SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE SERVICES AGREEMENT

Exhibit 10.10

SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE
SERVICES AGREEMENT

     This Second Amendment (the “Amendment”) to that certain Amended and Restated Executive Services Agreement dated as of December 1, 2009, as amended (the “Employment Agreement”) by and among Sacker Consultants, Inc., a California corporation (“Lender”), Xxxx Xxxxxx (“Executive”) and The Film Department Holdings LLC, a Delaware limited liability company (the “Company”), is made as January 1, 2010, and is entered into by and between Company, Lender and Executive.

     WHEREAS, Company, Lender and Executive have previously entered into the Employment Agreement;

     WHEREAS, Company, Lender and Executive have agreed to amend specific terms of the Employment Agreement in accordance with the terms set forth below. All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Employment Agreement.

     NOW, THEREFORE, in consideration of the agreements made herein, the parties hereto agree as follows:

     1. The Employment Agreement is hereby amended by deleting Section 4(d) in its entirety and replacing it with the following:

“(c) Units. Pursuant to the LLC Agreement, the Lender is the record holder of 466 Class H Units in the Company (“Class H Units”). One hundred percent (100%) of the Class H Units shall vest as of January 1, 2010.”

     2. This Amendment is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and will be interpreted in a manner intended to comply with Code Section 409A.

     3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page hereto by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

2^nd Amendment to Amended and Restated Exec. Srvcs Agrmt. 1

     IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.

THE FILM DEPARTMENT HOLDINGS LLC
/s/ Xxxx Xxxx		/s/ Xxxx Xxxxxx
By: Xxxx Xxxx		XXXX XXXXXX
Its: Chief Executive Officer
		SACKER CONSULTANTS, INC.
		/s/ Xxxx Xxxxxx
		By: Xxxx Xxxxxx
		Its: President

2^nd Amendment to Amended and Restated Exec. Srvcs Agrmt. 2