SHARE EXCHANGE AGREEMENT


SHARE  EXCHANGE  AGREEMENT  dated  as of November 22, 2000  ("Agreement"), among
Magellan Filmed Entertainment, Inc., a Nevada corporation ("Magellan"), and True
Fiction,  Inc.,  a  Nevada  corporation,  ("True  Fiction")  and Tony Romano, an
individual  ("Romano")  and  Michel  Shane,  an  individual  ("Shane").

                                   BACKGROUND

The  respective  Boards  of  Directors  of  Magellan  and True Fiction have each
approved,  upon  the  terms  and  subject  to  the  conditions set forth in this
Agreement,  the  share  exchange  between Magellan and True Fiction whereby each
issued  and  outstanding share of common stock of True Fiction will be exchanged
for  shares  of  Common Stock to be issued by Magellan as set forth in Article 1
and  by  which  True Fiction shall become a wholly-owned subsidiary of Magellan.

Romano  and  Shane  each  owns  500 shares of Common Stock of True Fiction which
represents  100% of the total issued and outstanding shares of True Fiction.  As
part of this Agreement, Romano and Shane have agreed to deliver to Magellan, all
of  the  True  Fiction  shares  owned  by them upon the terms and subject to the
conditions  set  forth  in  this  Agreement.

In  consideration  of  the respective representations, warranties, covenants and
agreements  contained  in this Agreement, Magellan and True Fiction and Magellan
and  Romano  and  Shane  hereby  agree  as  follows:

                                    ARTICLE I
                                PURCHASE AND SALE

1.01     THE  SHARE  EXCHANGE.  Upon  the  terms  and  subject to the conditions
hereof, True Fiction shall become a wholly-owned subsidiary of Magellan upon the
Effective  Time of this Agreement subject to the conditions set forth in Article
VII.

1.02          EFFECTIVE  TIME.  This  Agreement  shall  become effective at such
time ("Effective Time") as the conditions set forth in Article VII are satisfied
or  waived,  if  permissible.

1.03     SHARES.  At  or  prior  to  the  Effective  Time,  by  virtue  of  this
Agreement,  the  following  events  shall  occur.

a)     Each  issued  and outstanding share of common stock of True Fiction shall
be  assigned,  transferred  and  conveyed  to  Magellan.

b)     In  exchange  thereof,  Magellan  shall issue from its treasury 6,000,000
shares  of  its  common  stock  ("Common Stock") which shall be issued 3,000,000
shares  to  Romano,  and  3,000,000  shares  to  Shane.
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1.04     PRIVATE  PLACEMENT.

a)     The  Common Stock issued to True Fiction's shareholders have not been and
will  not  be  registered with the Securities and Exchange Commission ("SEC") or
the  securities  commission  of  any  state,  pursuant  to  an  exemption  from
registration  by virtue of Magellan's intended compliance with the provisions of
Section  4(2)  and  4(6)  of the Securities Act of 1933, as amended ("Securities
Act"),  and  the  Common  Stock  will  be  made  available  only  to "accredited
investors"  or  True  Fiction's  shareholders  who  have  used  a  "Purchaser
representative", as defined in Rule 501(a) of Regulation D promulgated under the
Securities  Act.  Such  exemption  limits  the  number and types of investors to
which  the  offering  of  Common  Stock  may  be  made  and restricts subsequent
transfers  of  the Common Stock so offered which also may be restricted by state
securities laws.  The Common Stock may not be resold or otherwise disposed of by
True  Fiction's  shareholders  unless,  in  the  opinion of counsel to Magellan,
registration  under federal and applicable state securities laws is not required
or  compliance  is  made  with  the  registration  requirements  of  such  laws.

b)     In the event Magellan files a registration statement under the Securities
Act  of  1933  for  the public offering of its securities within thirty-six (36)
months  from  the  Effective  Time  of  this  Agreement,  each of True Fiction's
shareholders  shall  be  entitled  to  certain  incidental  or  "piggyback"
registration  rights  for  the  shares  of  Common  Stock  held by them.  At the
Effective  Time,  Magellan  and the True Fiction shareholders shall enter into a
Registration  Rights  Agreement in the form attached hereto as Exhibit 1.04 (b).


