payment in full of the JRT Note Indebtedness, the Secured Party shall give written notice thereof to the Debtor. Upon termination of this Agreement, the Secured Party shall execute any such instruments that are reasonably requested by the Debtor to release its security interest in the JRT Collateral.

7. Miscellaneous.

a. Waiver and Amendment. No failure or delay on the part of the Secured Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right or remedy preclude any other right or remedy. The rights and remedies of the Secured Party hereunder are cumulative and are not exclusive of any rights or remedies provided by law or equity or in any other contract between such parties. No provision of this Agreement may be amended, waived, modified or terminated, except in a writing duly signed by the Debtor and the Secured Party.

b. Survival. All warranties, representations and obligations contained herein or in any of the instruments or documents delivered pursuant to this Agreement shall survive the delivery of any instruments or documents.

c. Entire Agreement. This Agreement, together with the Merger Agreement, the other Ancillary Agreements and the Stock Exchange Agreement, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings both written and oral between the parties with respect to the subject matter hereof.

d. Successors and Assigns. This Agreement shall bind and the benefits hereof shall inure to the parties hereto and their respective successors and assigns.

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e. Notices. Any notice required or permitted to be given hereunder shall be governed by Section 10.2 of the Merger Agreement.

f. Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the Laws of the State of California, as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction).

g. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

h. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

i. Counterparts. This Agreement may be executed by facsimile in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

j. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective corporate officers, thereunto duly authorized, as of the date first above written.

IMARX THERAPEUTICS, INC., a Delaware corporation
By:
	Name:
	Title:
SYCAMORE FILMS INC., a Nevada corporation
By:
	Name:
	Title:
JRT PRODUCTIONS, INC., a California corporation
By:
	Name:
	Title:

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EX-10.12

Exhibit 10.12

Execution Version

EMPLOYMENT AGREEMENT — SCOTTI

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and each individually, the “Company”) and Donald J. Scotti (the “Employee”).

RECITALS

WHEREAS, the Purchaser and the Employee are parties to (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein being used herein as therein defined) by and among the Purchaser, the Subsidiary, the Target, JRT and Red Cat (collectively, “Sellers”), and Takats and the Employee (collectively, “Target Shareholders”), pursuant to which the Target merged with and into the Subsidiary, and the Subsidiary became the Surviving Corporation (the “Merger”); and (2) that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), whereby the Surviving Corporation became a wholly owned subsidiary of the Purchaser (the “Acquisition,” and collectively with the Merger, the “Transaction”).

WHEREAS, prior to the Transaction, the Employee was the holder of 100% of the shares of issued and outstanding common stock of Red Cat, and Red Cat was the holder of 50% of the shares of issued and outstanding common stock of the Target;

WHEREAS, prior to the Transaction, the Employee served as the President and the Secretary of the Target;

WHEREAS, as of the Closing of the Merger, the Employee shall be one of no more than seven (7) directors on the Purchaser’s Board of Directors, and one of five (5) directors on the Surviving Board;

WHEREAS, the Companies wish to employ the Employee, and the Employee wishes to be employed by the Companies, on the terms and conditions contained in this Agreement effective upon the Closing of the Merger; and

WHEREAS, the execution of this Agreement is a condition precedent to the Employee’s, the Sellers’ and the Target’s duty to perform under the Merger Agreement and the Stock Exchange Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the Employee and the Companies as follows:

AGREEMENT

1. Employment.

a. Position. Subject to the terms and conditions of this Agreement, during the Term of Employment (as defined in Section 2 of this Agreement), the Purchaser shall employ the Employee as the President of the Purchaser and the Subsidiary, and the Employee agrees to serve as the President of the Purchaser and the Subsidiary.

b. Duties. During the Term of Employment, the Employee shall:

i. devote the Employee’s entire productive time, skills, experience and attention to the business of each Company, and ensure that the Employee is not at any time engaged in conduct that would interfere with the performance by the Employee of the Employee’s duties under this Agreement or which would constitute a conflict with the interests of each Company; and

ii. well and faithfully serve each Company and carry out those responsibilities as are necessary to perform the functions associated with the Employee’ s position; and

iii. use the Employee’s best efforts while performing the Employee’s responsibilities to promote the success of the business of each Company and act at all times in the best interests of each Company;

iv. at all times comply with the policies and standards established by each Company’s Board of Directors; and

v. not engage in any other business duties or pursuits, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, that would interfere with the services of the Employee pursuant to this Agreement, without the prior written consent of the Company’s Boards of Directors; provided, however, the expenditure of reasonable amounts of times for educational, charitable, or professional activities shall not be deemed a breach of this Agreement, if those activities do not materially interfere with the services required pursuant to this Agreement and shall not require the prior written consent of the Company’s Boards of Directors; provided, further, however, that these provisions shall not prohibit the Employee from making passive personal investments or conducting private business affairs, if those affairs do not materially interfere with the services of the Employee required pursuant to this Agreement.

2. Term.

a. This Agreement and the Employee’ s employment hereunder shall become effective at the Closing Date of the Merger and shall continue until the earliest of: (i) an election by the Employee or the Purchaser to terminate this Agreement after the three (3) year anniversary of the Effective Time of the Merger, (ii) the mutual agreement to terminate this

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Agreement by the Purchaser and the Employee; or (iii) any termination of this Agreement pursuant to Section 4 of this Agreement (the “Term of Employment”).

b. The Companies and the Employee understand and agree that, if Employee’s employment shall not have been terminated after the three (3) year anniversary of the Effective Time of the Merger, the Employee shall continue to be employed as an “at-will” employee of each Company pursuant to the terms and subject to the conditions of this Agreement.

3. Remuneration.

a. Base Compensation. During the Term of Employment and any extension thereof pursuant to Section 2.b. of this Agreement, the Purchaser shall pay to the Employee as compensation for the performance of the Employee’s duties herein for both Companies a salary at the rate of $200,000 per annum (the “Base Salary”), payable in accordance with the Purchaser’s regular payroll procedures, but, in any event, in no fewer than twelve (12) equal monthly installments. The Employee and the Purchaser agree that such salary shall be reviewed annually and may be otherwise increased from time to time by the Purchaser, and such revised annual salary shall be referred to hereinafter as the “Base Salary.”

b. Bonus Compensation. In addition to the Base Salary, the Employee shall be entitled to an annual bonus payment equal to four percent (4 %) of the net profits of the Companies on a consolidated basis for each fiscal year of the Purchaser in excess of $5,000,000 (the “Bonus Compensation”), payable at the end of such fiscal year.

c. Benefits. During the Term of Employment, the Employee shall be entitled to participate in all of the benefit plans available for employees of the Companies in effect from time to time, in accordance with the terms of the formal plan documents, including medical, dental, group life and disability plans, as of and with effect from the Closing Date. The Employee’ s years of service with Target prior to the Closing Date shall be counted as years of service with each Company for purposes of eligibility and vesting (other than vesting with respect to any equity-based compensation). Without limiting the generality of the foregoing, the Purchaser shall include the Employee in a health insurance plan that is comparable to the Aetna insurance plan maintained by the Target prior to the Merger.

d. Stock Option Plans. During the Term of Employment, the Employee shall be entitled to participate in all of the stock option plans available for employees of the Companies in effect from time to time, in accordance with the terms of the formal plan documents as of and with effect from the Closing Date.

e. Vacation. The Employee shall be entitled to six (6) weeks of paid vacation per year. To the extent accrued vacation time is unused in any given year, it may be carried over in accordance with the policies of the Purchaser then in effect. At the end of the Term of Employment and any extension thereof pursuant to Section 2(b) of this Agreement, the Purchaser shall compensate the Employee for any unused vacation time.

f. Expenses. Each Company shall reimburse the Employee for all out-of-pocket expenses and other disbursements actually and properly incurred by the Employee in connection with the Employee’ s duties hereunder or otherwise properly incurred by the Employee for and

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on behalf of each respective Company, upon presentation of reasonably acceptable evidence of the Employee having incurred such expenses and disbursements.

g. Automobile. During the first six months of the Term of Employment, the Purchaser shall provide the Employee with an automobile allowance of $750.00 per month, and following the first six months of the Term of Employment, an automobile allowance of $1,500.00 per month, which allowance shall include the cost of insurance, maintenance and repair of Employee’s personal automobile.

4. Termination.

a. Termination by Purchaser for Cause. The Purchaser may, during the Term of Employment, terminate this Agreement and discharge the Employee for Cause (as defined herein), whereupon the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Company shall immediately pay the Employee any amount due and owing pursuant to Section 3 prorated to the date of termination. As used herein, the term “Cause” shall refer to the termination of the Employee’s employment as a result of any one of the following: (i) any conviction of, or pleading of nolo contendere or guilty by, the Employee for any misdemeanor involving moral turpitude which if committed at the work place or in connection with employment would have constituted a material violation of either Company’s policy or a felony; (ii) any willful misconduct of the Employee which has a materially injurious effect on the business or reputation of either Company; or (iii) the gross dishonesty of the Employee which has a materially injurious effect on the business or reputation of either Company. For purposes of this Section 4.a, no act or failure to act, on the part of the Employee, shall be considered “willful” if it is done, or omitted to be done, by the Employee in good faith or with reasonable belief that his action or omission was in the best interest of either Company. The Employee shall have the opportunity to cure any such acts or omissions (other than item (i) above) within thirty (30) days of the Employee’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Employee is guilty of acts or omissions constituting “Cause.”

b. Termination Without Cause. Anything in this Agreement to the contrary notwithstanding, the Purchaser shall not have the right, at any time during the Term of Employment and any extension thereof pursuant to Section 2(b) of this Agreement, in its sole discretion, to terminate this Agreement and discharge the Employee “without Cause”.

c. Termination for Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death during the Term of Employment. If the Purchaser determines in good faith that the Disability (as defined below) of the Employee has occurred during the Term of Employment, it shall give written notice to the Employee of its intention to terminate his employment. In such event, the Employee’s employment with the Purchaser shall terminate effective on the 30th day after receipt of such notice by the Employee, unless within the thirty (30) days after such receipt, the Employee shall have returned to full-time performance of his duties. The term “Disability” shall mean the absence of the Employee from the Employee’s duties with the Companies on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and

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permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative.

d. Termination by Employee without Good Reason. Anything in this Agreement to the contrary notwithstanding, the Employee shall have the right, at any time during the Term of Employment in his sole discretion, to terminate this Agreement and his employment without Good Reason (i.e., prior breach by the Purchaser or Purchaser’s failure to provide adequate financial or personnel support to the activities of Employee) upon not less than ninety (90) days prior written notice to the Purchaser. In the event the Employee voluntarily terminates his employment hereunder other than for Good Reason, the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Purchaser shall immediately pay the Employee any amount due and owing pursuant to Section 3 of this Agreement, prorated to the date of termination.

5. Non-Competition. During the Term of Employment, the Employee shall not, without Purchaser prior written consent, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, member, manager, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in any competition in any manner whatsoever with the business of the Purchaser or the Surviving Corporation. During the Term of Employment and for a period of one year after termination of the Term of Employment, the Employee shall not, directly or indirectly, solicit, hire, recruit, or encourage any employee of the Companies to leave the service of the Companies; provided, however, that if the Purchaser or the Surviving Corporation breaches any term, condition or covenant in favor of Scotti, Takats, Red Cat, or JRT, the provisions of this Section 5 shall be null and void.

6. Parachute Tax Indemnity.

a. Gross-Up Payment.

i. If it shall be determined that any amount paid, distributed or treated as paid or distributed by the Purchaser to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement between the Employee and the Purchaser or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (including any interest or penalties imposed with respect thereto) and Excise Tax imposed on the Gross up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

ii. The determinations of whether and when a Gross-Up Payment is required under this Section 6 shall be made by independent tax counsel (the “Tax Counsel”) based on its

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good faith interpretation of applicable law. The amount of such Gross-Up Payment and the valuation assumptions to be utilized in arriving at such determination shall be made by an independent nationally recognized accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Purchaser and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Purchaser. The Tax Counsel and Accounting Firm shall be appointed by the Purchaser after consultation in good faith with the Employee and subject to the approval of the Employee (which approval shall not be unreasonably withheld). All fees and expenses of any Tax Counsels and Accounting Firms referred to above shall be borne by the Purchaser. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Purchaser to the Employee within ten (10) days of the receipt of the Accounting Firm’s determination. Any determinations by the Tax Counsel and Accounting Firm shall be binding upon the Purchaser and the Employee, provided, however, if it is later determined that there has been an underpayment of Excise Tax and that the Employee is required to make an additional Excise Tax payment(s) on any Payment or Gross-Up Payment, the Purchaser shall provide a similar full gross up on such additional liability.

iii. For purposes of any determinations made by any Tax Counsel and Accounting Firm acting under Section 6.a.ii.:

(A) All Payments and Gross Up Payments with respect to the Employee shall be deemed to be “parachute payments” under Section 280G(b) (2) of the Code and to be “excess parachute payments” under Section 280G(b) (1) of the Code that are fully subject to the Excise Tax under Section 4999 of the Code, except to the extent (if any) that such Tax Counsel determines in writing in good faith that a Payment in whole or in part does not constitute a “parachute payment” or otherwise is not subject to Excise Tax;

(B) The value of any non-cash benefits or deferred or delayed payments or benefits shall be determined in a manner consistent with the principles of Section 280G of the Code; and

(C) The Employee shall be deemed to pay federal, state and local income taxes at the actual maximum marginal rate applicable to individuals in the calendar year in which the Gross-Up Payment is made, net of any applicable reduction in federal income taxes for any state and local taxes paid on the amounts in question.

b. Claims and Proceedings. The Employee shall notify the Purchaser in writing of any Excise Tax claim by the Internal Revenue Service (or any other state or local taxing authority) that, if successful, would require the payment by the Purchaser of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than twenty (20) business days after the Employee is informed in writing of such claim and shall apprise the Purchaser of the nature of such claim and the date on which such claim is to be paid. The Employee shall not pay such claim prior to the expiration of the 30 day period following the date on which it gives such notice to the Purchaser (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Purchaser notifies the Employee in writing prior to the expiration of such period that it desires to contest such Excise Tax claim, the

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Employee shall: (i) give the Purchaser any information reasonably requested by the Purchaser relating to such claim; (ii) take such action in connection with contesting such claim as the Purchaser shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Purchaser after consultation in good faith with the Employee and subject to approval by the Employee (which approval shall not be unreasonably withheld) under the circumstances set forth in Section 6.a; (iii) cooperate with the Purchaser in good faith in order to effectively contest such claim; and (iv) permit the Purchaser to participate in any proceeding relating to such claim; provided, however, that the Purchaser shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expense. Without limitation of the foregoing provisions of this Section 6, the Purchaser shall control the Excise Tax portion of any proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Excise Tax claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the Excise Tax claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Purchaser shall determine. If the Purchaser directs the Employee to pay such Excise Tax claim and sue for a refund, the Purchaser shall advance the amount of such payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax (including interest and penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, however, that any Purchaser-directed extension of the statute of limitations relating to payment of taxes for the Employee’s taxable year with respect to which such contested Excise Tax amount is claimed to be due shall be effective only if it can be and is limited to the contested Excise Tax liability.

c. Refunds. If, after the Employee’s receipt of an amount advanced by the Purchaser pursuant to this Section 6 for payment of Excise Taxes, the Employee files an Excise Tax refund claim and receives any refund with respect to such claim, the Employee shall (subject to the Purchaser’s complying with the requirements of this Section 6) except as provided below, promptly pay to the Purchaser the amount of any such refund of Excise Tax (together with any interest paid or credited thereon, but after any and all taxes applicable thereto), plus the amount (after any and all taxes applicable-thereto) of the refund (if any is applied for and received) of any income tax paid by the Employee with respect to and as a result of his prior receipt of any previously paid Gross-Up Payment indemnifying the Employee with respect to any such Excise Tax later so refunded. In the event Employee files for a refund of the Excise Tax and such request would, if successful, require the Employee to refund any amount to the Purchaser pursuant to this provision, then the Employee shall be required to seek a refund of the Income Tax portion of any corresponding Gross-Up Payment so long as such refund request would not have a material adverse effect on the Employee (which determination shall be made by independent tax counsel selected by the Employee after good faith consultation with the Purchaser and subject to approval of the Purchaser, which approval shall not be unreasonably withheld). If, after the Employee’s receipt of an amount advanced by the Purchaser pursuant to

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this Section 6, a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Purchaser does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

7. Uniqueness of Employees Services. The services to be provided by the Employee pursuant to the provisions of the Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives those services a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to any other rights or remedies that the Companies may possess, to the extent permitted by applicable law, the Companies shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the Employee.

8. Indemnification. The Companies shall indemnify and hold the Employee harmless from any and all liability or loss, damage, or injury to persons or property resulting from the negligence or misconduct of the Companies, or either of them.

9. Trade Secrets.

a. The parties acknowledge and agree that during the Term of Employment and in the course of the discharge of his duties hereunder, the Employee shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by the Companies, actually or potentially used in the operation of the Companies’ businesses, or obtained from third parties under an agreement of confidentiality, and that such information constitutes the “Companies’ trade secrets.” The term “Companies’ trade secrets” shall not include (i) the knowledge and information acquired by the Employee before the Term of Employment, (ii) any information that has become generally available to the public other than as a result of disclosure by the Employee, nor (iii) any information made available to the Employee on a non-confidential basis from any person other than the Companies, unless such source was bound by a confidentiality agreement with the Companies.

b. During the Term of Employment and for two years thereafter, the Employee shall not misuse, misappropriate, or intentionally disclose in writing, orally or by electronic means, any Companies’ trade secrets to any other person, except as may be required in the course of his employment or otherwise required by law, court order, subpoena, stock exchange or association, governmental agency, or regulatory body.

c. The Employee shall not engage in sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Companies’ trade secrets obtained by the Employee during the course of his employment under this Agreement, including information concerning the Companies’ actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof,.

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d. All files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or on line relating to the Companies’ businesses prepared by the Employee during the Term of Employment and within the scope of his employment are and shall remain exclusively the property of the Companies.

