UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

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In re : Chapter 11
:
TeeVee Toons, Inc. : Case No. 08 -10562 (ALG)
d/b/a TVT Records, :
:
Debtor. :
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FINAL ORDER AUTHORIZING DEBTOR TO USE

CASH COLLATERAL AND GRANTING ADEQUATE PROTECTION

Following the filing of the Motion Pursuant to Sections 105, 361, and 363 of the

Bankruptcy Code and Rule 4001(b) of the Bankruptcy Rules for Entry of Interim Order and

Final Order Authorizing Use of Cash Collateral and Providing Adequate Protection Regarding

Same (the “Motion”) by TeeVee Toons, Inc., debtor and debtor-in-possession (the “Debtor”); the

Court having entered its Interim Order Authorizing Debtor to Use Cash Collateral and Granting

Adequate Protection entered February 21, 2008 (Docket No. 27) (the “Interim Cash Collateral

Order”); the Court having reviewed the Motion, the Interim Cash Collateral Order, and the Cash

Collateral Agreement, as amended to reflect certain changes directed by the Court and negotiated

with the Official Unsecured Creditors Committee appointed in this case and attached hereto at

“Exhibit 1”; and the Court having determined that notice of the Motion was sufficient under the
circumstances and that the legal and factual bases set forth in the Motion establish just cause for

the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Cash Collateral Agreement, as amended and attached hereto at

“Exhibit 1” is approved.

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 2. The Debtor is authorized to use “Cash Collateral” pursuant to the terms

and conditions set forth in the Cash Collateral Agreement, as amended and attached hereto at

“Exhibit 1,” the terms of which are adopted herein.

3. Nothing herein shall be construed to excuse the Debtor from compliance

with all state and federal laws, including but not limited to Section 115 of the United States

Copyright Act, 17 U.S.C. § 115.

Dated: New York, New York

March 12, 2008
/s/ Allan L. Gropper
HONORABLE ALLAN L. GROPPER

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