                                   ARTICLE II
                               EXCHANGE OF SHARES

2.01     ISSUANCE  OF  CERTIFICATE.  At the Effective Time, Magellan shall issue
to  Romano  and Shane certificates representing the Common Stock to be issued to
each.  Simultaneously  Romano  and  Shane  shall  exchange  and  surrender their
certificates  representing  all  of  their  True  Fiction shares in True Fiction


                                   ARTICLE III
                        REPRESENTATIONS AND WARRANTIES OF
                                    MAGELLAN

Magellan  represents  and  warrants  to  True  Fiction  as  of  the date of this
Agreement  and  as  of  the  Effective  Time  as  follows:

3.01     EXISTENCE:  GOOD  STANDING.  Magellan  is  a  corporation  duly
incorporated,  validly  existing  and  in  good  standing  under the laws of its
jurisdiction  of  incorporation.

3.02     CAPITALIZATION.  The  authorized  capital stock of Magellan consists of
200,000,000  shares of Common Stock, par value $0.001  ("Shares") and 50,000,000
shares of Preferred Stock, par value $0.001.  As of July 17, 2000, there were no
Preferred  Shares  issued  and outstanding and 48,329,509 shares of Common Stock
issued  and  outstanding.  All issued and outstanding shares of Common Stock are
duly authorized, validly issued, free of preemptive rights, non-assessable, and,
are  fully paid.  Options, warrants and other rights to acquire from Magellan or
any  of  its subsidiaries and obligations of Magellan or any of its subsidiaries
to  issue, any capital stock, or securities convertible into or exchangeable for
capital  stock  or  voting securities of Magellan as of June 30, 2000 are as set
forth  in  Magellan's unaudited financial statements as of and for the three and
six month periods ended June 30, 2000, a copy of which has been provided to True
Fiction  and  is  annexed  hereto  as  Exhibit  3.02.

3.03     AUTHORIZATION:  VALIDITY  AND  EFFECT  OF AGREEMENTS.  Magellan has the
requisite  corporate  power and authority to execute and deliver this Agreement.
The  consummation  by  Magellan of the transactions contemplated hereby has been
duly authorized by all requisite corporate action and the issuance of the Common
Stock to True Fiction's shareholders has been approved by the board of directors
of  Magellan at a meeting held October 10, 2000.  This Agreement constitutes the
valid and legally binding obligation of Magellan, enforceable in accordance with
its  terms,  subject  to  applicable bankruptcy, insolvency, moratorium or other
similar  laws  relating  to  creditors' rights and general principles of equity.

3.04     NO VIOLATION. To the best of Magellan's knowledge neither the execution
and  delivery by Magellan of this Agreement, nor the consummation by Magellan of
the  transactions contemplated hereby in accordance with the terms hereof, will:
(i)  conflict  with  or  result in a breach of any provisions of the Articles of
Incorporation or Bylaws of Magellan (ii) violate, or conflict with, or result in
a  breach  of  any provision of, or constitute a default (or an event which with
notice or lapse of time or both, would constitute a default) under, or result in
the  termination  or in a right of termination or cancellation of, or accelerate
the  performance  required  by,  or  result  in the triggering of any payment of
compensation  under,  or  result in the creation of any lien, security interest,
charge  or  encumbrance ("Lien") upon any of the material properties of Magellan
or  its  subsidiaries  under,  or  result  in  being declared void, voidable, or
without  further  binding  effect, any of the terms, conditions or provisions of
any  note,  bond,  mortgage,  indenture,  deed of trust or any material license,
franchise  permit, lease, contract, agreement or other instrument, commitment or

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obligation to which Magellan or any of Magellan's subsidiaries is a party, or by
which  Magellan  or  any  of  Magellan's subsidiaries or any of their respective
properties  is  bound or affected, except for any of the foregoing matters which
would not have a material adverse effect on the business, results of operations,
financial  condition  or  prospects  of Magellan and its subsidiaries taken as a
whole  ("Magellan Material Adverse Effect");  or   (iii)  other than the filings
required  under  the  Securities  Exchange  Act  of  1934, ("Exchange Act"), the
Securities  Act or applicable state securities and "Blue Sky" laws or filings in
connection  with  the  maintenance  of its qualification to do business in other
jurisdictions,  and  the  filings contemplated by Section 5.02 of this Agreement
(collectively,  "Regulatory Filings"), require any material consent, approval or
authorization  of,  or  declaration,  filings or registration with, any domestic
governmental  or regulatory authority, the failure to obtain or make which would
have  a  Magellan  Material  Adverse  Effect.