10. General Provisions.

a. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral between the parties with respect to the subject matter hereof.

b. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on (i) the date of delivery, if delivered personally or by commercial delivery service, or (ii) on the date of confirmation of receipt (or the next Business Day, if the date of confirmation of receipt is not a Business Day), if sent via facsimile (with confirmation of receipt), to the parties hereto at the following address (or at such other address for a party as shall be specified by like notice):

If to the Purchaser:	ImaRx Therapeutics, Inc. c/o Stoel Rives LLP 201 S. Main Street Suite 1100 Salt Lake City, Utah 84111-4904 Facsimile Machine: 801.578.6999 kjontiveros@stoel.com
If to the Surviving Corporation:	Sycamore Films, Inc. c/o Stepp Law Corporation 15707 Rockfield Boulevard Suite 101 Irvine, California 92618 Facsimile Machine: 949.660.9010 tes@stepplawgroup.com
With a copy to:	edwardsylvan@gmail.com terry.sylvan@gmail.com
If to the Employee:	Mitchell Silbergerg & Knopp LLP 11377 West Olympic Boulevard Los Angeles, California 90064 dkb@msk.com aek@msk.com
With a copy to:	don@sweetspotent.com

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c. Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the Laws of the State of California, as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction).

d. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

e. Successors. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and his, her or its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

f. Counterparts. This Agreement may be executed by facsimile in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

g. No waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed or construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition or provision at the same time or at any prior or subsequent time.

h. Amendment. This Agreement may be amended, supplemented or modified only by an instrument in writing signed on behalf of the parties hereto.

i. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

[signature page to follow]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf
as of the day and year first above written.

“EMPLOYEE”
	Donald Scotti
“PURCHASER”
IMARX THERAPEUTICS, INC.
By:
	Name:
	Title:
“SURVIVING CORPORATION” SYCAMORE FILMS, INC.
By:
	Name:
	Title:

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EX-10.13

Exhibit 10.13

Execution Version

EMPLOYMENT AGREEMENT — TAKATS

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as dated as of May  _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”); Sycamore Films, Inc., a Nevada corporation (the “Subsidiary,” and collectively with the Purchaser, the “Companies,” and each individually, the “Company”) and Joseph Takats (the “Employee”).

RECITALS

WHEREAS, the Purchaser and the Employee are parties to (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010 (the “Merger Agreement”; the terms defined therein being used herein as therein defined) by and among the Purchaser, the Subsidiary, the Target, JRT and Red Cat (collectively, “Sellers”), and Scotti and the Employee (collectively, “Target Shareholders”), pursuant to which the Target merged with and into the Subsidiary, and the Subsidiary became the Surviving Corporation (the “Merger”); and (2) that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), whereby the Surviving Corporation became a wholly owned subsidiary of the Purchaser (the “Acquisition,” and collectively with the Merger, the “Transaction”).

WHEREAS, prior to the Transaction, the Employee was the holder of 100% of the shares of issued and outstanding common stock of Red Cat, and Red Cat was the holder of 50% of the shares of issued and outstanding common stock of the Target;

WHEREAS, prior to the Transaction, the Employee served as the President and the Secretary of the Target;

WHEREAS, as of the Closing of the Merger, the Employee shall be one of no more than seven (7) directors on the Purchaser’s Board of Directors, and one of five (5) directors on the Surviving Board;

WHEREAS, the Companies wish to employ the Employee, and the Employee wishes to be employed by the Companies, on the terms and conditions contained in this Agreement effective upon the Closing of the Merger; and

WHEREAS, the execution of this Agreement is a condition precedent to the Employee’s, the Sellers’ and the Target’s duty to perform under the Merger Agreement and the Stock Exchange Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements in this Agreement, the receipt and sufficiency of which are hereby acknowledged, it is agreed by and among the Employee and the Companies as follows:

AGREEMENT

1. Employment.

a. Position. Subject to the terms and conditions of this Agreement, during the Term of Employment (as defined in Section 2), the Purchaser shall employ the Employee as the Senior Executive Vice President of the Purchaser and the President of Marketing of the Subsidiary; and the Employee agrees to serve as the Senior Executive Vice President of the Purchaser and the President of Marketing of the Subsidiary.

b. Duties. During the Term of Employment, the Employee shall:

i. devote the Employee’s entire productive time, skills, experience and attention to the business of each Company, and ensure that the Employee is not at any time engaged in conduct that would interfere with the performance by the Employee of the Employee’s duties under this Agreement or which would constitute a conflict with the interests of each Company; and

ii. well and faithfully serve each Company and carry out those responsibilities as are necessary to perform the functions associated with the Employee’ s position; and

iii. use the Employee’s best efforts while performing the Employee’s responsibilities to promote the success of the business of each Company and act at all times in the best interests of each Company;

iv. at all times comply with the policies and standards established by each Company’s Board of Directors; and

v. not engage in any other business duties or pursuits, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, that would interfere with the services of the Employee pursuant to this Agreement, without the prior written consent of the Company’s Boards of Directors; provided, however, the expenditure of reasonable amounts of times for educational, charitable, or professional activities shall not be deemed a breach of this Agreement, if those activities do not materially interfere with the services required pursuant to this Agreement and shall not require the prior written consent of the Company’s Boards of Directors; provided, further, however, that these provisions shall not prohibit the Employee from making passive personal investments or conducting private business affairs, if those affairs do not materially interfere with the services of the Employee required pursuant to this Agreement.

2. Term.

a. This Agreement and the Employee’ s employment hereunder shall become effective at the Closing Date of the Merger and shall continue until the earliest of: (i) an election by the Employee or the Purchaser to terminate this Agreement after the three (3) year

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anniversary of the Effective Time of the Merger, (ii) the mutual agreement to terminate this Agreement by the Purchaser and the Employee; or (iii) any termination of this Agreement pursuant to Section 4 of this Agreement (the “Term of Employment”).

b. The Companies and the Employee understand and agree that, if Employee’s employment shall not have been terminated after the three (3) year anniversary of the Effective Time of the Merger, the Employee shall continue to be employed as an “at-will” employee of each Company pursuant to the terms and subject to the conditions of this Agreement.

3. Remuneration.

a. Base Compensation. During the Term of Employment and any extension thereof pursuant to Section 2.b. of this Agreement, the Purchaser shall pay to the Employee as compensation for the performance of the Employee’s duties herein for both Companies a salary at the rate of $200,000 per annum (the “Base Salary”), payable in accordance with the Purchaser’s regular payroll procedures, but, in any event, in no fewer than twelve (12) equal monthly installments. The Employee and the Purchaser agree that such salary shall be reviewed annually and may be otherwise increased from time to time by the Purchaser, and such revised annual salary shall be referred to hereinafter as the “Base Salary.”

b. Bonus Compensation. In addition to the Base Salary, the Employee shall be entitled to an annual bonus payment equal to four percent (4 %) of the net profits of the Companies on a consolidated basis for each fiscal year of the Purchaser in excess of $5,000,000 (the “Bonus Compensation”), payable at the end of such fiscal year.

c. Benefits. During the Term of Employment, the Employee shall be entitled to participate in all of the benefit plans available for employees of the Companies in effect from time to time, in accordance with the terms of the formal plan documents, including medical, dental, group life and disability plans, as of and with effect from the Closing Date. The Employee’ s years of service with Target prior to the Closing Date shall be counted as years of service with each Company for purposes of eligibility and vesting (other than vesting with respect to any equity-based compensation). Without limiting the generality of the foregoing, the Purchaser shall include the Employee in a health insurance plan that is comparable to the Aetna insurance plan maintained by the Target prior to the Merger.

d. Stock Option Plans. During the Term of Employment, the Employee shall be entitled to participate in all of the stock option plans available for employees of the Companies in effect from time to time, in accordance with the terms of the formal plan documents as of and with effect from the Closing Date.

e. Vacation. The Employee shall be entitled to six (6) weeks of paid vacation per year. To the extent accrued vacation time is unused in any given year, it may be carried over in accordance with the policies of the Purchaser then in effect. At the end of the Term of Employment and any extension thereof pursuant to Section 2(b) of this Agreement, the Purchaser shall compensate the Employee for any unused vacation time.

f. Expenses. Each Company shall reimburse the Employee for all out-of-pocket expenses and other disbursements actually and properly incurred by the Employee in connection

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with the Employee’ s duties hereunder or otherwise properly incurred by the Employee for and on behalf of each respective Company, upon presentation of reasonably acceptable evidence of the Employee having incurred such expenses and disbursements.

g. Automobile. During the first six months of the Term of Employment, the Purchaser shall provide the Employee with an automobile allowance of $750.00 per month, and following the first six months of the Term of Employment, an automobile allowance of $1,500.00 per month, which allowance shall include the cost of insurance, maintenance and repair of Employee’s personal automobile.

4. Termination.

a. Termination by Purchaser for Cause. The Purchaser may, during the Term of Employment, terminate this Agreement and discharge the Employee for Cause (as defined herein), whereupon the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Company shall immediately pay the Employee any amount due and owing pursuant to Section 3 prorated to the date of termination. As used herein, the term “Cause” shall refer to the termination of the Employee’s employment as a result of any one of the following: (i) any conviction of, or pleading of nolo contendere or guilty by, the Employee for any misdemeanor involving moral turpitude which if committed at the work place or in connection with employment would have constituted a material violation of either Company’s policy or a felony; (ii) any willful misconduct of the Employee which has a materially injurious effect on the business or reputation of either Company; or (iii) the gross dishonesty of the Employee which has a materially injurious effect on the business or reputation of either Company. For purposes of this Section 4.a, no act or failure to act, on the part of the Employee, shall be considered “willful” if it is done, or omitted to be done, by the Employee in good faith or with reasonable belief that his action or omission was in the best interest of either Company. The Employee shall have the opportunity to cure any such acts or omissions (other than item (i) above) within thirty (30) days of the Employee’s receipt of a notice from the Company finding that, in the good faith opinion of the Company, the Employee is guilty of acts or omissions constituting “Cause.”

b. Termination Without Cause. Anything in this Agreement to the contrary notwithstanding, the Purchaser shall not have the right, at any time during the Term of Employment and any extension thereof pursuant to Section 2(b) of this Agreement, in its sole discretion, to terminate this Agreement and discharge the Employee “without Cause”.

c. Termination for Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death during the Term of Employment. If the Purchaser determines in good faith that the Disability (as defined below) of the Employee has occurred during the Term of Employment, it shall give written notice to the Employee of its intention to terminate his employment. In such event, the Employee’s employment with the Purchaser shall terminate effective on the 30th day after receipt of such notice by the Employee, unless within the thirty (30) days after such receipt, the Employee shall have returned to full-time performance of his duties. The term “Disability” shall mean the absence of the Employee from the Employee’s duties with the Companies on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and

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permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative.

d. Termination by Employee without Good Reason. Anything in this Agreement to the contrary notwithstanding, the Employee shall have the right, at any time during the Term of Employment in his sole discretion, to terminate this Agreement and his employment without Good Reason (i.e., prior breach by the Purchaser or Purchaser’s failure to provide adequate financial or personnel support to the activities of Employee) upon not less than ninety (90) days prior written notice to the Purchaser. In the event the Employee voluntarily terminates his employment hereunder other than for Good Reason, the respective rights and obligations of the parties hereunder shall terminate; provided, however, that the Purchaser shall immediately pay the Employee any amount due and owing pursuant to Section 3 of this Agreement, prorated to the date of termination.

5. Non-Competition. During the Term of Employment, the Employee shall not, without Purchaser prior written consent, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, member, manager, stockholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in any competition in any manner whatsoever with the business of the Purchaser or the Surviving Corporation. During the Term of Employment and for a period of one year after termination of the Term of Employment, the Employee shall not, directly or indirectly, solicit, hire, recruit, or encourage any employee of the Companies to leave the service of the Companies; provided, however, that if the Purchaser or the Surviving Corporation breaches any term, condition or covenant in favor of Scotti, Takats, Red Cat, or JRT, the provisions of this Section 5 shall be null and void.

6. Parachute Tax Indemnity.

a. Gross-Up Payment.

i. If it shall be determined that any amount paid, distributed or treated as paid or distributed by the Purchaser to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, any stock option agreement between the Employee and the Purchaser or otherwise, but determined without regard to any additional payments required under this Section 6) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee of all federal, state and local taxes (including any interest or penalties imposed with respect to such taxes), including without limitation, any income taxes (including any interest or penalties imposed with respect thereto) and Excise Tax imposed on the Gross up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

ii. The determinations of whether and when a Gross-Up Payment is required under this Section 6 shall be made by independent tax counsel (the “Tax Counsel”) based on its

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good faith interpretation of applicable law. The amount of such Gross-Up Payment and the valuation assumptions to be utilized in arriving at such determination shall be made by an independent nationally recognized accounting firm (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Purchaser and the Employee within 15 business days of the receipt of notice from the Employee that there has been a Payment, or such earlier time as is requested by the Purchaser. The Tax Counsel and Accounting Firm shall be appointed by the Purchaser after consultation in good faith with the Employee and subject to the approval of the Employee (which approval shall not be unreasonably withheld). All fees and expenses of any Tax Counsels and Accounting Firms referred to above shall be borne by the Purchaser. Any Gross-Up Payment, as determined pursuant to this Section 6, shall be paid by the Purchaser to the Employee within ten (10) days of the receipt of the Accounting Firm’s determination. Any determinations by the Tax Counsel and Accounting Firm shall be binding upon the Purchaser and the Employee, provided, however, if it is later determined that there has been an underpayment of Excise Tax and that the Employee is required to make an additional Excise Tax payment(s) on any Payment or Gross-Up Payment, the Purchaser shall provide a similar full gross up on such additional liability.

iii. For purposes of any determinations made by any Tax Counsel and Accounting Firm acting under Section 6.a.ii.:

(A) All Payments and Gross Up Payments with respect to the Employee shall be deemed to be “parachute payments” under Section 280G(b) (2) of the Code and to be “excess parachute payments” under Section 280G(b) (1) of the Code that are fully subject to the Excise Tax under Section 4999 of the Code, except to the extent (if any) that such Tax Counsel determines in writing in good faith that a Payment in whole or in part does not constitute a “parachute payment” or otherwise is not subject to Excise Tax;

(B) The value of any non-cash benefits or deferred or delayed payments or benefits shall be determined in a manner consistent with the principles of Section 280G of the Code; and

(C) The Employee shall be deemed to pay federal, state and local income taxes at the actual maximum marginal rate applicable to individuals in the calendar year in which the Gross-Up Payment is made, net of any applicable reduction in federal income taxes for any state and local taxes paid on the amounts in question.

b. Claims and Proceedings. The Employee shall notify the Purchaser in writing of any Excise Tax claim by the Internal Revenue Service (or any other state or local taxing authority) that, if successful, would require the payment by the Purchaser of a Gross-Up Payment. Such notification shall be given as soon as practicable but no later than twenty (20) business days after the Employee is informed in writing of such claim and shall apprise the Purchaser of the nature of such claim and the date on which such claim is to be paid. The Employee shall not pay such claim prior to the expiration of the 30 day period following the date on which it gives such notice to the Purchaser (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Purchaser notifies the Employee in writing prior to the expiration of such period that it desires to contest such Excise Tax claim, the

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Employee shall: (i) give the Purchaser any information reasonably requested by the Purchaser relating to such claim; (ii) take such action in connection with contesting such claim as the Purchaser shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Purchaser after consultation in good faith with the Employee and subject to approval by the Employee (which approval shall not be unreasonably withheld) under the circumstances set forth in Section 6.a; (iii) cooperate with the Purchaser in good faith in order to effectively contest such claim; and (iv) permit the Purchaser to participate in any proceeding relating to such claim; provided, however, that the Purchaser shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expense. Without limitation of the foregoing provisions of this Section 6, the Purchaser shall control the Excise Tax portion of any proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such Excise Tax claim and may, at its sole option, either direct the Employee to pay the tax claimed and sue for a refund or contest the Excise Tax claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Purchaser shall determine. If the Purchaser directs the Employee to pay such Excise Tax claim and sue for a refund, the Purchaser shall advance the amount of such payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax or income tax (including interest and penalties) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, however, that any Purchaser-directed extension of the statute of limitations relating to payment of taxes for the Employee’s taxable year with respect to which such contested Excise Tax amount is claimed to be due shall be effective only if it can be and is limited to the contested Excise Tax liability.

c. Refunds. If, after the Employee’s receipt of an amount advanced by the Purchaser pursuant to this Section 6 for payment of Excise Taxes, the Employee files an Excise Tax refund claim and receives any refund with respect to such claim, the Employee shall (subject to the Purchaser’s complying with the requirements of this Section 6) except as provided below, promptly pay to the Purchaser the amount of any such refund of Excise Tax (together with any interest paid or credited thereon, but after any and all taxes applicable thereto), plus the amount (after any and all taxes applicable-thereto) of the refund (if any is applied for and received) of any income tax paid by the Employee with respect to and as a result of his prior receipt of any previously paid Gross-Up Payment indemnifying the Employee with respect to any such Excise Tax later so refunded. In the event Employee files for a refund of the Excise Tax and such request would, if successful, require the Employee to refund any amount to the Purchaser pursuant to this provision, then the Employee shall be required to seek a refund of the Income Tax portion of any corresponding Gross-Up Payment so long as such refund request would not have a material adverse effect on the Employee (which determination shall be made by independent tax counsel selected by the Employee after good faith consultation with the Purchaser and subject to approval of the Purchaser, which approval shall not be unreasonably withheld). If, after the Employee’s receipt of an amount advanced by the Purchaser pursuant to

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this Section 6, a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Purchaser does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

7. Uniqueness of Employees Services. The services to be provided by the Employee pursuant to the provisions of the Agreement are of a special, unique, unusual, extraordinary, and intellectual character that gives those services a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in addition to any other rights or remedies that the Companies may possess, to the extent permitted by applicable law, the Companies shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the Employee.

8. Indemnification. The Companies shall indemnify and hold the Employee harmless from any and all liability or loss, damage, or injury to persons or property resulting from the negligence or misconduct of the Companies, or either of them.

9. Trade Secrets.

a. The parties acknowledge and agree that during the Term of Employment and in the course of the discharge of his duties hereunder, the Employee shall have access to and become acquainted with financial, personnel, sales, scientific, technical and other information regarding formulas, patterns, compilations, programs, devices, methods, techniques, operations, plans and processes that are owned by the Companies, actually or potentially used in the operation of the Companies’ businesses, or obtained from third parties under an agreement of confidentiality, and that such information constitutes the “Companies’ trade secrets.” The term “Companies’ trade secrets” shall not include (i) the knowledge and information acquired by the Employee before the Term of Employment, (ii) any information that has become generally available to the public other than as a result of disclosure by the Employee, nor (iii) any information made available to the Employee on a non-confidential basis from any person other than the Companies, unless such source was bound by a confidentiality agreement with the Companies.

b. During the Term of Employment and for two years thereafter, the Employee shall not misuse, misappropriate, or intentionally disclose in writing, orally or by electronic means, any Companies’ trade secrets to any other person, except as may be required in the course of his employment or otherwise required by law, court order, subpoena, stock exchange or association, governmental agency, or regulatory body.

c. The Employee shall not engage in sale or unauthorized use or disclosure in writing, orally or by electronic means, of any of Companies’ trade secrets obtained by the Employee during the course of his employment under this Agreement, including information concerning the Companies’ actual or potential work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof,.

