July 14, 2005 John Simonelli Graymark Productions, Inc.

Exhibit 10.4

July 14, 2005

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Graymark Productions, Inc.

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Dear ▇▇▇▇:

Reference is made to that certain short-form agreement between Image Entertainment, Inc. (“Image”) and Graymark Productions, Inc. (“Graymark”), dated as of July         2005 (the “Agreement”).  Although we have not yet executed a long-form agreement or decided upon a vehicle for the venture, please note that Image is prepared to accept and finance the film “The ▇▇▇▇” (the “Program”) pursuant to the Agreement, under the following terms and conditions:

Total Budget:		Approximately Four Hundred Twenty Seven Thousand Seventy-Nine Dollars ($427,079). Image shall finance Two Hundred Thirteen Thousand Five Hundred Thirty-Nine Dollars and Fifty Cents ($213,539.50) of the total budget. Payment of the $213,539.50 shall be per the terms of the Agreement.
Profit Participation:		For this Program, Image’s back-end profit participation in all revenue streams under the Agreement shall be 35%.
Copyright Ownership:		For this Program, Image’s copyright ownership percentage shall be 35%.
All Other Terms:		As per the Agreement

If the above meets with your approval, please have your client sign below.  Thank you.

Best regards,

▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Esq.

Senior Vice President, Business Affairs & General Counsel

THE ABOVE IS ACKNOWLEDGED AND AGREED.

GRAYMARK PRODUCTIONS, INC.

By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

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