3.05     DOCUMENTS.  Magellan  has  delivered  to  True  Fiction  the  following
documents:

-     Audited  financial  statements  for  the  year  ended  December  31, 1999;
-     Form  10Q  dated  August  14,  2000  which  included  unaudited  financial
statements  for  the  three  and  six  month  periods  ended  June  30,  2000
-     Form  8K  dated  April  4,  2000;
-     Form  8K  dated  April  24,  2000  (Amended  July  12,  2000).


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                                 OF TRUE FICTION

True  Fiction  represents  and  warrants  to  Magellan  as  of  the date of this
Agreement  and  as  of  the  Effective  Time  as  follows:

4.01     EXISTENCE;  GOOD  STANDING;  CORPORATE  AUTHORITY; COMPLIANCE WITH LAW.
True  Fiction  is  a corporation duly incorporated, validly existing and in good
standing  under the laws of the jurisdiction of its incorporation.  True Fiction
is  duly  qualified  as  a  foreign  corporation  to  do business and is in good
standing in each jurisdiction in which the character of its properties occupied,
owned or held under lease or the nature of its business makes such qualification
or  licensing necessary.  The copies of True Fiction's Articles of Incorporation
and  Bylaws  previously  delivered to Magellan are true and correct and have not
since  been  amended, modified or rescinded except as may have occurred pursuant
to  Section  6.01  (d)  herein.

4.02     AUTHORIZATION, VALIDITY AND EFFECT OF AGREEMENTS.  True Fiction has the
requisite  corporate  power and authority to execute and deliver this Agreement.
The  consummation  by  True  Fiction of all transactions contemplated hereby has
been  duly  authorized by the approval of the Board of Directors and is required
to  be  approved  by  the  shareholders  of True Fiction and such approvals were
obtained by shareholder consent and meeting of the Board of Directors on October
10,  2000.  This  Agreement constitutes the valid and legally binding obligation
of True Fiction, enforceable in accordance with its terms, subject to applicable
bankruptcy,  insolvency, moratorium or other similar laws relating to creditors'
rights  and  general  principles  of  equity.

4.03     CAPITALIZATION.  The  authorized capital stock of True Fiction consists
of  10,000,000shares  of  $0.001  par value common stock and no other classes of
stock,  common  or  preferred,  or  other securities.  There are 1,000 shares of
common  stock  issued  and  outstanding  as of October 11, 2000.  All issued and
outstanding  shares  of  common stock are duly authorized, validly issued, fully
paid, non-assessable and free of preemptive rights.  True Fiction is not a party
to  or  bound  by  any written or oral contract or agreement which grants to any
person  an  option,  warrant  or  right  of  first refusal or other right of any
character  to  acquire  at any time, or upon the happening of any stated events,
any  shares of or interest in True Fiction, whether or not presently authorized,
issued  or  outstanding.  There  are  outstanding (i) no other shares of capital
stock  or  other  voting  securities of True Fiction, (ii) no securities of True
Fiction  or  any of its subsidiaries convertible into or exchangeable for shares
of capital stock or voting securities of True Fiction, (iii) except for Series A
Senior  Subordinated  Convertible  Debentures  ("True  Fiction  Debentures")  no
options or other rights to acquire from True Fiction or any of its subsidiaries,
and  no  obligations  of  True  Fiction or any of its subsidiaries to issue, any
capital  stock, voting securities or securities convertible into or exchangeable
for  capital  stock  or  voting  securities  of True Fiction, and (iv) no equity
equivalents, interest in the ownership or earnings of True Fiction or any of its
subsidiaries  or  other similar rights.  There are no outstanding obligations of
True  Fiction  or  any  of  its  subsidiaries to repurchase, redeem or otherwise
acquire  any  securities  of  True  Fiction.

4.04     NO  VIOLATION.  Neither  the  execution and delivery by True Fiction of
this  Agreement  nor  the  consummation  by  True  Fiction  of  the transactions
contemplated  hereby in accordance with the terms hereof will: (i) conflict with
or  result  in  a  breach  of any provisions of the Articles of Incorporation or
Bylaws  of  True Fiction or its subsidiaries, (ii) violate, or conflict with, or