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d. All files, records, documents, drawings, specifications, equipment, software, and similar items whether maintained in hard copy or on line relating to the Companies’ businesses prepared by the Employee during the Term of Employment and within the scope of his employment are and shall remain exclusively the property of the Companies.

10. General Provisions.

a. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral between the parties with respect to the subject matter hereof.

b. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given on (i) the date of delivery, if delivered personally or by commercial delivery service, or (ii) on the date of confirmation of receipt (or the next Business Day, if the date of confirmation of receipt is not a Business Day), if sent via facsimile (with confirmation of receipt), to the parties hereto at the following address (or at such other address for a party as shall be specified by like notice):

If to the Purchaser:	ImaRx Therapeutics, Inc. c/o Stoel Rives LLP 201 S. Main Street Suite 1100 Salt Lake City, Utah 84111-4904 Facsimile Machine: 801.578.6999 kjontiveros@stoel.com
If to the Surviving Corporation:	Sycamore Films, Inc. c/o Stepp Law Corporation 15707 Rockfield Boulevard Suite 101 Irvine, California 92618 Facsimile Machine: 949.660.9010 tes@stepplawgroup.com
With a copy to:	edwardsylvan@gmail.com terry.sylvan@gmail.com
If to the Employee:	Mitchell Silbergerg & Knopp LLP 11377 West Olympic Boulevard Los Angeles, California 90064 dkb@msk.com aek@msk.com
With a copy to:	jtakats@sweetspotent.com

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c. Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the Laws of the State of California, as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction).

d. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

e. Successors. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and his, her or its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

f. Counterparts. This Agreement may be executed by facsimile in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

g. No waiver. No waiver, by conduct or otherwise, by any party of any term, provision, or condition of this Agreement, shall be deemed or construed as a further or continuing waiver of any such term, provision, or condition nor as a waiver of a similar or dissimilar condition or provision at the same time or at any prior or subsequent time.

h. Amendment. This Agreement may be amended, supplemented or modified only by an instrument in writing signed on behalf of the parties hereto.

i. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

[signature page to follow]

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed on its behalf
as of the day and year first above written.

“EMPLOYEE”
	Joseph Takats
“PURCHASER”
IMARX THERAPEUTICS, INC.
By:
	Name:
	Title:
“SURVIVING CORPORATION” SYCAMORE FILMS, INC.
By:
	Name:
	Title:

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EX-10.14

Exhibit 10.14

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May  _____, 2010, is by and among ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser” or the “Issuer”); and JRT Productions, Inc., a California corporation, and Red Cat Productions, Inc., a California corporation (the “Sellers”), in connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”; the terms defined therein being used herein as therein defined) by and among Sycamore Films, Inc., a Nevada corporation (“Subsidiary”); Sweet Spot Productions, Inc., a California corporation (“Target”); JRT Productions, Inc., a California corporation, Red Cat Productions, Inc., a California corporation (“Red Cat”), Joseph Takats, and Donald J. Scotti, and ImaRx Therapeutics, Inc., a Delaware corporation and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”), by and among Subsidiary; Purchaser, the Target; and those persons specified on the Sellers Schedule attached to the Stock Exchange Agreement.

RECITALS

WHEREAS, the Issuer and the Sellers have entered into the Merger Agreement and the Stock Exchange Agreement, pursuant to which Sellers shall be issued by the Issuer certain shares of Issuer’s common stock, par value $0.0001, (the “Purchaser Shares”); and

WHEREAS, as an inducement to the Sellers to enter into the Merger Agreement and the Stock Exchange Agreement the Issuer has agreed to provide the registration rights set forth in this Agreement;

AGREEMENT

NOW THEREFORE, in consideration of the promises and the mutual agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. In addition to definitions set forth in the Merger Agreement, for purposes of this Agreement:

1.1. The term “Piggyback Registration Rights” means the rights of Sellers to include any and all of Sellers’ Registrable Securities in any Registration Transaction as provided by Section 2.1 hereof.

1.2. The term “register,” “registered,” and “registration” refer to a registration effected by preparing and filing with the SEC a registration statement or similar document in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the declaration or ordering of effectiveness of such registration statement or document by the SEC.

1.3. The term “Registrable Securities” means (i) any and all shares of Purchaser Stock issued by the Issuer to Sellers pursuant to the Merger Agreement and the Stock Exchange Agreement; and (ii) any stock of the Issuer issued to Sellers as a dividend or other distribution with respect to, or in exchange for or in replacement of the shares referenced in clause (i) above.

1.4. The term “Registration Transaction” shall have the meaning assigned to it in Section 2.1(a) hereof.

1.5. The term “Request for Registration” shall have the meaning assigned to it in Section 2.1(b) hereof.

1.6. The term “SEC” means the Securities and Exchange Commission.

1.7. The term “Separate Registration Rights” means the rights of Sellers to have the Issuer register any and all of Sellers’ Registrable Securities as provided by Section 2.2 hereof.

1.8. The term “Violation” means losses, claims, damages, or liabilities (joint or several) to which a party hereto may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by any other party hereto, of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law.

2. Registration Rights. As of the Closing Date and until such time as Sellers sell, transfer or assign all Registrable Securities, Sellers shall be granted such Piggyback Registration Rights and Separate Registration Rights as defined below:

2.1. Piggyback Registration Rights.

(a) Effect. If during the first 365 days following the Closing Date the Issuer proposes to register any of its stock pursuant to Section 5 of the Securities Act (including any stock of the Issuer owned by any other shareholder of the Issuer) or other securities under the Securities Act in connection with the public offering of such securities (the “Registration Transaction”), then each Seller shall have a one-time Piggyback Registration Right to have the Issuer include all or any of Sellers’ Registrable Securities in such registration so commenced.

(b) Notice of Registration Transaction. As soon as practicable, but in no event later than twenty (20) Business Days prior to the commencement of a Registration Transaction, the Issuer shall give to the Sellers a prompt written notice informing the Sellers of the proposed Registration Transaction so as to enable the Sellers to exercise their Piggyback Registration Rights (the “Notice of Registration Transaction”). The Notice of Registration Transaction shall state the deadline to respond to thereto and whether the proposed Registration Transaction involves an underwriting. The Sellers shall have 20 Business Days to submit to the Issuer a written request for registration, which request shall set forth (1) the number of Sellers’ Registrable Securities to be included in the Registration Transaction and (2) such other information as the Issuer may reasonably request (the “Request for Registration”).

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(c) Failure of Notice of Registration Transaction or of the Registration Transaction. If the Issuer fails to give such timely Notice of Registration Transaction, or if for any other reason Sellers’ Registrable Securities are not registered as a result of the Registration Transaction, Sellers’ Separate Registration Rights shall vest and become exercisable immediately upon (i) commencement of the Registration Transaction without proper Notice thereof as set forth in Subsection 2.1(a), or (ii) notification by the SEC that Registrable Securities failed to be registered pursuant to the Registration Transaction and such failure has not been, or is impossible to be, cured within sixty (60) days.

(d) Underwritten Offerings. In the event the Registration Transaction is for an underwritten offering, the right of any Seller to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Seller’s participation in such underwriting and the inclusion of such Seller’s Registrable Securities in the underwriting to the extent provided herein. Notwithstanding any other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Issuer; second, to the Sellers on a pro rata basis based on the total number of Registrable Securities held by the Sellers; and third, to any stockholder of the Issuer (other than a Seller) on a pro rata basis based on the total number of shares of common stock owned by those stockholders who are not Sellers desiring to participate in the offering. If any Seller disapproves of such underwriting, such Seller may elect to withdraw therefrom by written notice to the Issuer and the underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from that registration. In any event, Sellers shall maintain their Registration Rights under this Agreement with respect to Registrable Securities not included in such underwritten offering.

2.2. Separate Registration Rights.

(a) Effect. If the Issuer does not commence a Registration Transaction during the first 365 days following the Closing Date, or in case of failure of Notice of Registration Transaction or of the Registration Transaction as provided in Subsection 2.1(b) above, each Seller shall have a one-time Separate Registration Right to have the Issuer register Sellers’ Registrable Securities upon Seller’s request at any time thereafter.

(b) Invocation of Separate Registration Rights. If the Issuer receives at any time after Seller’s Separate Registration Rights vest pursuant to this Section 2.2(a) and prior to the termination of this Agreement a written Request for Registration from Sellers that the Issuer file a registration statement under the Securities Act with respect to Sellers’ Registrable Securities, then the Issuer shall:

(i) as soon as practicable, and in any event within sixty (60) days of the receipt of such request, file a registration statement under the Securities Act covering all Registrable Securities which a Seller requests to be registered pursuant to such written request;

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(ii) use its best efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in no event later than ninety (90) days after such request; and

(iii) otherwise comply with the obligations of the Issuer under Subsection 2.3 hereof.

(c) Deferral. Notwithstanding the foregoing, if, at the time a Seller makes a Request for Registration pursuant to this Section 2.2, the Board of Directors of the Issuer (i) resolves that, in the good faith judgment of the Board, it would be materially detrimental to the Issuer and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, and (ii) furnishes to such requesting Seller a certificate signed by the chief executive officer of the Issuer to this effect, the Issuer shall then have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Sellers; provided, however, that the Issuer may not utilize this deferral right more than once in any twelve (12)-month period.

2.3. Obligations of the Issuer. Whenever required pursuant to Subsection 2.1 or Subsection 2.2 to effect the registration of any Registrable Securities, the Issuer shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such 120-day period shall be extended for a period of time equal to the period any Seller refrains from selling any securities included in such registration at the request of an underwriter of Registrable Securities of the Issuer;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to the Sellers such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them;

(d) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such other United States jurisdictions as shall be reasonably requested by the Sellers;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

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(f) cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange and trading system or quotation service, as the case may be, on which similar securities issued by the Issuer are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h) use its best efforts to furnish, at the request of the Sellers requesting registration of Registrable Securities pursuant to this Section 2, on the date on which such Registrable Securities are sold to the underwriter:

(i) an opinion, dated such date, of the counsel representing the Issuer for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any; and

(ii) a “comfort” letter dated such date, from the independent certified public accountants of the Issuer, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any.

(i) notify the Sellers with respect to any Registrable Securities covered by a registration statement obtained pursuant to exercise by the Sellers of the Registration Rights:

(i) when such registration statement, or any post-effective amendment thereto, shall have become effective or a supplement to any prospectus forming a part of such registration statement has been filed;

(ii) of the receipt of any comments from the SEC;

(iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of such registration statement or the initiation of proceedings for that purpose; and

(iv) at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for one hundred eighty (180) days or such lesser period until all such Registrable Securities are sold.

2.4 Obligations of the Sellers. Each Seller shall be subject to the following conditions:

(a) Such Seller shall be required to furnish in writing to the Issuer all information within such Seller’s possession or knowledge required by the applicable rules and regulations of

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the SEC and by any applicable state securities or Blue Sky laws concerning such Seller (including a shareholder questionnaire) and the proposed method of sale or other disposition of the Registrable Securities of such Seller and the identity of and compensation to be paid to any proposed underwriter(s) to be employed in connection therewith;

(b) If such Seller desires to sell and distribute such Seller’s Registrable Securities over a period of time, or from time to time, at then prevailing market prices, pursuant to such registration statement, then such Seller shall execute and deliver to the Issuer such written undertakings as the Issuer and its counsel may reasonably require in order to assure full compliance with relevant provisions of the Securities Act and the Exchange Act;

(c) If during the effectiveness of such registration statement, an intervening event should occur which, in the reasonable opinion of the Issuer’s counsel, makes the prospectus included in such registration statement no longer comply with the Securities Act, after notice containing the facts and legal conclusions relied upon from the Issuer to such Seller of the occurrence of such an event, such Seller shall make no further sales or other dispositions, or offers therefor, of such Registrable Securities under such registration statement until such Seller receives from the Issuer copies of a new, amended or supplemented prospectus complying with the Securities Act as soon as practicable after such notice. The Issuer shall keep such Seller fully informed as to the status of the Issuer’s efforts, which shall be prompt and diligent to cause such new, amended or supplemented prospectus to be available for use by such Seller;

(d) To the extent required by the applicable rules and regulations of the SEC and by any applicable state securities or Blue Sky laws, each Seller shall deliver a prospectus to the purchaser of such Registrable Securities; and

(e) Such Seller promptly notify the Issuer in the event that any information supplied by such Seller for inclusion in such registration statement or related prospectus is untrue or omits to state a material fact required to be stated therein or necessary to make such information not misleading in light of the circumstances then existing; immediately discontinue any sale or other disposition of such Registrable Securities pursuant to such registration statement until the filing of an amendment or supplement to such prospectus as may be necessary so that such prospectus does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and use reasonable best efforts to assist the Issuer as may be appropriate to make such amendment or supplement effective for such purpose.

2.5. Expenses of Registration. The Issuer shall pay all expenses in connection with any registration obligation provided herein, including, without limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with securities or blue sky laws, and the fees and disbursements of counsel for the Issuer and of its independent accountants; provided that, in any underwritten registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes.

2.6. Counting of Exercise of Registration Rights. Notwithstanding any other provision of this Agreement, Sellers’ one-time Registration Rights under this Agreement shall

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not be deemed to have been exercised until such time as the registration statement filed pursuant to a Registration Transaction that includes Seller’s Registrable Securities has been declared effective by the SEC.

2.7. Assignment of Registration Rights. The Registration Rights under this Agreement may be assigned by Sellers to a transferee or assignee (“Person”) of any of Seller’s Registrable Securities, provided that:

(a) such Person is an Affiliate of the Seller;

(b) the Issuer is, within a reasonable time after such transfer, furnished with written notice of the name and address of such Person and Registrable Securities with respect to which such Registration Rights are being assigned; and

(c) such Person agrees in writing to be bound by and subject to the terms and conditions of this Agreement.

2.8. Termination. Rights granted pursuant to this Agreement shall terminate with respect to such Seller at such time as a Seller may each separately sell any Registrable Securities held by each such Seller freely, without registration and without restrictions regarding the quantity or manner of sale by each such Seller.

2.9. Indemnification. In the event any Registrable Securities are included in a registration statement pursuant to this Section 2:

(a) To the extent permitted by law, the Issuer will indemnify and hold harmless the Sellers, the partners, members, officers, directors and shareholders of the Sellers, legal counsel and accountants for the Seller, any underwriter (as defined in the Securities Act) for the Sellers and each person, if any, who controls the Sellers or underwriter within the meaning of the Securities Act or the Exchange Act, against any Violation by the Issuer, and the Issuer will pay to the Sellers, underwriter, controlling person or other aforementioned person, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action as such expenses are incurred.

(b) To the extent permitted by law, the Sellers will severally and not jointly indemnify and hold harmless the Issuer, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Issuer within the meaning of the Securities Act, legal counsel and accountants for the Issuer, any underwriter, and any controlling person of any such underwriter, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation by the Sellers, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by any Seller expressly for use in connection with such registration statement; and each Seller will pay, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Subsection in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however,

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(i) that the indemnity agreement contained in this Subsection shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Sellers, which consent shall not be unreasonably withheld; and

(ii) that, in no event shall any indemnity under this Subsection exceed the net proceeds received by the Sellers from the offer and sale by them of their Registrable Securities.

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties to such action; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8.

(d) The obligations of the Issuer and Sellers under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 2, and otherwise and shall survive the termination of this Agreement.

3. Miscellaneous.

3.1. Transfers, Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws principles of that or any other jurisdiction.

3.3. Consent to Jurisdiction, Service and Venue. For the purpose of any suit, action or proceeding arising out of or relating to this Agreement, the Issuer and the Sellers irrevocably

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consent and submit to the jurisdiction and venue of any state or federal court of competent jurisdiction sitting within the State of California. The Issuer and the Sellers irrevocably waive any objection which they may now or hereafter have to the venue of any such suit, action or proceeding brought in such court and any claim that such suit, action or proceeding brought in such court has been brought in an inconvenient forum and agree that the service of process in accordance with this Section will be deemed in every respect effective and valid personal service of process upon each the Issuer and the Sellers. Nothing in this Agreement will be construed to prohibit service of process by any other method permitted by law. The provisions of this Section will not limit or otherwise affect the right of any party to institute and conduct an action in any other appropriate manner, jurisdiction or court. The Issuer and the Sellers agree that final judgment in such suit, action or proceeding will be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law.

3.4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.5. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.6. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.

3.7. Amendments and Waivers.

(a) Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Issuer and both Sellers.

(b) Any amendment, termination or waiver effected in accordance with this Section shall be binding on all parties hereto. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

3.8. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

3.9. Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates pursuant to Subsection 2.6 shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

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3.10. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

3.11. Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

“Seller”
JRT PRODUCTIONS, INC.
By:
	Name: Joe Takats
	Title: President
“Seller”
RED CAT PRODUCTIONS, INC.
By:
	Name: Donald Scotti
	Title: President
“Issuer”
IMARX THERAPEUTICS, INC.
By:
	Name:
	Title:

11

EX-10.15

Exhibit 10.15

Execution Version

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (the “Agreement”), dated as of May _____, 2010 is made and entered into by and among the following shareholders of ImaRx Therapeutics, Inc., a Delaware corporation (the “Purchaser”): Edward Sylvan, Terry Sylvan and Michael Doban (collectively, the “Sycamore Majority Shareholders”), JRT Productions, Inc., a California corporation (“JRT”), and Red Cat Productions, Inc., a California corporation (“Red Cat,” and together with JRT, the “Target Shareholders,” and together with Sycamore Shareholders, collectively the “Shareholders” and each individually, a “Shareholder”). The Shareholders enter into this Agreement connection with (1) that certain Agreement and Plan of Merger, dated as of March 17, 2010, (the “Merger Agreement”), and (2) that certain that certain Agreement for the Purchase and Sale of Stock, dated as of March 17, 2010 (the “Stock Exchange Agreement”). Unless otherwise indicated, capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

RECITALS:

WHEREAS, prior to the consummation of the transaction contemplated by the Merger Agreement and the Stock Exchange Agreement (the “Transaction”), the Purchaser had issued and outstanding 11,665,733 shares of common stock issued and outstanding, (ii) certain warrants to purchase 834,126 shares of the Company’s $.0001 par value common stock; and (iii) certain options to purchase 421,935 shares of the Company’s $.0001 par value common stock, which shares, warrants and options were held by certain holders (the “ImaRx Shareholders”);

WHEREAS, prior to the Transaction, the Sycamore Majority Shareholders and other Sellers (as defined in the Stock Exchange Agreement, and collectively with the Sycamore Majority Shareholders, the “Sycamore Shareholders”) were the owners of 100% of issued and outstanding shares of $.001 par value common stock of Sycamore Films, Inc., a Nevada corporation (the “Subsidiary”);

WHEREAS, pursuant to the Merger Agreement and the Stock Exchange Agreement, the Purchaser shall have issued an additional 79,376,735 shares of the Purchaser’s $0.0001 par value common stock to the Target Shareholders and the Sycamore Shareholders, thereby 91,042,468 shares of the Purchaser’s $.0001 par value common stock shall be issued and outstanding;

WHEREAS, upon the Closing of the Transaction, the Purchaser’s capital structure, on a fully diluted basis, shall be as reflected in the schedule below (“Purchaser Shareholders Schedule”):

	Percentage			Number of Shares of
Shareholder(s)	Ownership			Common Stock
JRT		2.5	%		2,307,463
Red Cat		2.5	%		2,307,463
Sycamore Shareholders:		81	% =		74,761,808

	Percentage			Number of Shares of
Shareholder(s)	Ownership			Common Stock
Edward Sylvan		52.46	%		48,419,808
Terry Sylvan		16.00	%		14,767,764
Michael Doban		1.00	%		922,985
other shareholders		11.54	%		10,651,250
ImaRx Shareholders (on fully diluted basis)		14	%		11,665,733, plus warrants for 834,126, plus options for 421,935 = 12,921,794
Total (on fully diluted basis)		100	%		92,298,528

WHEREAS, JRT and Red Cat each own 50% of the issued and outstanding shares of no par value common stock of the Target;

WHEREAS, pursuant to the Merger Agreement, the Target shall merge with and into the Subsidiary;

WHEREAS, pursuant to the Stock Exchange Agreement, the Subsidiary shall become a wholly owned subsidiary of the Purchaser;

WHEREAS, Joseph Takats (“Takats”) is the owner of 100% of the issued and outstanding shares of no par value common stock of JRT;

WHEREAS, Donald Scotti (“Scotti”) is the owner of 100% of the issued and outstanding shares of no par value common stock of Red Cat; and

WHEREAS, the execution and delivery of this Agreement by the Shareholders is a condition precedent to the Closing of the Transaction;

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties set forth herein and the mutual benefits to be derived herefrom, the parties hereto agree as follows:

AGREEMENT

1. Voting.

a. The Purchaser’s Board of Directors. The Purchaser’s Board of Directors (the “Purchaser’s Board”) shall consist of not more than seven (7) directors, of which two (2) directors shall be Scotti and Takats. For the duration of this Agreement, and so long as Red Cat and JRT each own at least 250,000 shares of the Purchaser’s common stock prior to the Reverse Stock Split (or at least 125,000 such shares after the Reverse Stock Split), all Shareholders agree to take all actions as are reasonably necessary to cause Scotti and Takats to remain directors on the Purchaser’s Board, including, but not limited to, nominating Scotti and Takats as directors in connection with each annual meeting of the shareholders of the Purchaser. So long as Scotti and Takats remain directors on the Purchaser’s Board, the Shareholders shall vote all their shares of the Purchaser’s common stock against any resolution or amendment of the Purchaser’s Certificate of Incorporation or Bylaws, or any other transaction that would cause the membership

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of the Purchaser’s Board to exceed seven (7) directors, unless Scotti and Takats affirmatively approve a different vote as to any such action.

b. The Subsidiary’s Board of Directors. The Subsidiary’s Board of Directors (the “Subsidiary’s Board”) shall consist of the Sycamore Majority Shareholders, Scotti, and Takats. The directors shall serve until their successors are appointed or elected and duly qualified. For the duration of this Agreement, the Shareholders, in their capacity as directors of the Purchaser’s Board, shall annually vote to appoint Scotti and Takats as directors of the Subsidiary’s Board.

2. Shares Ownership. Each Shareholder hereby represents, warrants and guarantees that the Purchaser Shareholders Schedule in the recitals hereof truly and accurately represents such Shareholder’s stock ownership as of the date of Closing of the Transaction.

3. Injunctive Relief. The Shareholders agree to comply fully with, and be bound by, the terms and provisions of this Agreement, which has been carefully considered and specifically agreed as being reasonable and necessary. Therefore, if any Shareholder shall at any time breach, violate or fail to comply fully with the terms of this Agreement, other Shareholders shall be entitled to equitable relief against the breaching Shareholder by way of injunction (in addition to, but not in substitution for, any and all other relief to which such non-breaching Shareholders may be entitled either by law or in equity) to restrain such breach or violation and to compel compliance with the terms of this Agreement. The Shareholders hereby waive any necessity or desirability of posting any bond or other security in any proceeding brought to enforce the terms of this Agreement.

4. Termination. This Agreement shall terminate upon the earliest of (i) the mutual written agreement to terminate executed by the Shareholders, or (ii) death or incapacity of Scotti or Takats, as declared by a court of competent jurisdiction, provided that in case of death or incapacity of one of them, the Agreement shall remain in full force and effect with respect to the other.

5. Miscellaneous.

a. Governing Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the Laws of the State of California, as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice of law rules that would require the application of the Laws of any other jurisdiction).

b. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

c. No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and his, her or its successors and permitted assigns and nothing in this Agreement express or implied is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

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d. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

e. Counterparts. This Agreement may be executed by facsimile in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

f. Amendment. This Agreement may be amended, supplemented or modified only by an instrument in writing signed on behalf of the parties hereto.

g. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to use their commercially reasonable efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

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IN WITNESS WHEREOF, each of the parties has caused this Shareholders Agreement to be duly executed on its behalf as of the day and year first above written.

JRT PRODUCTIONS, INC.
By:
	Name: Joseph Takats
	Title: President
RED CAT PRODUCTIONS, INC.
By:
	Name: Donald Scotti
	Title: President
“SYCAMORE MAJORITY SHAREHOLDERS”
By:
	Edward Sylvan
By:
	Terry Sylvan
By:
	Michael Doban

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EX-10.16

Exhibit 10.16

SUBLEASE AGREEMENT

This Sublease (“Sublease”) dated for reference purposes only on January 1, 2010, by and between SONICPOOL, INC. a California corporation (“Landlord”), and SYCAMORE ENTERTAINMENT GROUP, INC a Nevada Corporation (“Tenant”), who agree as follows:

1. FUNDAMENTAL SUBLEASE PROVISIONS.

(a) Premises: 6860 Lexington Avenue, Suite 120, 125, 165 and 166, Los Angeles, California 90038, consisting of a Rentable Area consisting of approximately 1229 rentable square feet.

(b) Sublease Term: Twelve (12) months, beginning on January 1, 2010 (the “Commencement Date”), and ending on December 31, 2010. Tenant at its option may extend the term for two (2) year ending on December 31, 2012, with 60 days notice before the end of the first term.

(c) Base Rent: $2458.00/month from 1.1.10 thru 12.31.10

 $2832.00/month from 1.1.11 thru 12.31.11
 $2974.00/month from 1.1.12 thru 12.31.12

(d) A 10% late fee as provided in Section 20(c) below.

(e) Tenant’s Proportionate Share of total Rentable Area in the Building: 3.2%.

(f) Additional Rent: Subject to the terms and conditions herein contained, this Sublease is net, net, net. Tenant is responsible for electrical as determined by its use and other charges as hereafter set forth.

(g) Security Deposit: $2458.00.

(h) Tenant may only use premises for the purposes of: Television and Film Production, general administration. Tenant may not provide rental services of Finishing services or any services that compete with Sonic Pool Inc. the Landlord (“Permitted Use”).

(i) Address for Notices and Payments of Rent:

Any Notices to Landlord shall be sent to: Sonicpool, Inc., 6860 Lexington Avenue, Suite A, Los Angeles, California 90038, Attn: John Frost. Any payments due to Landlord under the Sublease shall be sent to: Sonicpool, Inc., 6860 Lexington Avenue, Suite 250 Los Angeles, California 90038.

Any Notices to Tenant shall be sent to:                                                            , ATT:                                                            , with a copy to Senior Vice President, Business Affairs.

(j) Intentionally deleted.

(k) Number of Parking Spaces Allocated: 8. There is a $840 monthly charge for the Parking Spaces rented on a month to month basis by Tenant, which shall be located as shown on Exhibit A attached hereto.

(l) Master Lease: This Sublease is subject to a certain Master Lease, dated January 19, 2001, in which the interest of “tenant” therein was assigned to Landlord, as of January 1, 2006.

2. PREMISES.

(a) Sublease of Premises. In consideration of Tenant’s agreement to pay the rent, and the covenants and conditions herein contained, Landlord hereby Subleases to Tenant and Tenant hereby Subleases from Landlord, upon the terms and conditions set forth herein, that certain space identified in Section 1(a), (herein referred to as the “Premises”) in the building (herein referred to as the “Building”) the address of which is 6860 Lexington Avenue, Los Angeles, California 90038. The Building, the common areas (including parking areas) appurtenant to the Building and the land upon which the Building and such common areas are located are hereinafter, collectively, referred to as the “Project.”

3. TERM.

(a) In General, Commencement and Expiration. The term of this Sublease shall be that period set forth in Section 1(b) hereof. The date upon which the Sublease commences shall be referred to as “the Commencement Date”. Promptly following the tendering of possession of the Premises to Tenant by Landlord, Tenant shall sign and return to Landlord a Sublease Confirmation which will be countersigned and sent by Landlord to Tenant and incorporated herein by this reference. The Sublease term shall expire as set forth in Section 1(b) hereof (the “Expiration Date”). Notwithstanding the foregoing, Tenant shall have one (1) successive options to extend the Sublease Term (the “Extension Options”) for an additional period of Twenty Four (24) months (the “First Extension Term”), provided that Tenant is not then in default of the terms of this Sublease after notice and any applicable cure periods. If Tenant exercises the Extension Options hereunder, all of the terms, covenants and conditions of this Sublease shall continue in full force and effect during the applicable Extension Term, except that the Base Rent payable by Tenant shall be as set forth in Section 1(c) above. To exercise each Extension Option, Tenant must deliver notice to Landlord not later than sixty (60) days prior to the commencement of the applicable Extension Term.

4. BASE RENT. Tenant covenants to pay to Landlord during the term hereof, at Landlord’s office at the address set forth in Section 1(h) hereof or to such other persons or at such other places as directed from time to time by written notice to Tenant from Landlord, a monthly rental (hereinafter referred to as the “Base Rent”) in the amount set forth in Section 1(c) of the Sublease (subject to applicable adjustments as set forth in this Sublease). Except as provided otherwise in this Lease, all Base Rent shall be due and payable without demand or offset or deduction, in advance on the first day of each calendar month. If the Commencement Date occurs on a day other than the first day of a calendar month, then the Base Rent for the fraction of the month starting with the Commencement Date shall be paid on such Commencement Date, prorated on the basis of a thirty (30) day month. The Base Rent for the first full month of the Sublease term shall be payable in advance upon Tenant’s execution of the Sublease.

5. ADDITIONAL RENT. In addition to the Base Rent payable by Tenant pursuant to Section 4, above, Tenant shall pay as additional rent (“Additional Rent”) “Tenant’s Proportionate Share” (defined in Section 5(a)(6) below) of annual “Operating Costs” and “Taxes” (as defined in Sections 5(a)(2) and (3), respectively) which are in excess of the amount of Operating Costs and Taxes applicable to the “Base Year” (defined in Section 5(a)(i) below). In no event shall any decrease in annual Operating Costs or Taxes for any year, below the Operating Costs and Taxes for the Base Year, entitle Tenant to any decrease in Base Rent or any credit against sums due under this Sublease.

(a) Definitions.

(1) The term “Base Year” shall mean the calendar year 2009.

(2) The term “Operating Costs” shall mean the sum of all reasonable and verifiable expenses paid or incurred by Landlord during any calendar year of the term hereof attributable to the operation, maintenance, insurance, management and repair of the Project, or any portion thereof, including both interior, exterior and landscape areas, walks, and parking facilities.

By way of example, Operating Costs shall include, without limitation: all reasonable costs and expenses paid or incurred by Landlord during any calendar year of the term hereof for electricity serving the Project, water, gas, trash, alarm, sewer, and similar utility services in connection with the operation of the Project, and for utility taxes, charges or other similar impositions paid or incurred by Landlord in connection therewith; costs of operation, maintenance and repair of the heating, ventilation and air conditioning systems (“HVAC”), electrical and plumbing services and facilities; the cost of periodic maintenance, repair and restoration of Building surfaces, including paint, floor and wall coverings, and other surface materials on the exterior of the Building and in both interior and exterior common areas (including the sidewalks and atriums, if any); the cost of repaving and restriping of the parking facilities, if necessary.

Notwithstanding the foregoing, Landlord shall not be entitled to pass through to Tenant as Operating Costs or otherwise any of the following: (i) the cost of any improvements, alterations, repairs or any other work of a capital nature; (ii) costs incurred in connection with upgrading the Premises, Building and/or Project to comply with Legal Requirements (as defined below), including, but not limited to, handicap, life, fire, seismic and safety codes, in effect prior to the Commencement Date; (iii) any cost incurred in connection with the investigation, reporting, remediation or abatement of any Hazardous Material (as defined below) located (or alleged to be located) in, on, under or about the Project and any cost incurred in connection with any governmental investigation, order, proceeding or report with respect thereto; and (iv) any expenses which, in accordance with generally accepted accounting principles and practices, would not normally be treated as operating expenses by landlords of comparable projects.

(3) The term “Taxes” shall mean all real property taxes and personal property taxes, charges and assessments which are levied, assessed upon or imposed by any governmental authority or political subdivision thereof during any calendar year of the term hereof with respect to the Project and any improvements, fixtures, and equipment and all other personal property of Landlord used solely in connection with the operation of the Project (computed as if paid in permitted installments regardless of whether actually so paid) and any tax which shall be levied or assessed in addition to or in lieu of such real or personal property taxes, and any license fees, tax measured by or imposed upon rents, or other tax or charge upon Landlord’s business of leasing the Premises, or other parts of the Building, but shall not include any federal or state income tax, or any franchise, capital stock, estate or inheritance taxes or any other taxes imposed on Landlord and attributable to Landlord’s revenue derived from the Project.

(4) The term “Estimated Operating Costs” shall mean the annual estimates of Tenant’s Proportionate Share of Operating Costs for each calendar year, to be given by Landlord to Tenant pursuant to a reasonably detailed statement pursuant to the terms hereof.

(5) The term “Estimated Taxes” shall mean the annual estimates of Tenant’s Proportionate Share of Landlord’s Taxes for each calendar year, to be given by Landlord to Tenant pursuant to a reasonably detailed statement pursuant to the term hereof.

(6) The term “Tenant’s Proportionate Share” shall mean the proportion of the Rentable Area of the Premises to the rentable area of the Building, which for this Sublease is agreed by Landlord and Tenant to be the percentage set forth in Section 1(d) hereof. In the event the demised area of the Premises by reason of amendments or modification shall change from the square footage of Rentable Area expressed herein, or the rentable area of the Building shall change for any reason, Tenant’s Proportionate Share shall be adjusted accordingly.

(b) Payment of Operating Costs and Taxes. Tenant shall pay to Landlord, as additional rent, Tenant’s Proportionate Share of Operating Costs and Taxes as required pursuant to this Article 5, in accordance with the following:

(1) The determination of Estimated Operating Costs and Estimated Taxes hereunder shall be made by Landlord. Landlord’s estimates shall be based upon Landlord’s experience with the actual costs and reasonable projections. For each calendar year (or portion thereof) during the term hereof starting with the year prior to this Lease, Landlord shall furnish to Tenant, as soon as practicable following the commencement of such year, a written statement showing in reasonable detail Tenant’s Proportionate Share of the Estimated Operating Costs and the Estimated Taxes for that calendar year (or portion thereof), which amount shall be calculated by comparing the Estimated Operating Costs and Estimated Taxes to the amount of Operating Costs and Taxes for the Base Year and determining the excess of the current Estimated Operating Costs and Estimated Taxes, if any, over the Operating Costs and Taxes for the Base Year. For the avoidance of doubt, the Tenant’s Proportionate Share of the Estimated Operating Costs and the Estimated Taxes shall be prorated for any partial calendar year during the Term. The failure of Landlord to timely furnish any such estimate statement for any calendar year (or portion thereof) shall not preclude Landlord from enforcing its rights to collect any Estimated Operating Costs or Estimated Taxes under this Article 5, nor shall Landlord be prohibited from revising any estimate or Tenant’s Proportionate Share based thereon, to the extent necessary.

(2) Notwithstanding any provision of this Sublease to the contrary, (a) Landlord shall deliver to Tenant a statement of amounts payable by Tenant for the calendar year, and Tenant shall pay any excess amounts due within thirty (30) days following receipt of the statement; and (b) if the statement shows an amount owing by Tenant that is less than the payments for such year previously made by Tenant, Landlord shall pay such amounts to Tenant within thirty (30) days.

(3) If Tenant continues to occupy the Premises beyond the Initial Term, Tenant shall have the right to audit Landlord’s books and records relating to Operating Costs and Taxes for the Base Year and succeeding calendar years and Landlord shall fully cooperate in such regard.

(c) Energy Usage. The cost of electricity furnished to the Premises during regular “Building Hours” (i.e., from 9:00 a.m. through 6:00 p.m., Monday through Friday and 9:00 a.m. through 1:00 p.m., Saturday) shall be included as an element of Operating Costs.

(d) After Hours/Special Services.

(1) Tenant shall, within 30 days after demand by Landlord, reimburse Landlord directly at Landlord’s actual cost for usage of HVAC and electricity in the Premises during the “after hours” period (i.e., after 6:00 p.m. and before 9:00 a.m., Monday through Friday, after 1:00 p.m. and before 9:00 a.m. on Saturday, and all day on Sunday). Such amount is presently $50.00 per hour. Payment of after hours HVAC and electricity usage shall be separate from and in addition to the amounts paid as Operating Costs under this Section 5. For any after hours services requested on a weekday, Tenant shall give Landlord at least twenty-four hours’ notice. For any after hours services requested on a weekend, Tenant shall notify Landlord by 3:00 p.m. on the Friday preceding the weekend.

(2) In addition to the services and payments described in Section 14(a) below, Tenant shall upon demand pay for all other “additional building services” furnished to Tenant; i.e., services which are not uniformly furnished to all tenants of the Building. These additional building services provided shall be billed either at the actual cost to Landlord for such services (if ascertainable), or at a rate based upon Landlord’s reasonable estimate of the cost for such services.