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result  in  a  breach  of any provision of, or constitute a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the termination or in a right of termination or cancellation of, or
accelerate  the  performance  required  by,  or  result in the triggering of any
payment or compensation under, or result in the creation of any Lien upon any of
the  properties  of  True  Fiction or its subsidiaries under, or result in being
declared  void,  voidable,  or without further binding effect, any of the terms,
conditions  or  provisions of any note, bond, mortgage, indenture, deed of trust
or  any material license, franchise, permit, lease, contract, agreement or other
instrument,  commitment  or obligation of which True Fiction or its subsidiaries
is  a  party,  or  by  which  True  Fiction  or its subsidiaries or any of their
respective  properties  or  assets  is  bound or affected, except for any of the
foregoing  matters  which,  singularly  or  in  the aggregate, would not have an
adverse  effect  on the business of True Fiction ("True Fiction Material Adverse
Effect");  (iii)  other  than  the  Regulatory  filings,  require  any  material
consent,  approval  or  authorization of, or declaration, filing or registration
with,  any  domestic governmental or regulatory authority, the failure to obtain
or  make  which would have a True Fiction Material Adverse Effect, as defined in
Section  7.01(c)  below,  or  (iv)  violate any order, writ, injunction, decree,
statute,  rule or regulation applicable to True Fiction, any of its subsidiaries
or  any  of their assets, except for violations which in the aggregate would not
have  a  True Fiction Material Adverse Effect or materially adversely affect the
ability  of  True  Fiction  to  consummate  the  Merger.

4.05     DOCUMENTS.  True  Fiction  has  delivered  to  Magellan  the  following
documents:

1.     Unaudited  financial  statements  from  inception through ______________,
2000.
2.     Subscription  Agreement,  Debenture  Agreement  and  other  documentation
relating  to  the  True  Fiction Debentures  issued to accredited investors in a
private  placement  offering  of  True  Fiction's  securities.
3.     List  of  Assets

4.06     ASSETS  AND  LIABILITIES.  True  Fiction hereby represents and warrants
that  it  has  no  contingent  or  other  liabilities other than those listed in
Exhibit  4.06 annexed hereto.  The assets owned by True Fiction, as set forth in
Exhibit 4.06(a) annexed hereto, at the Effective Time shall be free and clear of
any  and  all  liens,  claims  or  other  encumbrances.

4.07     MATERIAL  CONTRACTS.  True  Fiction hereby represents and warrants that
all  of  the  material  contracts which are essential to its business ("Material
Contracts")  are set forth in Exhibit 4.07.  True Fiction further represents and
warrants that all the Material Contracts as set forth in Exhibit 4.07 are valid,
binding  and  enforceable  according  to  their  terms against each party to the
contracts.


                                    ARTICLE V
               REPRESENTATIONS AND WARRANTIES OF ROMANO AND SHANE

Romano  and  Shane  represent  and  warrant  to  Magellan as of the date of this
Agreement  and  as  of  the  Effective  Time  as  follows:

5.01     OWNERSHIP.  Romano  and Shane own beneficially and of record the shares
of  True  Fiction  free  and  clear  of  any  liens  and  encumbrances.

5.02     ENFORCEABILITY.  Romano  and  Shane  have  full  power,  capacity  and
authority  to  execute  this  Agreement and such other agreements, documents and
instruments  called  for  by  this  Agreement,  to  make  the  representations,
warranties  and covenants herein and to perform his obligations hereunder.  This
Agreement  is  duly executed and is a legal and binding obligation of Romano and
Shane,  enforceable  according to its terms, except as to the effect, if any, of
applicable  bankruptcy  insolvency, moratorium or other similar laws relating to
creditors  rights  and  general principles of equity.  Neither the execution and
delivery by Romano and Shane of this Agreement or the consummation by Romano and
Shane  of  the  transactions  contemplated  by  this Agreement will (i) violate,
conflict  with  or  result  in  the  breach of any provision of, or constitute a
default  under,  or  result  in  the termination or in a right of termination or
cancellation of, or accelerate the performance required by Romano or Shane under
any  material  agreement,  lease,  note  or  other  restriction,  encumbrance,
obligation  or  liability to which Romano or Shane is a party or by which either
is  bound;  or  (ii)  result  in  the  creation  or  imposition  of  any lien or
encumbrance  on  any  of  Romano  or  Shane's  shares  of  True  Fiction.