6. SECURITY DEPOSIT. Tenant shall, upon execution of this Sublease, deposit with Landlord a security deposit as set forth in Section 1(g) hereof as security for the full and faithful performance of every provision of this Sublease to be performed by Tenant. If Tenant defaults with respect to any provision of this Sublease after notice and any applicable cure period, including but not limited to the provisions relating to the payment of rent, Landlord may use, apply, or retain all or any part of this security deposit to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of Tenant’s default. If any portion of said deposit is so used or applied, Tenant shall, within ten (10) business days after written demand therefor deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount, and Tenant’s failure to do so shall be a material breach of this Sublease. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all provisions of law, now or hereafter enforced, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage foreseeable or unforeseeable, caused by the act or omission of Tenant. Landlord shall not be required to keep this security deposit separate from its general funds and Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and faithfully perform every provision of this Sublease to be performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last transferee of Tenant’s interest hereunder) within thirty (30) days after both the expiration of the Sublease term and Tenant’s delivery of the Premises to Landlord, provided, however, that Landlord may use all or any portion of the deposit to repair any damages to the Premises for which Tenant is responsible hereunder or to clean the Premises after Landlord has received possession of the Premises (normal wear and tear excepted), and further provided that Landlord may retain the security deposit until such time as any amount due from Tenant in accordance with Section 5 hereof has been determined and paid in full. Tenant shall not assign or encumber its contingent rights in the security deposit, and neither shall Landlord nor its successors or assigns be bound by any purported assignment or encumbrance. In the event of the termination of any ground or underlying Sublease or foreclosure of any mortgage or trust deed now or hereafter affecting the Premises, Building or land upon which the same are located, Tenant shall only look to the new landlord for return of the security deposit if such deposit is actually transferred to said new landlord.

7. CONSTRUCTION AND ACCEPTANCE OF PREMISES. Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations and warranties”, except as otherwise set forth in this Sublease, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the suitability of same for Tenant’s purposes. Landlord hereby warrants and represents to Tenant that upon the Commencement Date, the Building and the Premises shall be (i) in good condition and repair, the roof and foundation will be water-tight and free of leaks, and all mechanical, electrical, plumbing, life-safety and other systems serving the Premises and Building shall be in good operating condition; (ii) in compliance with all applicable Legal Requirements; (iii) free of all Hazardous Material (as defined below) in violation of applicable Legal Requirements; provided, however, that if any of the foregoing is untrue, then as Tenant’s exclusive remedy therefor, Landlord shall promptly correct such deficiency at no cost to Tenant, and Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s business as a result of such work.

8. HOLDING OVER. Should Tenant hold over after the expiration or sooner termination of this Sublease with Landlord’s prior written consent, such possession by Tenant shall be deemed to be a month-to-month tenancy subject to each and all terms and conditions of this Sublease as applicable to a month-to-month tenancy, and such tenancy shall be terminable upon not less than thirty (30) days’ written notice given by either Landlord or Tenant at any time. During such holding over, Tenant shall pay in advance monthly Base Rent equal to the greater amount of: a) the product of the Rentable Area times the base rent per square foot of Rentable Area then being quoted generally by Landlord to prospective tenants, or b) 150% of the Base Rent established under the Sublease for the last month of the Term of the Sublease. In addition, Tenant shall pay any Additional Rent as set forth in Section 5 and any other charges payable under the Sublease during the period in which Tenant holds over. The foregoing provisions of this Section are in addition to and do not affect any rights of Landlord under the Sublease or as otherwise provided by law. Nothing contained herein shall constitute Landlord’s consent to any holding over by Tenant. The terms and conditions of Tenant’s holding over may be changed by Landlord upon not less than thirty (30) days’ written notice. If Tenant fails to surrender the Premises upon the expiration or sooner termination of this Sublease despite written demand to do so by Landlord, Tenant shall indemnify and hold Landlord harmless from all losses or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender, any loss of rent from prospective tenants, and any reasonable attorneys’ fees and legal costs incurred and paid by Landlord to enforce Landlord’s rights hereunder, whether or not a legal action is filed.

9. USE OF PREMISES.

(a) The Premises shall be used and occupied by Tenant for the purposes described in Section 1(g) hereof, and for no other purpose whatsoever.

(b) Tenant acknowledges that, except as herein expressly provided, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s profession or business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Sublease.

(c) Any use of the Premises in violation of Section 1(g) is expressly prohibited, and shall be deemed a breach of the Sublease.

(d) Tenant shall not cause or permit, any Hazardous Material to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees (other than as may be customarily used for general office and household cleaning purposes or as customarily related to the uses permitted in Section 1(g) of this Sublease, in every instance in accordance with all Legal Requirements) without the prior written consent of Landlord. If Tenant breaches the obligations stated in the preceding sentence, or, if the presence of Hazardous Material on the Premises caused or permitted by Tenant results in contamination of the Premises by Hazardous Material, then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or useable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Sublease term as a result of such contamination. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) defined as a “hazardous waste”, “extremely hazardous waste” or “restricted hazardous waste” under Sections 25115, 25116 or 25122.7, or listed pursuant to

Section 25140, of the California Control Law; (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) defined as hazardous material”, “hazardous substance”, or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (iv) defined as “hazardous substance” under Section 25291 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (v) petroleum; (vi) asbestos; (vii) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20; (viii) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. Section 1317); (ix) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq., pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sections 9601, et seq.; and (x) any biohazardous wastes, substances or materials as defined by the above regulations or any other applicable Legal Requirements.

Landlord shall defend, indemnify and hold Tenant and any members, partners or shareholders of Tenant, and any of its or their employees, agents, licensees, invitees, representatives and contractors (collectively, “Tenant Parties”) harmless from any and all demands, claims, actions, causes of action, proceedings, penalties, fines, damages, awards, judgments, assessments, losses, liabilities, obligations, costs, and expenses, including, without limitation, attorneys’ fees and costs, arising out of, resulting from, relating to, or in connection with claim, loss or damage incurred by Tenant or any Tenant Parties due to the presence of Hazardous Material on the Premises on or prior to the date possession of the Premises is delivered to Tenant or the presence of Hazardous Material after the date possession of the Premises is delivered to Tenant and not caused by Tenant or any Tenant Parties.

Each party’s indemnification obligation hereunder shall expressly survive the expiration or earlier termination of this Sublease.

(e) At Tenant’s sole cost, Tenant will promptly comply with: 1) all laws, statutes, ordinances, rules, regulations, orders, recorded covenants and restrictions, and requirements of all municipal, state and federal authorities now or later in force, including, but not limited to, all provisions of the Americans with Disabilities Act (42 U.S.C. Sections 12101, et seq.); 2) the requirements of any board of fire underwriters or other similar body now or in the future constituted; and 3) any direction or occupancy certificate issued by public officers (collectively “Legal Requirements”), insofar as the Legal Requirements relate to the use or occupancy of the Premises and are not the responsibility of Landlord hereunder. However, Tenant’s compliance will not be required for the following, which Landlord shall perform promptly at no cost to Tenant:

(1) structural changes (or other changes of a capital nature) to the Premises or Building or changes to the electrical, mechanical, plumbing, life safety or other systems of the Building (“Building Systems”), except to the extent necessitated by the affirmative acts, negligence or willful misconduct of any Tenant Party, or by improvements made by or for Tenant or Tenant’s use of the Premises for other than the Permitted Use;

(2) work necessitated by defects in the original construction of the Building or Landlord’s improvements thereto(but excluding work necessitated by defects in any Alterations performed by Tenant pursuant to Section 11 below); and

(3) work required to cause the Premises, Building or Project to comply with Legal Requirements in effect on the Commencement Date.

The judgment of any court of competent jurisdiction or Tenant’s admission in any action or proceeding against Tenant that Tenant has violated any Legal Requirement in the use or occupancy of the Premises will be conclusive of the facts as between Landlord and Tenant. In addition to the foregoing, Landlord will comply in a timely manner with all Legal Requirements that are not Tenant’s responsibility under this Section, to the extent that noncompliance would adversely affect Tenant’s use or occupancy of the Premises or impose liability on Tenant.

10. TAXES ON TENANT’S PROPERTY. Tenant shall be liable for and shall pay before delinquency any and all taxes, assessments, license fees and other similar charges levied against any personal property or trade fixtures placed by Tenant or at Tenant’s direction in or about the Premises. On demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence of these payments. If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed value of the Building is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant and if Landlord, after written notice to Tenant, pays such taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof, but only under proper protest if requested by Tenant, Tenant shall, within ten (10) days of written demand, reimburse Landlord for the taxes resulting from such increase in the assessment; provided that, in any such event, Tenant shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring suit against the County Tax Collector in any court of competent jurisdiction to recover the amount of any such taxes so paid under protest, and any amount so recovered shall belong to Tenant.

11. ALTERATIONS.

(a) Tenant shall not make or allow any alterations, additions or improvements in or to the Premises (“Alterations”) without Landlord’s prior written consent, and then only by contractors or mechanics reasonably approved in advance in writing by Landlord, provided Landlord may, in Landlord’s sole discretion, withhold its consent to any Alteration which in Landlord’s reasonable judgment would materially and adversely affect the structure or systems or equipment of the Building or is visible from the exterior of the Building. Notwithstanding the foregoing, Landlord hereby approves Tenant’s installation in the Premises of an “insert stage”, including a green screen and soundproofing (the “Permitted Alterations”), subject to a plan to be reasonably approved by Landlord. All such work shall be done by Tenant at such times and in such manner as Landlord may from time to time reasonably designate and, except for the Permitted Alterations, under Landlord’s reasonable supervision. In each instance where Tenant requires Landlord’s consent to an Alteration, Tenant shall furnish Landlord with plans showing the proposed Alteration to the Premises. Tenant covenants and agrees that all work done by or pursuant to the direction and instruction of Tenant shall be performed in full compliance with all Legal Requirements.

(b) All Alterations, fixed partitions and/or appurtenances which are fixtures or otherwise built into the Premises prior to or during the term hereof shall be and remain part of the Premises and shall not be removed by Tenant at the end of the term hereof, unless such removal is required by Landlord pursuant to written notice to Tenant given at least thirty (30) days before the expiration or sooner termination of the term of this Sublease, in which event Tenant shall remove the same and repair all damage caused by such removal at Tenant’s sole cost and expense. Such Alterations, fixed partitions and/or appurtenances shall include but not be limited to: All floor coverings, drapes, paneling, molding, doors, vaults (exclusive of vault doors), plumbing systems, electrical systems, lighting systems, silencing equipment, all fixtures and outlets for the systems mentioned above and for all radio, telecommunication, telegraph and television purposes, and any special flooring or ceiling installations. Notwithstanding the foregoing, in no event shall Tenant be required to remove the Permitted Alterations from the Premises at the expiration or earlier termination of this Sublease.

12. MAINTENANCE AND REPAIRS.

(a) Subject to Landlord’s obligations set forth in Section 12(b) and 14(a)(4) below, Tenant shall at Tenant’s sole cost and expense keep and maintain the Premises clean and in good condition and repair, damage thereto by ordinary and reasonable wear and tear, fire or other casualty, condemnation and repairs or other work for which Landlord is obligated hereunder excepted; and provided, however, that, Tenant shall have no obligation to make repairs or replacements to the Premises or Building, unless such repairs or replacements are necessitated by Tenant’s negligence or willful misconduct. All damage or injury to the Premises or the Building caused by the negligence or willful misconduct of Tenant, its employees, agents or visitors, shall be promptly repaired by Tenant at its sole cost and expense, to the reasonable satisfaction of Landlord. Landlord may make any repairs which are not promptly made by Tenant and charge Tenant for the reasonable cost thereof.

(b) Except to the extent Tenant’s obligation under Section 12(a) above, Landlord shall maintain in good condition and repair and in compliance with all applicable Legal Requirements, the common areas of the Project, the Building shell and core areas, and all systems and equipment serving the Building (including elements of such systems located in the Premises).

13. LIENS. Tenant shall keep the Premises, the Building, and the property upon which the Building is situated, free from any liens arising out of the work performed, materials furnished, or obligations incurred by Tenant. Tenant further covenants and agrees that should any mechanic’s lien be filed against the Premises or against the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant, said lien will be discharged by Tenant, by bond or otherwise, within ten (10) business days after the filing thereof, at the cost and expense of Tenant. Any failure by Tenant to timely perform any of its obligations under this Section 13 shall be considered a “default” as defined in Section 21, below, and Tenant shall indemnify Landlord for all damages, losses, attorneys’ fees and legal costs arising from or related to any lien in the manner set forth in Section 16, below.

14. BUILDING SERVICES.

(a) Services. Subject to Section 5 of this Sublease, Landlord agrees to furnish to the Premises during Building the following services:

(1) Utilities. Subject to the hours, charges and other provisions set forth in Sections 5(c) and 5(d) above, air conditioning, trash removal, electricity, facility cleaning services, natural gas, alarm services, water, internet connection services, phone services (excluding long distance charges) all in such reasonable quantities, in the judgment of Landlord, as are necessary for the comfortable occupancy of the Premises.

(2) Signs. Tenant shall not be entitled to install a sign on the building or in common area hallways or doors without Landlord’s prior written approval.

(b) If Tenant is prevented from using, and does not use, the Premises or any portion thereof, for the Permitted Use for five (5) consecutive business days (“Eligibility Period”) as a result of any repair, maintenance or Alterations performed by Landlord, any failure to provide services or access to the Premises, or because of the presence of Hazardous Material in, on or around the Building or the Premises (collectively, “Abatement Conditions”), Base Rent and all other charges payable by Tenant hereunder shall be abated or reduced, after expiration of the Eligibility Period, for such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant is prevented from using bears to the total rentable area of the Premises. Further, if Tenant is prevented from using, and does not use, the Premises or any portion thereof, for the Permitted Use for fifteen (15) consecutive days as a result of any of the Abatement Conditions, then without limiting any of Tenant’s other rights or remedies, Tenant shall have the right to terminate this Sublease.

15. RIGHTS OF LANDLORD.

(a) Landlord and its agents shall have the right to enter the Premises at all reasonable times for the purpose of cleaning the Premises, and, upon prior reasonable notice to Tenant, for the purpose of examining or inspecting the same, posting notices of non-responsibility, showing the same to prospective tenants (during the last 2 months of the Term, unless Tenant is in default under this Sublease, in which event the 2-month limitation shall not apply), lenders or purchasers of the Building, or in the case of an emergency, and to make such alterations, repairs, improvements or additions to the Premises or to the Building as Landlord may deem necessary or desirable. If Tenant shall not personally be present to open and permit an entry into the Premises at any time when such an entry by Landlord is necessary by reason of emergency, Landlord may enter by means of a master key or passkey or may enter forcibly, without liability to Tenant except for any failure to exercise due care for Tenant’s property, and any such entry by Landlord shall not under such circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.

(b) In addition to any other rights provided herein, Landlord shall have the following rights, exercisable in a reasonable manner without notice to Tenant and without any obligation to exercise such rights: to change the name or address of the Building or the suite number of the Premises; to designate all persons or organizations furnishing sign painting and lettering used or consumed in the Building; to grant to anyone the exclusive right to conduct any business in the Building, provided such exclusive right shall not infringe upon or otherwise impair the uses by Tenant expressly permitted under this Sublease; to have access to all mail chutes, if any, according to the rules of the United States Postal Service; to close the Building daily at such reasonable time as Landlord may determine, subject, however, to Tenant’s right to admittance at any time under such reasonable regulations as shall be prescribed from time to time by Landlord and to decorate, alter, repair or improve Building and parking facilities, or maintain any service therein, at any time; to do or permit to be done any necessary work in or about the Premises or the Building or the parking facilities. Except as elsewhere in this Sublease provided, any rights so exercised by Landlord shall be without any rebate or abatement of rent to Tenant for any loss or occupancy or quiet enjoyment of the Premises or damage, injury or inconvenience thereof occasioned, provided that Landlord uses commercially efforts to avoid any interference with the business of Tenant in the exercise of such rights.

16. INDEMNIFICATION AND WAIVER.

(a) Tenant hereby agrees to indemnify, defend and hold Landlord and its partners, members, and shareholders, as applicable, and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) harmless against and from any and all claims of damages or injury arising from Tenant’s use of the Premises, the Building, common areas or the parking facilities, or any other portion of the Project, or the conduct of its business or from any activity, work, or thing done, knowingly permitted or suffered by Tenant in the Premises, Building, the common areas or parking facilities, or any other portion of the Project, except to the extent arising from the negligence or willful misconduct of Landlord or any Landlord Parties. Further, Tenant shall indemnify, defend and hold harmless Landlord Parties against and from any and all claims to the extent arising from any breach or default in the performance of any obligation on Tenant’s part to be performed under the terms of this Sublease, or to the extent arising from any negligence or willful misconduct of Tenant or Tenant Parties and not covered by the insurance required to be carried by Landlord hereunder, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against any Landlord Party by reason of such claim, at Tenant’s expense by counsel reasonably satisfactory to Landlord. Tenant’s indemnity obligations under this Sublease are subject to the waiver of subrogation contained in Section 18 below.

Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to Tenant’s property or injury to Tenant’s employees, agents, visitors, invitees and licensees in or upon the Premises, the Building, the common areas, and parking facilities, or any other portion of the Project, and Tenant hereby waives all claims in respect thereof from any cause whatsoever against any Landlord Party, except claims to the extent caused as a direct result of the failure of Landlord to observe any of the terms and conditions of this Sublease and those claims which arise from any negligence or willful misconduct of Landlord or any Landlord Party.

Neither party shall be liable to the other for any unauthorized or criminal entry of third parties into the Premises, Building, common areas or parking facilities, or any other portion of the Project, or for any damage to person or property, or loss of property in and about the Premises, Building, common areas or parking facilities and the approaches, entrances, streets, sidewalks or corridors thereto, by or from any unauthorized or criminal acts of third parties, unless such criminal acts were facilitated by negligence or willful misconduct by Landlord or Tenant.

Notwithstanding anything to the contrary contained in this Sublease, each party hereby agrees that in no event shall the other party be liable for any consequential damages, including injury to such party’s business or any loss of income therefrom, nor shall Landlord be liable to Tenant for any damages caused by the act or neglect of any other tenant in the Building except to the extent that such damages arise out of Landlord’s negligence or willful misconduct.

(b) Landlord hereby agrees to indemnify, defend and hold Tenant and the Tenant Parties harmless against and from any and all claims of damages or injury to the extent arising from any breach or default in the performance of any obligation on Landlord’s part to be performed under the terms of this Sublease, or to the extent arising from any negligence or willful misconduct of Landlord or Landlord Parties and not covered by the insurance required to be carried by Tenant hereunder, and from and against all costs, attorneys’ fees, expenses, and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against any Tenant Party by reason of such claim, at Landlord’s expense by counsel reasonably satisfactory to Tenant. Landlord’s indemnity obligations under this Sublease are subject to the waiver of subrogation contained in Section 18 below.

17. INSURANCE.

(a) At all times during the term hereof, Tenant shall maintain in effect policies of property damage insurance reasonably required by Landlord covering: (i) all leasehold improvements (including any alterations, additions or improvements as may be made by Tenant pursuant to provisions of Section 11 hereof) in which Tenant has an insurable interest, and (ii) all trade fixtures, merchandise and other personal property from time to time in, on or upon the Premises.

(b) Tenant shall, at all times during the term hereof and at its own cost and expense, procure and continue in force comprehensive general liability insurance for bodily injury and property damage, with limits of not less than Two Million and 00/100 Dollars ($2,000,000.00) combined single limit per occurrence and in the aggregate, insuring against liability for injury to or death of any person, arising in connection with the construction of improvements on the Premises or Tenant’s use, operation or condition of the Premises.

(c) All insurance required to be carried by Tenant hereunder shall be issued by responsible insurance companies, qualified to do business in the State of California, reasonably acceptable to Landlord and Landlord’s lender. Each policy shall name Landlord, and at Landlord’s request any mortgagee of Landlord, as an additional insured, as their respective interests may appear, and copies of all policies or certificates evidencing the existence and amounts of such insurance shall be delivered to Landlord by Tenant at least ten (10) days prior to Tenant’s occupancy of the Premises. No such policy shall be cancelable except after ten (10) days’ prior written notice to Landlord and Landlord’s lender.

(d) At all times during the term hereof, Landlord shall maintain in effect a policy or policies of commercial general liability and property damage insurance covering the Building, including the parking facilities and interior and adjacent landscaped areas, with such policy limits as Landlord shall reasonably determine consistent with the requirements of comparable commercial buildings.

18. WAIVERS OF SUBROGATION. Each of the parties hereby waives any and all rights to recovery against the other or against the officers, employees, agents, representatives, customers, and business visitors of such other party or of such other tenant or occupant of the Building, for loss or damage to such waiving party or its property or the property of others under its control, arising from any cause insured against as provided in Section 17, above. Tenant shall notify its insurance carrier(s) that this mutual waiver of subrogation is contained in this Sublease.

19. EMINENT DOMAIN; CASUALTY.

(a) If the whole of the Premises shall be taken, or such part thereof shall be taken as shall materially interfere with Tenant’s use and occupancy of the balance thereof, under power of eminent domain, or sold, transferred, or conveyed in lieu thereof, either Tenant or Landlord may terminate this Sublease as of the date of such condemnation or as of the date possession is taken by the condemning authority, whichever date occurs later. If any part of the Project other than the Premises, including parking facilities and adjacent landscaped areas, shall be so taken, sold, transferred or conveyed in lieu thereof, Landlord and Tenant shall each have the right, at their respective options, to terminate this Sublease as of the date of such condemnation or as of the date possession is taken by the condemning authority. No award for any partial or entire taking shall be apportioned, and Tenant hereby assigns to Landlord any award which may be made in such taking or condemnation, together with any and all rights of Tenant now or hereafter arising in or to the same or any part thereof; provided, however, that nothing contained herein shall be deemed to give Landlord any interest in or require Tenant to assign to Landlord any award made to Tenant for the loss of goodwill, taking of personal property and fixtures belonging to Tenant and removable by Tenant at the expiration of the term hereof, as provided hereunder, or for the interruption of, or damage to Tenant’s business or for relocation expenses recoverable against the condemning authority. In the event of a partial taking, or a sale, transfer, or conveyance in lieu thereof, which does not result in a termination of this Sublease, Landlord shall, to the extent of any funds received from the condemning authority for repair or restoration, restore the Premises substantially to their condition prior to such partial taking and, thereafter, rent shall be abated in the proportion which the square footage of the part of the Premises so made unusable bears to the total amount of Rentable Area immediately prior to the taking. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure.

(b) In the event of material damage or destruction to the Premises or Building occurring during the Sublease Term, either party shall have the right to terminate this Sublease by written notice to the other party, provided that Landlord may not elect to terminate this Sublease under this Section unless Landlord elects also to terminate the leases of all similarly situated subtenants. Effective as of the date of any fire or other casualty to the Premises or any portion of the Building, Base Rent and all other rent and charges payable by Tenant under this Sublease shall abate in proportion to the degree of interference of Tenant’s use and enjoyment of the Premises, calculated from the date of the fire or other casualty until the date the restoration is complete (and in the case of damage to the Premises, until Tenant has been given a reasonable period of time to reinstall its personal property, furniture and equipment).

20. DEFAULT.

(a) Any of the following events shall constitute a default under this Sublease by Tenant:

(1) Failure by Tenant to make any payment of Base Rent, Additional Rent, or other payment required by this Sublease within five (5) business days after notice from Landlord that such amounts are delinquent;

(2) Any failure by Tenant to observe or perform any other provision, covenant, or condition of this Sublease to be observed or performed by Tenant where such failure continues for fifteen (15) days after written notice thereof from Landlord to Tenant; provided that if the nature of such default is such that the same cannot reasonably be cured within a fifteen (15) day period, Tenant shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure said default;

(3) The abandoning (which is deemed to include absence from the Premises for more than ten (10) continuous days while in default of any material provisions of this Sublease) of the Premises by Tenant;

(4) Except as expressly permitted under this Sublease, any attempted conveyance, assignment, mortgage or subletting of this Sublease;

(5) The making by Tenant of a general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy and the failure of Tenant, or Tenant’s trustee-in-bankruptcy (as the case may be) to assume this Sublease within sixty (60) days after the date of the filing of the petition, (or within such additional time as the court may fix for cause within such sixty (60) day period), or the rejection of this Sublease by Tenant or the trustee of Tenant during such sixty (60) day period; or if this Sublease is assumed, then the failure of Tenant or the trustee to comply with the provisions of Section 22(f) hereof; the taking of any action at the corporate level by Tenant to authorize the filing of a petition-in-bankruptcy on behalf of Tenant; the appointment by a court other than a bankruptcy court of a trustee or receiver to take possession of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Sublease unless possession is restored to Tenant within thirty (30) days; in the event this Sublease is assumed by a trustee appointed for Tenant or by Tenant as debtor-in-possession under the provisions of Section 22(f)(2) hereof and, thereafter, Tenant is either adjudicated a bankrupt or files a subsequent Petition for Arrangement under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Sections 101, et seq. (“the Bankruptcy Code”);

(6) The attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Sublease, where such seizure is not discharged within thirty (30) days;

(7) If Tenant or any guarantor of Tenant’s obligations hereunder (“Guarantor”) shall be adjudicated insolvent pursuant to the provisions of any present or future insolvency law under the laws of the State of California, or if any proceedings are filed by or against such Guarantor under the Bankruptcy Code or any similar provisions of any future federal bankruptcy law, or if a receiver or a trustee of the property of Guarantor shall be appointed under California law by reason of Tenant’s or the Guarantor’s insolvency or inability to pay its debts as they become due or otherwise; or if any assignment shall be made of Guarantor’s property for the benefit of creditors under California law.

(b) In the event of any default by Tenant, as described above, Landlord may promptly or at any time thereafter, upon written notice and demand and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default or breach, pursue any of the following remedies, each and all of which shall be cumulative and non-exclusive, without any notice or demand whatsoever:

(1) Terminate Tenant’s right to possession of the Premises by any lawful means, in which case this Sublease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall be entitled to recover from Tenant:

(A) The worth at the time of award of the unpaid rent which had been earned at the time of termination;

(B) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;

(C) The worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss Tenant proves can reasonably by avoided; and

(D) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under this Sublease or which in the ordinary course of things would be likely to result therefrom.

(2) Even though Tenant has breached this Sublease and abandoned the Premises, at Landlord’s option this Sublease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession, and Landlord may enforce all of its rights and remedies hereunder and under California Civil Code Section 1951.4, including the right to recover rent as it comes due under this Sublease, and in such event Landlord will permit Tenant to sublet the Premises or to assign his interest in the Sublease, or both, with the consent of Landlord, which consent will not unreasonably be withheld provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and will occupy the Premises for the same purposes specified herein, and such tenancy is not inconsistent with Landlord’s commitments to other tenants in the Building. For purposes of this Subsection (c), the following shall not constitute a termination of Tenant’s right to possession: (i) acts of maintenance or preservation or efforts to relet the Premises; or (ii) the appointment of a receiver under the initiative of Landlord to protect Landlord’s interest under this Sublease.

(3) Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the State of California.

(c) Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other charges due under this Sublease will cause Landlord to incur costs not contemplated by this Sublease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any other charge due from Tenant is not received by Landlord or Landlord’s designee within five (5) days after such amount shall be due, then, at Landlord’s election and upon Landlord’s demand, Tenant shall pay to Landlord a late charge equal to five percent (5%) of such overdue amount, and in such event the parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of the late payment by Tenant. No late charge may be imposed more than once for the same late rental payment. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any other rights and remedies granted to it hereunder. Any late charges assessed hereunder shall be deemed “rent” and may be included in any Notice to Pay Rent or Quit served by Landlord. Landlord’s decision to not include late charges in a Notice to Pay Rent or Quit shall not be deemed to be a waiver of Landlord’s right to such late charges.

(d) In the event of the occurrence of any of the events specified in Section 20(a)(4), if Landlord shall not choose to exercise, or by law shall not be able to exercise, its rights hereunder to terminate this Sublease upon the occurrence of such events, then, in addition to any other rights of Landlord hereunder or by law, Landlord shall not be obligated to provide Tenant with any of the services specified in Section 14, unless Landlord has received compensation in advance for such services, and the parties agree that Landlord’s reasonable estimate of the compensation required with respect to such services shall control. In the event of commencement of a case of Tenant’s bankruptcy, any monies paid during the ninety (90) days prior to the commencement of the case are hereby deemed to have been first applied to the most recently incurred liabilities.

21. ASSIGNMENT AND SUBLETTING.

(a) Tenant shall not assign or transfer this Sublease, or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the invitees, agents and servants of Tenant excepted) to occupy or use the Premises, or any portion thereof, or agree to any of the foregoing, without in each case first obtaining the written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Neither this Sublease nor any interest therein shall be assignable as to the interest of Tenant by operation of law, without the written consent of Landlord.

22. ESTOPPEL CERTIFICATE AND FINANCIAL STATEMENTS. Tenant shall at any time and from time to time, upon not less than ten (10) days’ prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying, affirming or confirming certain information including, without limitation, that this Sublease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Sublease, as so modified, is in full force and effect) and the dates to which the rental, the security deposit, if any, and other charges, if any, are paid in advance, and acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, and no events or conditions then in existence which, with the passage of time or notice or both, would constitute a default on the part of Landlord hereunder, or specifying such defaults, events, or conditions, if any are claimed. It is expressly understood and agreed that any prospective purchaser or encumbrancer of all or any portion of the Building or of the real property of which it is a part shall be entitled to rely upon any such statement. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a material breach or default under this Sublease. If such option is not so exercised by Landlord (and despite any later delivery by Tenant of such statement), Tenant’s failure to deliver same in a timely manner shall be conclusive upon Tenant that (i) this Sublease is in full force and effect without modification except as may be represented by Landlord, (ii) there are no uncured defaults in Landlord’s performance, and (iii) not more than one (1) month’s rental has been paid in advance.

23. INTEREST ON PAST DUE OBLIGATIONS. Except as otherwise expressly provided in this Sublease, any amount due from Tenant to Landlord hereunder which is not paid when due shall bear interest at the lesser of (a) ten percent (10%) per annum or (b) the highest rate then allowed under the laws of the State of California starting from the date due.

24. WAIVER.

(a) No delay or omission in the exercise of any right or remedy by either party to this Sublease on the occurrence of any default by the other party to this Sublease shall impair such a right or remedy or be construed as a waiver. The receipt and acceptance by Landlord of delinquent rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved. No act or conduct of Landlord, including without limitation, the acceptance of the keys to the Premises, shall constitute an acceptance of the surrender of the Premises by Tenant before the expiration of the term. Only written notice from Landlord to Tenant shall constitute acceptance of the surrender of the Premises and accomplish a termination of the Sublease. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord’s consent to or approval of any subsequent act by Tenant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of the Sublease.

(b) No acceptance by Landlord of a lesser sum than the Base Rent then due shall be deemed to be other than on account of the earliest installment of such rent due, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or pursue any other remedy in this Sublease provided. The delivery of keys to any employee of Landlord or to an agent of Landlord or any employee thereof shall not operate as a termination of this Sublease or a surrender of the Premises, unless expressly accepted therefor by Landlord.

25. FORCE MAJEURE. Whenever a day is appointed herein on which, or a period of time is appointed within which, either party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days on or during which such party is prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of strikes, lock-outs, embargoes, unavailability of labor or materials, wars, insurrections, rebellions, civil disorder, declarations of national emergency, acts of God, or other causes beyond such party’s reasonable control (financial inability excepted); provided, however, that nothing contained in this Section 25 shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant hereunder.

26. SURRENDER OF PREMISES.

(a) The voluntary or other surrender of this Sublease by Tenant to Landlord, or a mutual termination thereof, shall not work a merger, and shall at the option of Landlord, operate as an assignment to it of any or all Subleases or subtenancies affecting the Premises.

(b) Upon the expiration of the term of this Sublease, or upon any earlier termination of this Sublease, Tenant shall quit and surrender possession of the Premises to Landlord in good order and condition, reasonable wear and tear, damage by fire or other casualty, condemnation and repairs or other work for which Landlord is obligated hereunder excepted, and shall, without expense to Landlord, remove or cause to be removed from the Premises all debris and rubbish, all furniture, equipment, business and trade fixtures, free-standing cabinet work, moveable partitioning and other articles of personal property owned by Tenant or installed or placed by Tenant at its expense in the Premises, and all similar articles of any other persons claiming under Tenant unless Landlord exercises its option to have any subleases or subtenancies assigned to it, and Tenant shall repair all damage to the Premises resulting from such removal.

(c) Any property of Tenant not removed by Tenant upon the expiration of the term of this Sublease (or within seventy-two (72) hours after a termination or re-entry by Landlord pursuant to Section 21 hereof) shall be considered abandoned. Landlord shall give Tenant notice of its right to reclaim abandoned property pursuant to California Civil Code Sections 1980, et seq., and may, thereafter, remove any or all of such items and dispose of the same in any manner or store the same in a public warehouse or elsewhere for the account and at the expense and risk of Tenant. Tenant hereby grants to Landlord a security interest in said abandoned property, in the event it is not reclaimed within the statutory period. If Tenant shall fail to pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may sell any or all of such property at public or private sale, in such manner and at such time and places as Landlord, in its sole discretion, may deem proper without notice to or demand upon Tenant, and shall apply the proceeds of such sale: first, to the costs and expenses of such sale, including reasonable attorneys’ fees actually incurred; second, to the payment of the costs for the removal and storing of any such property; third, to the payment of any other sums of money which may then or thereafter be due to Landlord from Tenant under any of the terms hereof; and fourth, the balance, if any, to Tenant.

27. MASTER LEASE PROVISIONS.

(a) Landlord agrees that it will not cause or permit the Master Lease to be terminated or forfeited without the written consent of Tenant.

28. MISCELLANEOUS.

(a) Any provision of this Sublease which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.

(b) In the event of any litigation between Tenant and Landlord, to enforce any provision of this Sublease or any right of either party hereto, or to secure a judicial determination of any right or obligation of either party hereto, the unsuccessful party in such litigation shall pay to the successful party all costs and expenses, including reasonable attorney’s fees, incurred therein. Moreover, if either party hereto without fault is made a party to any litigation instituted by or against any other party to this Sublease, such other party shall indemnify Landlord or Tenant, as the case may be, against and save it harmless from all costs and expenses, including reasonable attorney’s fees, incurred by it in connection therewith. If Landlord is required to incur any attorneys’ fees as a result of any failure by Tenant to timely or properly perform any one or more of its obligations under the Sublease, Tenant shall reimburse Landlord for such reasonable fees within ten (10) days of demand therefor from Landlord. Such attorneys’ fees are not to be considered as a part of the late charge provided in Section 21(b) of the Sublease nor as part of any interest payable under Section 24 of the Sublease, and payment by Tenant of any late charge or interest shall not relieve Tenant of its obligation to pay any attorneys’ fees due under this Section 29(b). Tenant further agrees to pay all rent and other sums due under this Sublease, to perform all its non-monetary obligations under this Sublease, all in a timely manner, notwithstanding any dispute which may arise between Landlord and Tenant, and to not withhold or refuse to pay any such sum or to perform any such obligation while such dispute is pending.

(c) Each of Tenant’s covenants herein is a condition and time is of the essence with respect to the performance of every provision of this Sublease, and the strict performance of each shall be a condition precedent to Tenant’s right to remain in possession of the Premises or to have this Sublease continue in effect.

(d) The section captions contained in this Sublease are for convenience and do not in any way limit or amplify any term or provision of this Sublease and shall have no effect on its interpretation.

(e) The terms “Landlord” and “Tenant” as used herein shall include the plural as well as the singular, and the neuter shall include the masculine and feminine genders. The obligations herein imposed upon Tenant shall be joint and several as to each of the persons, firms, or corporations of which Tenant may be composed.

(f) This Sublease constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Sublease may be amended or supplemented except by an agreement in writing signed by the parties hereto or their successors in interest.

(g) This Sublease shall be interpreted and enforced in accordance with the laws of the State of California, which shall apply in all respects, including statutes of limitation, to any disputes or controversies arising out of or pertaining to this Sublease.

(h) Upon Tenant’s paying the Base Rent and other sums provided hereunder, and observing and performing all of the covenants, conditions, and provisions on Tenant’s part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all of the provisions of this Sublease.

(i) Except as otherwise provided in this Sublease, all of the covenants, conditions, and provisions of this Sublease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, and all covenants of Tenant shall survive the expiration or earlier termination of this Sublease.

(j) Any notice required or permitted to be given hereunder shall be in writing and may be given by personal delivery or by certified mail, return receipt requested, addressed to Tenant or to Landlord at the addresses provided in Section 1(h) hereof. Either party may by notice to the other specify a different address for notice purposes. A copy of all notices to be given to Landlord hereunder shall be concurrently transmitted by Tenant to any other party hereafter designated by written notice from Landlord to Tenant.

(k) Base Rent and all other sums payable under this Sublease, must be paid in lawful money of the United States of America.