                                   ARTICLE VI
                                    COVENANTS

6.01     CONDUCT  OF  BUSINESS.  From and after the date of this Agreement until
the  Effective  Time  or  this  Agreement  is  terminated,  unless  Magellan has
consented  in  writing  thereto,  True Fiction, and, with respect to (e) and (f)
below,  Magellan  and  True  Fiction:

a)     Shall,  and  shall  cause  its  subsidiaries  to,  conduct its operations
according  to  its  usual, regular and ordinary course in substantially the same
manner  as  heretofore  conducted;
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b)     Shall  use  reasonable  efforts,  and shall cause its subsidiaries to use
reasonable  efforts,  to preserve intact its business organization and goodwill,
keep  available  the  services  of  its  officers  and  employees  and  maintain
satisfactory relationships with those persons having business relationships with
it;

c)     Shall  confer  on  a  regular  basis  with one or more representatives of
Magellan  to  report  operational  matters  of  materiality and any proposals to
engage  in  material  transactions;

d)     Shall  not  amend  its  Articles  of  Incorporation  or  By  Laws.

e)     Shall  promptly notify the other parties hereto of any material emergency
or  other  material  change in the condition (financial or otherwise), business,
properties,  assets,  liabilities,  prospects  or  the  normal  course  of  its
businesses  or  in  the  operation of its properties, any material litigation or
material  governmental complaints, investigations or hearings (or communications
indicating  that  the  same  may be contemplated), or the breach in any material
respect  of  any  representation  or  warranty  contained  herein;

f)     Shall  promptly  deliver  to  the  other  parties hereto true and correct
copies  of any report, statement or schedule filed with or delivered to the SEC,
any  other  Governmental  entity  (other  than  routine  corporate tax and other
filings  in  the ordinary course of business) or any shareholder of True Fiction
or  Magellan,  as  the  case  may  be, subsequent to the date of this Agreement;

g)     Shall  not  (i) issue, sell or pledge, or agree to issue, sell or pledge,
any  shares of its capital stock, effect any stock split or otherwise change its
capitalization as it existed on the date hereof, (ii) grant, confer or award any
option,  warrant,  conversion  right or other right to acquire any shares of its
capital  stock  or grant any right to convert or exchange any securities of True
Fiction for Common Stock, (iii) increase any compensation or enter into or amend
any  employment  agreement  with  any  of  its  present  or  future  officers or
directors,  other  than  in the ordinary course of True Fiction's business, (iv)
adopt  any  new employee benefit plan, other than in the ordinary course of True
Fiction's  business (including any stock option, stock benefit or stock purchase
plan) or amend any existing employee benefit plan in any material respect, other
than in the ordinary course of business, except, in each case, for changes which
are  less  favorable  to  participants  in  such  plans or as may be required by
applicable  law,  or  (v) amend any Officer Employment Agreement or increase any
compensation  payable  pursuant  to  such  Officer  Employment  Agreements;

h)     Shall  not (i) except in the normal course of business as consistent with
prior  practice,  declare, set aside or pay any dividend (whether in cash, stock
or  property)  or  make  any  other  distribution or payment with respect to any
shares  of  its capital stock or (ii) directly or indirectly redeem, purchase or
otherwise acquire any shares of its capital stock or make any commitment for any
such  action;

i)     Shall  not, and shall not permit its subsidiaries to, agree in writing to
take or otherwise take (i) any of the foregoing actions or (ii) any action which
would  make  any  representation  or  warranty  of True Fiction herein untrue or
incorrect.


6.02     FILINGS;  OTHER  ACTION.  Subject  to  the  terms and conditions herein
provided,  True  Fiction  and Magellan shall:  (i) use all reasonable efforts to
cooperate  with  one another in (a) determining which filings are required to be
made prior to the Effective Time with, and which consents, approvals, permits or
authorizations  are  required  to  be obtained prior to the Effective Time from,
governmental or regulatory authorities of the United States, the several states,
and  other  jurisdictions  in connection with the execution and delivery of this
Agreement  and  the consummation of the transactions contemplated hereby and (b)
timely  making all such filings and timely seeking all such consents, approvals,
permits  or  authorizations;  and  (ii) use best efforts to take, or cause to be
taken, all other action and do, or cause to be done, all other things necessary,
proper  or  appropriate  to  consummate  and  make  effective  the  transactions
contemplated  by  this Agreement.  If, at any time after the Effective Time, any
further  action  is  necessary  or  desirable  to  carry out the purpose of this
Agreement,  the proper officers and directors of Magellan and True Fiction shall
use  best  efforts  to  take  all  such  necessary  action.