(l) The text of this Sublease shall be construed, in all respects, according to its fair meaning, and not strictly for or against either Landlord or Tenant.

(m) If Tenant is a corporation, Tenant shall, if so requested by Landlord, deliver to Landlord upon execution of this Sublease a certified copy of a resolution of its board of directors authorizing the execution of this Sublease and naming the officers that are authorized to execute this Sublease on behalf of the corporation.

(n) This Sublease shall not be recorded, except that if Landlord requests Tenant to do so, the parties shall execute a memorandum of this Sublease in recordable form and Tenant shall execute and deliver to Landlord on the expiration or termination of this Sublease, immediately on Landlord’s request, a quitclaim deed to the Premises, in recordable form, designating Landlord as transferee. All expenses incurred shall be borne by Landlord.

(o) If the amount of Base Rent or Additional Rent, or any other payment due under this Sublease violates the terms of any governmental restrictions on such rent or payment, then the rent or payment due during the period of such restrictions shall be the maximum amount allowable under those restrictions. Upon termination of the restrictions, Landlord shall, to the extent it is legally permitted, recover from Tenant the difference between the amounts received during the period of the restrictions and the amounts Landlord would have received had there been no restrictions.

(p) Landlord and Tenant hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either Landlord against Tenant or Tenant against Landlord on any matter whatsoever arising out of, or in any way connected with, this Sublease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect.

(q) Notwithstanding anything in this Sublease to the contrary, wherever it is provided in the Sublease that the consent of Landlord or Tenant is to be given, such consent shall not be unreasonably withheld, conditioned or delayed; and wherever it is provided in this Sublease that a determination shall be made by Landlord or Tenant, such determination shall be made on the basis of reasonable standards of general applicability.

(r) Tenant has the right to install, operate, maintain, repair and replace a wireless network and related equipment in the Premises, including an antennae on the roof of the Building, in a location reasonably acceptable to Landlord. Tenant will have access to such rooftop antennae subject to reasonable prior notice to, and approval of Landlord, which approval will not be unreasonably withheld.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Sublease as of the day and year indicated below.

TENANT		LANDLORD
SYCAMORE ENTERTAINMENT, INC. a                                          company		SONICPOOL, INC. a California corporation
By:	/s/ Edward Sylvan Print: Edward Sylvan	By:	/s/ John W. Frost  Print: John W. Frost
Dated: January 19, 2010		Dated: January 19, 2010

EX-99.1

Exhibit 99.1

SWEET SPOT PRODUCTIONS, INC.

TABLE OF CONTENTS

	PAGE #
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		2
BALANCE SHEETS		3
STATEMENTS OF OPERATIONS		4
STATEMENT OF STOCKHOLDERS’ DEFICIT		5
STATEMENTS OF CASH FLOWS		6
NOTES TO FINANCIAL STATEMENTS		7

1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Sweet Spot Productions, Inc.

We have audited the accompanying balance sheets of Sweet Spot Productions, Inc. (the “Company”) as of October 31, 2008 and 2009, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sweet Spot Productions, Inc. as of October 31, 2008 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company has negative working capital, has suffered losses and has experienced declines in revenues. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with respect to these matters are also discussed in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ dbbmckennon  

Newport Beach, California 

May 20, 2010 

2

SWEET SPOT PRODUCTIONS, INC.
BALANCE SHEETS

	October 31,						January 31,
	2008			2009			2010
							(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	—		$	10,660		$	62,641
Accounts receivable, net		38,165			12,618			28,761
Prepaid expenses and other current assets		5,912			—			—
Total current assets		44,077			23,278			91,402
Property and equipment, net (Note 3)		47,894			29,071			24,149
Total assets	$	91,971		$	52,349		$	115,551
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	3,567		$	1,364		$	58,185
Accrued liabilities — related party		—			18,014			27,014
Deferred revenue		—			4,401			1,956
Total current liabilities		3,567			23,779			87,155
Deferred tax liability		7,790			5,085			5,085
Tax contingency reserve		199,188			217,110			220,374
Total liabilities		210,545			245,974			312,614
Commitments and contingencies (Note 4)
Stockholders’ deficit (Note 5):
Common stock — no par value; 1,000,000 shares authorized, issued, and outstanding		12,500			12,500			12,500
Accumulated deficit		(131,074	)		(206,125	)		(209,563	)
Total stockholders’ deficit		(118,574	)		(193,625	)		(197,063	)
Total liabilities and stockholders’ deficit	$	91,971		$	52,349		$	115,551

See notes to accompanying financial statements

3

SWEET SPOT PRODUCTIONS, INC.
STATEMENTS OF OPERATIONS

	Years Ended						Quarters Ended
	October 31,						January 31,
	2008			2009			2009			2010
							(Unaudited)
Revenue	$	1,108,435		$	413,793		$	230,014		$	128,986
Cost of revenue		926,191			304,009			180,384			57,880
Gross profit		182,244			109,784			49,630			71,106
Operating expenses:
Selling and marketing		102,331			44,248			17,394			9,222
General and administrative		252,248			127,870			39,404			62,008
Total operating expenses		354,579			172,118			56,798			71,230
Loss from operations		(172,335	)		(62,334	)		(7,168	)		(124	)
Other income		31			2,500			—			750
Loss before provision for income taxes		(172,304	)		(59,834	)		(7,168	)		626
Provision for income taxes		69,881			15,217			2,425			4,064
Net loss	$	(242,185	)	$	(75,051	)	$	(9,593	)	$	(3,438	)

See notes to accompanying financial statements

4

SWEET SPOT PRODUCTIONS, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
YEARS ENDED OCTOBER 31, 2008 AND 2009 AND QUARTER ENDED JANUARY 31, 2010

	Common Stock				Retained			Stockholders’
	Shares		Amount		Earnings			Equity (Deficit)
Balances as of November 1, 2007		1,000,000	$	12,500	$	111,111		$	123,611
Net loss		—		—		(242,185	)		(242,185	)
Balances as of October 31, 2008		1,000,000		12,500		(131,074	)		(118,574	)
Net loss		—		—		(75,051	)		(75,051	)
Balances as of October 31, 2009		1,000,000		12,500		(206,125	)		(193,625	)
Net loss (unaudited)		—		—		(3,438	)		(3,438	)
Balances as of January 31, 2010 (unaudited)		1,000,000	$	12,500	$	(209,563	)	$	(197,063	)

See notes to accompanying financial statements

5

SWEET SPOT PRODUCTIONS, INC.
STATEMENTS OF CASH FLOWS

	Years Ended						Quarters Ended
	October 31,						January 31,
	2008			2009			2009			2010
							(Unaudited)
Cash flows from operating activities
Net loss	$	(242,185	)	$	(75,051	)	$	(9,593	)	$	(3,438	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		19,416			19,596			5,003			4,922
Provision for bad debt		10,000			4,300			—			—
Deferred tax liability		(2,860	)		(2,705	)		—			—
Deferred tax contingency		70,947			17,922			2,425			3,264
Changes in operating assets and liabilities:
Accounts receivable		73,132			21,246			22,222			(16,143	)
Prepaid expenses and other current assets		98,650			5,912			5,912			—
Accounts payable		(1,767	)		(2,188	)		2,368			56,820
Accrued liabilities — related party		—			18,000			—			9,000
Deferred revenue		(26,416	)		4,401			3,278			(2,444	)
Net cash provided by (used in) operating activities		(1,083	)		11,433			31,615			51,981
Cash flows from investing activities
Purchases of property and equipment		(1,372	)		(773	)		(20	)		—
Net cash used in investing activities		(1,372	)		(773	)		(20	)		—
Net increase (decrease) in cash and cash equivalents		(2,455	)		10,660			31,595			51,981
Cash and cash equivalents at beginning of the period		2,455			—			—			10,660
Cash and cash equivalents at end of period	$	—		$	10,660		$	31,595		$	62,641

* Cash paid for income taxes and interest was insignificant during the periods presented.

See notes to accompanying financial statements

6

SWEET SPOT PRODUCTIONS, INC.
NOTES TO FINANCIAL STATEMENTS

Note 1 — Nature of the Business

Sweet Spot Productions, Inc. (“Sweet Spot” or the “Company”) is a California corporation which was formed on September 6, 2006. The Company conducts its operations primarily from facilities located in Los Angeles, California.

The Company is an interactive agency providing production services for trailers and television spots for the motion picture and video gaming markets. The Company will commence other services within the entertainment industry upon merger with Sycamore films as described in Note 7.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

The Company has sustained losses, has declining revenues in recent periods and has negative working capital as of January 31, 2010. The Company’s ability to continue as a going concern is dependent upon obtaining additional capital and generating positive cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek additional capital either through debt or equity offerings and is attempting to increase sales volume. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Unaudited Interim Financial Information

The accompanying balance sheet as of January 31, 2010, the statements of operations and cash flows for the quarters ended January 31, 2009 and 2010, and the statement of stockholders’ equity (deficit) for the quarter ended January 31, 2010 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the quarters ended January 31, 2009 and 2010. The financial data and other information disclosed in these notes to the financial statements related to the quarterly periods are unaudited. The results of the quarter ended January 31, 2010 are not necessarily indicative of the results to be expected for the year ending October 31, 2010 or for any other interim period or for any other future year.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and use of estimates include the determination of receivables and deferred revenue, allowance for doubtful accounts, valuation allowances with respect to recoverability of long-lived assets, useful lives associated with property and equipment, and potential tax liabilities. On an ongoing basis, management evaluates its estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

7

Fair Value of Financial Instruments

Effective November 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, which has been codified into Accounting Standards Codification (“ASC”) 820 (“ASC 820”). This standard defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. The implementation of this guidance did not change the method of calculating the fair value of assets or liabilities. The primary impact from adoption was additional disclosures. The portion of this guidance that defers the effective date for one year for certain non-financial assets and non-financial liabilities measured at fair value, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis, was implemented November 1, 2009, and did not have an impact on the Company’s results of operations, cash flows, or financial position.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of October 31, 2009 and January 31, 2010, the Company did not have Level 1, 2, or 3 financial assets, nor did it have any financial liabilities.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value because of the short-term maturity of these items.

Concentrations of Credit Risk

Cash and Cash Equivalents

The Company, at times, maintains cash balances at financial institutions in excess of amounts insured by United States government agencies or payable by the United States government directly. The Company places its cash and cash equivalents with high credit quality financial institutions.

8

Accounts Receivable, Allowance for Doubtful Accounts and Concentrations

The Company provides credit to customers throughout the United States. In these instances, the Company performs limited credit evaluations of its customers and does not obtain collateral with which to secure its accounts receivable. Accounts receivable, if any, are reported net of an allowance for doubtful accounts, which is management’s best estimate of potential credit losses. The Company’s allowance for doubtful accounts is based on historical experience, but management also takes into consideration customer concentrations, creditworthiness, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. As of October 31, 2008, 2009, and January 31, 2010, the allowance for doubtful accounts was $10,000, $14,300, and $14,300, respectively.

Three customers made up 76% of the Company’s accounts receivable as of October 31, 2008 and 88% of the Company’s total revenue for the year ended October 31, 2008. Two customers made up 60% of the Company’s accounts receivable as of October 31, 2009 and three customers made up 84% of the Company’s total revenue for the year ended October 31, 2009.

Two customers made up 97% of the Company’s total revenue for the quarter ended January 31, 2009. Two customers made up 80% of the Company’s accounts receivable as of January 31, 2010 and 95% of the Company’s total revenue for the quarter ended January 31, 2010. The loss of one or more of these customers would have a significant impact on the Company’s operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of October 31, 2008 and 2009 and January 31, 2010.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is three to five years. Maintenance and repairs are expensed as incurred. Significant renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the Company’s results of operations.

Long-Lived Assets

Long-lived assets, which consist primarily of property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying value. If an asset is determined to be impaired, the impairment is measured by the amount that the carrying value of the asset exceeds its fair value. The Company uses quoted market prices in active markets to determine fair value whenever possible. When quoted market prices are not available, management estimates fair value based on the best alternative information available, which may include prices charged for similar assets or other valuation techniques such as using cash flow information and present value accounting measurements. As of October 31, 2008 and 2009 and January 31, 2010, there were no impairment charges identified on the Company’s long-lived assets.

9

Revenue Recognition

The Company derives its revenue from professional fees charged to customers for the production of trailers and television spots for the motion picture and video gaming industries. The Company enters into fixed-price arrangements with its customers. To date, there have been no time and materials contracts. The Company recognizes revenue in accordance with ASC 605-35, Revenue Recognition, Construction-Type and Production-Type Contracts (formerly Statement of Position No. 81-1). Accordingly, the Company records its revenue using the percentage-of-completion method of accounting. Under the percentage-of-completion method, revenues are recorded based on actual costs incurred to the total costs expected to be incurred at the completion of the contract.

If, in the future, the Company enters into time and materials contracts, the Company will recognize revenue as the services are performed based on the contractual billing rates.

The Company defers revenue when a billing pursuant to the contract has been issued to, or cash has been received from, the customer, and the arrangement does not qualify for revenue recognition under the Company’s policy. These amounts are reflected as deferred revenue on the accompanying balance sheets. The Company records accounts receivable upon billing under the contract or upon a contractual right based on work performed.

Revenue is recognized net of estimated sales returns and allowances. If actual sales returns and allowances are greater than estimated by management, additional expense may be incurred. In determining the estimate for sales allowances, the Company relies upon historical experience and other factors, which may produce results that vary from estimates. To date, the estimated sales returns and allowances have varied within ranges consistent with management’s expectations and have not been significant.

Cost of Revenue

Cost of revenue primarily consists of expenses relating to service providers used in the production process including: personnel, licensing fees, and other costs allocable to the Company’s projects.

Selling and Marketing

Selling and marketing consists of those costs which are related to personnel and other promotional activities. All advertising costs are expensed as incurred. The Company had no advertising costs for the years ended October 31, 2008 and 2009, or for the quarters ended January 31, 2009 and 2010.

General and Administrative

The Company’s general and administrative expenses relate primarily to the compensation and associated costs for general and administrative personnel, professional fees, and other general overhead and facility costs.

Stock-Based Compensation

To date, the Company has not issued any stock-based awards.

10

Income Taxes

Deferred income tax assets and liabilities are computed for temporary and permanent differences between the financial statements and income tax bases of assets and liabilities. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to years in which the differences are expected to reverse. Income tax expense is the tax payable or refundable for the year plus or minus the change during the year in deferred income tax assets and liabilities. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No.48, Accounting for Uncertainty in Income Taxes, which has been codified into ASC 740. This pronouncement clarifies the accounting for uncertainty in income taxes recognized in the financial statements. This pronouncement also provides a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in the Company’s tax return. This standard further provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements for uncertain tax positions. The Company retroactively adopted the provision of this accounting standard on November 1, 2007 as financial statements had not been previously issued for the Company. The adoption did have a significant impact on the Company’s results of operations, cash flows, and/or financial position.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, which has been codified into Accounting Standards Codification 105. This guidance establishes the FASB Accounting Standards Codification (the “Codification”) as the single source of authoritative, nongovernmental generally accepted accounting principles in the United States of America (“U.S. GAAP”). The Codification did not change U.S. GAAP. All existing accounting standards were superseded and all other accounting literature not included in the Codification is considered non-authoritative. This guidance is effective for interim and annual periods ending after September 15, 2009. Accordingly the Company has adopted this guidance during the year ended October 31, 2009. The adoption did not have a significant impact on the Company’s results of operations, cash flows, or financial position.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which has been codified into Accounting Standards Codification 855. The guidance includes new terminology for considering subsequent events and has required disclosure on the date through which an entity has evaluated subsequent events. The standard is effective for interim or annual periods ending after June 15, 2009. The adoption did not have a significant impact on the Company’s results of operations, cash flows, or financial position.

In January 2010, the FASB amended authoritative guidance for improving disclosures about fair-value measurements. The updated guidance requires new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair-value measurements. The guidance also clarified existing fair-value measurement disclosure guidance about the level of disaggregation, inputs, and valuation techniques. The guidance became effective for interim and annual reporting periods beginning on or after December 15, 2009, with an exception for the disclosures of purchases, sales, issuances and settlements on the roll-forward of activity in Level 3 fair-value measurements. Those disclosures will be effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material impact on the financial statements.

11

Note 3 — Property and Equipment

Property and equipment consists of the following:

	October 31,						January 31,
	2008			2009			2010
							(Unaudited)
Computer equipment	$	40,375		$	40,808		$	40,808
Office equipment		21,421			21,761			21,761
Furniture and fixtures		12,213			12,213			12,213
Gross property and equipment		74,009			74,782			74,782
Less — Accumulated depreciation		(26,115	)		(45,711	)		(50,633	)
Total property and equipment, net	$	47,894		$	29,071		$	24,149

During the years ended October 31, 2008 and 2009, the Company recorded depreciation expense of $19,416 and $19,596, respectively. During the quarters ended January 31, 2009 and 2010, the Company recorded depreciation expense of $5,003 and $4,922, respectively.

Note 4 — Commitments and Contingencies

Operating Leases

The Company leases its office space under a month-to-month operating lease agreement which can be terminated at any time.

Rent expense for the years ended October 31, 2008 and 2009 was $20,054 and $19,235, respectively. Rent expense for the quarters ended January 31, 2009 and 2010 was $4,148 and $4,259, respectively.

Legal Proceedings

From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings, nor is the Company aware of any pending or threatened litigation that would have a material adverse effect on the Company’s business, operating results, cash flows or financial position should such litigation be resolved unfavorably.

Indemnifications

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is indeterminable. The Company has never paid a material claim, nor has the Company been sued in connection with these indemnification arrangements. As of October 31, 2008 and 2009 and January 31, 2010, management has not accrued a liability for these guarantees, because the likelihood of incurring a payment obligation, if any, in connection with these guarantees is not probable or reasonably estimable.

12

Note 5 — Stockholders’ Equity (Deficit)

Since inception, the Company issued 1,000,000 no-par shares of its common stock to its founders for $12,500 in cash and contributed assets. There have been no other issuances of capital stock.

As of October 31, 2009, the Company is authorized to issue 1,000,000 shares of its common stock. There are no other authorized classed of capital stock.

See Note 7 for discussion of the acquisition of the Company’s common stock by Sycamore Films resulting in a change in control.

Note 6 — Income Taxes

As of October 31, 2008 and 2009, the Company’s deferred tax liabilities consists of tax effected excess depreciation taken on property and equipment for income tax purposes of $7,790 and $5,086, respectively. As of October 31, 2008 and 2009, the Company did not have any deferred tax assets and thus a valuation allowance was not needed. During the years ended October 31, 2008 and 2009, the differences between the statutory tax rate and provision for income taxes was due to non-deductible expenditures and the change in the deferred tax liability.

As discussed in Note 2, the Company adopted FIN 48 on November 1, 2007. The current provision for income taxes for the years ended October 31, 2008 and 2009, relates to estimated income taxes, penalties and interest, related to certain tax positions that are not supportable through existing tax law. The Company’s uncertain tax positions relate to the potential tax liability of the Company resulting from payments made to affiliated companies that were reported as consulting fees rather than employee compensation. A reconciliation of the amount of uncertain tax positions (“UTP”) from November 1, 2007 to October 31, 2009 is as follows:

Gross UTP balance as of November 1, 2007	$	128,241
Additions for tax positions of prior years		70,947
Gross UTP balance as of October 31, 2008		199,188
Additions for tax positions of prior years		17,922
Gross UTP balance as of October 31, 2009	$	217,110

As of October 31, 2008 and 2009, the Company has accrued approximately $40,322 and $53,900 for interest and penalties related to uncertain tax positions, respectively. Penalties and interest are recorded as income tax expense.

The Company files income tax returns in the U.S. federal and state jurisdictions. The U.S. federal fiscal returns for the years ended 2007 through 2009 are still subject to tax examination by the United States Internal Revenue Service. The Company is subject to examination by the California Franchise Tax Board for the fiscal years ended 2007 through 2009 and currently does not have any ongoing tax examinations.

Within the next twelve months, the Company does not anticipate any potential decrease in the unrecognized tax benefit relating to the timing of certain amortization deductions due to a statute of limitation expiration. This will not have an impact on the effective tax rate other than the potential reduction in accrued interest as any change will be offset by a similar adjustment to our deferred tax balances. The Company does not anticipate any other significant changes within the next twelve months.

13

Reconciliation of Provision for Income Taxes

The following is a reconciliation of provisions for income taxes:

	October 31,			October 31,
	2008			2009
Tax contingency reserve	$	70,949		$	17,922
Provision (benefit) for income taxes		(2,860	)		(2,705	)
Tax payments		1,792			—
Provision for income taxes	$	69,881		$	15,217

Note 7 — Subsequent Events

On March 17, 2010, ImaRx Therapeutics, Inc. (“ImaRx”) entered into an Agreement for the Purchase and Sale of Stock with Sycamore Films, Inc. and its shareholders (the “Stock Purchase Agreement”) and an Agreement and Plan of Merger with Sycamore Films, Sweet Spot, and Sweet Spot’s shareholders and principals (the “Merger Agreement”). The transaction closed on May 14, 2010. Pursuant to the Merger Agreement, Sweet Spot merged with and into Sycamore Films and the shareholders of Sweet Spot became shareholders of Sycamore Films. Sycamore Films will continue the operation of the Sweet Spot business. Immediately following the closing of the Merger Agreement, the purchase and sale of stock between ImaRx and Sycamore Films and it shareholders as set forth in the Stock Purchase Agreement was closed. Under the terms of the Stock Purchase Agreement, ImaRx issued approximately 79,376,735 shares of its common stock to the Sycamore shareholders including the former shareholders of Sweet Spot. As a result, Sycamore Films became a wholly-owned subsidiary of ImaRx and the former shareholders of Sycamore hold, in the aggregate, approximately eighty-six percent (86%) of ImaRx’s outstanding shares of commons stock on a fully diluted basis. Former Sweet Spot shareholders ownership interest, on a fully-diluted basis, in ImaRx is approximately five percent (5%). In connection with the closing of the Stock Purchase Agreement, all of the members of the current Board of Directors of ImaRx resigned and a new slate of Directors and officers were appointed for both ImaRx and Sycamore. The primary business of ImaRx will be a full-service distribution and marketing company specializing in acquisition, distribution, and the development of marketing campaigns for feature films.

Beginning on November 14, 2010, and continuing for a two year period immediately thereafter, the “Put Period”, the former shareholders of Sweet Spot, have the right to require that, during any 90-day period following the first day of the Put Period, the Company purchase from each of them up to 25% of their shares of the total 2,307,463 shares of ImaRx common stock received by each of them under the Stock Purchase Agreement. They may exercise this put right, in whole or in part, at any time or from time to time during the two year period. If during any 90-day period either or both of the former shareholders elect not to exercise the put right with respect to any of 25% of the shares which they are entitled to put, such shares may be put during the following 90-day period in addition to 25% of the shares that they are entitled to put during such 90-day period. The price at which ImaRx shall be required to purchase the shares put to the Company shall be equal to $0.16 per share, subject to adjustment in the event of a stock split. The Company has the right to suspend the ability of either the former shareholders to exercise their put rights during any period in which the Company is engaged in a capital raising transaction. In that event the term of the Put Period will be extended for an additional period equal to the period of the suspension.

In addition to the issuance of shares of ImaRx common stock under the terms of the Stock Purchase Agreement to Shareholders of Sweet Spot, ImaRx also executed and delivered to each of the two shareholders a promissory note in the principal amount of $200,000. Each $200,000 promissory note is secured by a first priority perfected pledge of 50% of the shares of stock of Sycamore Films owned by ImaRx. As a result, all of the shares of Sycamore Films held by ImaRx are pledged to secure the obligations represented by both $200,000 promissory notes. Pursuant to the terms of the pledge and security agreement ImaRx may not, among other things, without the prior written consent of the former Sweet Spot shareholders, sell, gift, pledge, exchange or otherwise dispose of any of the Sycamore Films shares, cause or permit Sycamore Films to make any change in its capital structure or issue or create any stock or other equity interest, or take or fail to take any action which would in any manner impair the value of the Sycamore Films shares. In the event ImaRx defaults on the payment of either or both of the $200,000 promissory notes, and such default is not cured within the applicable cure period, the former shareholders of Sweet Spot may exercise in respect of the Sycamore Films shares pledged as security for the notes, in addition to other rights and remedies they may have, all of the rights and remedies of a secured party on default under the Uniform Commercial Code and also may sell the Sycamore Films shares or any part thereof at public or private sale. In the event that the proceeds of any such sale is insufficient to pay all outstanding indebtedness remaining on the notes, ImaRx may be liable for the deficiency, together with interest. The pledge agreement will terminate upon the earliest of ImaRx’s receipt of notice expressly stating that neither of the former shareholders of Sweet Spot any longer claims any security interest in the Sycamore Films shares, or the transfer of the proceeds of the sale of the Sycamore Films shares subsequent to the liquidation sale of such shares and payment of any outstanding deficiency, or the payment in full of each of the promissory notes. In the event of such an event, ImaRx could lose all or a portion of its ownership interest in Sycamore Films.

The promissory notes incur interest at 7%, are due six months from the closing date of the acquisition, and are convertible into shares of the Company’s common stock upon issuance. The holders of the notes at any time and from time to time prior to the payment of all obligations under these promissory notes, including the principal, the interest and the default interest, if any, in its sole discretion, shall have the right to convert all or any portion of the promissory notes into fully paid and nonassessable shares of common stock of ImaRx every thirty (30) days following the closing date with respect to all or any portion of the obligations under these promissory notes, but not less than $20,000 at a time. The conversion rate is based on the average of three (3) trading prices for the prior three (3) trading days immediately preceding the conversion date. The trading price shall mean the intraday trading price on the OTCBB.

In addition, on May 14, 2010, ImaRx entered into employment contracts with the two former shareholders of Sweet Spot. Each of the agreements provides for an annual salary of $200,000 from inception of the agreement on May 14, 2010 through the term of the agreement ending May 14, 2013, unless the agreement is earlier terminated according to the terms of the agreement. The agreement also provides for annual compensation reviews, provisions for bonuses and other standard provisions.

ImaRx is currently evaluating the accounting impact of these transactions but expects to account for the acquisition of Sweet Spot as a forward acquisition, the put option on the common stock issued as a liability and the embedded conversion feature on the convertible promissory notes as a derivative liability.

14

EX-99.2

Exhibit 99.2

ImaRx Therapeutics, Inc.
Pro Forma Condensed Combined Balance Sheet
(Unaudited)

				Sweet Spot
	Sycamore			Productions,											ImaRx
	Films, Inc. as of			Inc. as of											Therapeutics,
	January 31,			January 31,			Pro Forma					Pro Forma			Inc. December			Pro Forma					Pro Forma
	2010			2010			Adjustments			Reference		Combined			31, 2009			Adjustments			Reference		Combined
Assets
Current assets:
Cash	$	—		$	62,641							$	62,641		$	133,000							$	195,641
Accounts receivable, net		—			28,761								28,761			—								28,761
Discontinued operations		—			—								—			100,000								100,000
Total current assets		—			91,402								91,402			233,000								324,402
Property and equipment, net		—			24,149								24,149			—								24,149
Intangible assets and goodwill		—			—			1,397,063			[1]		1,397,063			—								1,397,063
Total Assets	$	—		$	115,551							$	1,512,614		$	233,000							$	1,745,614
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	—		$	58,185							$	58,185			114,000							$	172,185
Accrued liabilities		—			27,014								27,014			26,000								53,014
Put right — common stock		—			—			1,200,000			[1]		1,200,000			—								1,200,000
Notes payable		40,000			—								40,000			—								40,000
Deferred revenue		—			1,956								1,956			—								1,956
Total current liabilities		40,000			87,155								1,327,155			140,000								1,467,155
Deferred tax liability		—			5,085								5,085			—								5,085
Tax contingency reserve		—			220,374								220,374			—								220,374
Total liabilities		40,000			312,614								1,552,614			140,000								1,692,614
Stockholders’ Equity (deficit):
Common stock at par		—			12,500			(12,500	)		[3]		—			1,000			8,104			[2]		9,104
Additional paid-in capital		—			—								—			91,982,000			(91,898,104	)		[3]		83,896
Accumulated deficit		(40,000	)		(209,563	)		209,563			[3]		(40,000	)		(91,890,000	)		91,890,000			[3]		(40,000	)
Total shareholders’ equity (deficit)		(40,000	)		(197,063	)							(40,000	)		93,000								53,000
Total Liabilities and Shareholders’ Equity (Deficit)	$	—		$	115,551							$	1,512,614		$	233,000							$	1,745,614

See accompanying notes

ImaRx Therapeutics, Inc.
Pro Forma Condensed Combined Statement of Operations
(Unaudited)

	Sycamore		Sweet Spot
	Films, Inc. for		Productions,									ImaRx
	the Three		Inc. for the									Therapeutics,
	Months Ended		Three Months									Inc. Three
	January 31,		Ended January			Pro Forma			Pro Forma			Months Ended			Pro Forma
	2010		31, 2010			Adjustments		Reference	Combined			March 31, 2010			Adjustments		Reference
Sales	$	—	$	128,986					$	128,986		$	—						$	128,986
Cost of sales		—		57,880						57,880			—							57,880
Gross profit (loss)		—		71,106						71,106			—							71,106
Operating expenses:
Selling and marketing		—		9,222						9,222			—							9,222
General and administrative		—		62,008						62,008			58,326							120,334
Total operating expenses		—		71,230						71,230			58,326							129,556
Operating loss		—		(124	)					(124	)		(58,326	)						(58,450	)
Other income (expense):
Other		—		750						750			14,995							15,745
Interest expense		—		—						—										—
Interest income		—		—						—										—
		—		626						626			(43,331	)						(42,705	)
Income taxes		—		(4,064	)					(4,064	)		—							(4,064	)
Net loss	$	—	$	(3,438	)				$	(3,438	)	$	(43,331	)					$	(46,769	)
Net loss per share												$	(0.00	)					$	(0.00	)
Weighted average number of common shares outstanding							—						11,665,733			79,376,735		[2]		91,042,468

See accompanying notes

ImaRx Therapeutics, Inc.
Pro Forma Condensed Combined Annual Statement of Operations
(Unaudited)

													ImaRx
	Sycamore			Sweet Spot									Therapeutics,
	Films, Inc. for			Productions,									Inc. Year
	the Year Ended			Inc. for the									Ended
	October 31,			Year Ended			Pro Forma			Pro Forma			December			Pro Forma
	2009			October 31, 2009			Adjustments		Reference	Combined			31, 2009			Adjustments		Reference
Sales	$	—		$	413,793					$	413,793		$	—						$	413,793
Cost of sales		—			304,009						304,009			—							304,009
Gross profit (loss)		—			109,784						109,784			—							109,784
Operating expenses:
Selling and marketing		—			44,248						44,248			—							44,248
General and administrative		39,748			127,869						167,617			972,000							1,139,617
Total operating expenses		39,748			172,117						211,865			972,000							1,183,865
Operating loss		(39,748	)		(62,333	)					(102,081	)		(972,000	)						(1,074,081	)
Other income (expense):
Other		—			2,500						2,500			396,000							398,500
Interest expense		—			—						—										—
Interest income		—			—						—			2,000							2,000
		(39,748	)		(59,833	)					(99,581	)		(574,000	)						(673,581	)
Income taxes		—			(15,217	)					(15,217	)									(15,217	)
Net loss	$	(39,748	)	$	(75,050	)				$	(114,798	)	$	(574,000	)					$	(688,798	)
Net loss per share													$	(0.05	)					$	(0.01	)
Weighted average number of common shares outstanding								—						10,709,689			79,376,735		[2]		90,086,424

See accompanying notes

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS

Basis of presentation

On March 23, 2010, ImaRx Therapeutics, Inc. (the “Company” or “ImaRx”) entered into (i) Stock Purchase Agreement and (ii) Plan of Merger with Sycamore Films (“Sycamore Films”), Sweet Spot, Inc. (“Sweet Spot”), collectively (“Sycamore”) (the “Merger Agreement”). Pursuant to the Merger Agreement, Sweet Spot merged with and into Sycamore Films and the shareholders of Sweet Spot will become shareholders of Sycamore Films. Sycamore Films will continue the operation of the Sweet Spot business. Immediately following the closing of the Merger Agreement, ImaRx and Sycamore Films entered into the Stock Purchase Agreement. Under the terms of the Stock Purchase Agreement ImaRx is to issue approximately 79,376,735 shares of its common stock to the Sycamore shareholders including the former shareholders of Sweet Spot. As a result, Sycamore will become a wholly-owned subsidiary of ImaRx and the former shareholders of Sycamore will hold in the aggregate approximately 85% of ImaRx’s outstanding shares of common stock.

The consider paid by Sycamore Films in connection with its acquisition of Sweet Spot consists of the following:

Consideration Paid:
Issuance of common stock put right to Sweet Spot	$	800,000
Issuance of convertible notes payable to Sweet Spot		400,000
	$	1,200,000

The value of the common stock put right was determined based on the contractual obligation of Sycamore Films to repurchase the stock pursuant to the Plan of Merger.

The acquisition of Sweet Spot by Sycamore Films was accounted for using the purchase method of accounting in accordance Accounting Standards Codification No. 805, “Business Combinations”, whereby the estimated purchase price has been allocated to tangible and intangible net assets acquired based upon consideration paid and the preliminary fair values at the date of acquisition. Estimates for identifiable intangible asset are being determined based on valuations which have not been completed as of the date of this filing. Valuations require significant estimates and assumptions including, but not limited to, estimating future cash flows and developing appropriate discount rates. The purchase price and fair value estimates for the purchase price allocations will be refined as additional information becomes available and valuations are completed. The assets and liabilities of Sweet Spot are as of January 31, 2010. The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the net assets acquired, assuming the close of the acquisition was on January 31, 2010:

Cash	$	62,641
Accounts receivable, net		28,761
Property and equipment, net		24,149
Intangible assets and goodwill		1,397,063
Accounts payable		(58,185	)
Accrued liabilities		(27,014	)
Deferred revenue		(1,956	)
Deferred tax liability		(5,085	)
Tax contingency reserve		(220,374	)
	$	1,200,000

The fixed assets are estimated to be depreciated from the date of acquisition with estimated useful lives ranging from three to five years. The estimated useful life of the intangible asset will be amortized over their respective estimated lives which will be determined upon completed of the purchase price allocation.

Any resulting goodwill is not subject to amortization and the amount assigned to goodwill is not deductible for tax purposes.

The acquisition of Sycamore by ImaRx is being accounted for as a reverse acquisition, whereby the assets and liabilities of Sycamore are reported at their historical cost since Sycamore was issued common stock equal to 85% of the total outstanding shares immediately after the transaction. The Company is accounting for the transaction in accordance with Accounting Standards Codification No 805 “Business Combinations.” The assets and liabilities of Sweet Spot are recorded at their historical cost basis on the date immediately preceding the transaction.

The unaudited pro forma combined condensed balance sheet was prepared assuming the transaction closed on March 31, 2010. The unaudited pro forma combined condensed statements of operations were prepared assuming the transaction had taken place at the beginning of ImaRx’s respective periods ended December 31, 2009 and March 31, 2010. These statements should be read in conjunction with the historical consolidated financial statements and related notes in ImaRx Annual Report on Form 10-K for the year ended December 31, 2009 and the Quarterly Report on Form 10-Q for the three-month periods ended March 31, 2010 to be filed on May 24, 2010. The unaudited pro forma combined condensed statements of operations are not necessarily indicative of what the actual results of operations would have been had such transactions taken place at the beginning of the respective periods.

We are providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma condensed combined financial statements described above should be read in conjunction with the historical financial statements of ImaRx and Sycamore and the related notes thereto.

The columns captioned “ImaRx” represents the balance sheet of ImaRx as of March 31, 2010 and the related statements of operations for the year ended December 31, 2009 and for the three months ended March 31, 2010. The columns captioned “Sycamore” represent the balance sheet of Sycamore together with Sweet Spot as of January 31, 2010 and the related statements of operations for the year ended October 31, 2009 and for the three months ended January 31, 2010.

The unaudited pro forma combined condensed balance sheet and statements of operations have been prepared to give effect to the following pro forma adjustments which are deemed to be directly attributable to the transaction:

1.	Issuance of $800,000 of puttable common stock issued by Sycamore Films to Sweet Spot and the issuance of $400,000 of notes payable to Sweet Spot in connection with Plan of Merger.
2.	The issuance of 79,376,735 shares of $0.001 par value common stock to Sycamore by ImaRx.
3.	Elimination of ImaRx’s accumulated deficit and record the effects of recapitalization.

The pro forma financial information does not include adjustments for amortization of intangible assets as we have yet to determine the allocation of the purchase price. In addition, ImaRx expects to account for the embedded conversion feature on the convertible promissory notes held by the former shareholders of Sweet Spot as a derivative liability, however, it has not been presented due to the pending determination of how the derivative liability will be valued. In addition, total fees expected to be incurred by ImaRx and Sycamore related to the acquisitions are expected to be approximately $330,000 and are being expensed as incurred.