6.03     DUE DILIGENCE REVIEW.  From the date hereof to the Effective Time, each
of  Magellan  and  True  Fiction shall allow all designated officers, attorneys,
accountants  and other representatives of Magellan and True Fiction, as the case
may be, access at all reasonable times to the records and files, correspondence,
audits  and  properties,  as well as to all information relating to commitments,
contracts,  titles  and  financial  position,  or  otherwise  pertaining  to the
business  and  affairs  of  Magellan,  True  Fiction  and  their  subsidiaries.

For  the  purpose  of  conducting their respective due diligence investigations,
each party will make available to the other for examination and reproduction all
documents  and  data  of every kind and character relating to this Agreement and
the transactions contemplated hereby, in possession or control of, or subject to
reasonable  access  by either party.  All such due diligence investigation shall
be  completed  and  each  party  shall  notify  the  other  in  writing  of  the
satisfaction  or  removal  of this due diligence review condition on or prior to
the  Effective  Time.
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Upon mutual agreement of the parties, additional time may be allowed to complete
such  due  diligence  investigation.  Should  a party ("Reviewing Party") become
aware  of  any  information during its due diligence investigation which, in the
opinion  of  the  Reviewing  Party,  could  have material adverse impact on this
Agreement and/or the transactions contemplated hereby, the Reviewing Party shall
immediately  notify  the  other  party  ("Receiving  Party")  in writing of such
information  and  the concerns which such information has caused.  The Receiving
Party  shall  have  a reasonable time to respond to those concerns. In the event
that the concerns cannot be resolved to the satisfaction of the Reviewing Party,
the  Reviewing  Party  shall  have the right to terminate this Agreement without
further liability hereunder. Each party shall bear the costs and expenses of its
own  due  diligence  investigation hereunder, including the fees and expenses of
professional  advisors

6.04     INDEMNIFICATION.

a)     (i)     After  the  Effective Time, Magellan shall, to the fullest extent
permitted,  indemnify, defend and hold harmless the present and former directors
and  officers  of  Magellan  and  True  Fiction  and  any subsidiaries and their
respective  heirs,  executors,  administrators  and  legal  representatives
(individually,  an  "Indemnified  Party"  and,  collectively,  the  "Indemnified
Parties")  against  all losses, expenses, claims, damages or liabilities arising
out  of  actions  or  omissions  occurring  on  or  prior  to the Effective Time
(including,  without  limitation, acts or omissions relating to the transactions
contemplated by this Agreement (collectively "Losses")).  In connection with the
foregoing obligations from and after the Effective Time, Magellan shall bear the
cost  of  expenses  incurred  in  defending  against  any  claim,  action, suit,
proceeding  or  investigation  arising  out  of  any  alleged  acts or omissions
occurring on or prior to the Effective Time (including, without limitation, acts
or  omissions  relating  to the transactions contemplated by this Agreement), as
incurred  to  the  fullest extent permitted under applicable law.  All rights to
indemnification,  including  provisions  relating  to  advances,  expenses  and
exculpation  of director liability, existing in favor of the Indemnified Parties
as  provided  in  Magellan's  or  True  Fiction's  Articles of Incorporation and
Bylaws,  as  in effect as of the date of this Agreement, with respect to matters
occurring  through  the Effective Time, will survive the Effective Time and will
continue  in  full  force  and  effect.

(ii)     Any  Indemnified  Party  will  promptly  notify  Magellan of any claim,
action,  suit,  proceeding  or  investigation  for  which  such  party  may seek
indemnification under this Section (a "Third Party Claim").  In the event of any
such  Third  Party Claim, (x) within twenty (20) days of receipt of such notice,
Magellan  will  have  the right to assume the defense thereof, and Magellan will
not  be  liable  to  such  Indemnified  Parties  for any legal expenses of other
counsel  or  any  other  expenses  subsequently  incurred  thereafter  by  such
Indemnified  Parties  in  connection  with  the defense thereof, except that all
Indemnified  Parties  (as  a  group)  will have the right to retain one separate
counsel,  acceptable  to  such  Indemnified  Parties,  as  the  expense  of  the
Indemnifying  Party if the named parties to any such proceeding include both the
Indemnified  Party  and  Magellan  and the representation of such parties by the
same  counsel would be inappropriate due to a conflict of interest between them,
and  each  Indemnified  Party  will have the right to retain a separate counsel,
acceptable  to such Indemnified Party, at the expense of the Indemnifying Party,
if  representation  of such Indemnified  Party and the other Indemnified Parties
as a group would be inappropriate due to a conflict of interest between them and
(y)  the  Indemnified  Parties will cooperate in the defense of any such matter.
If  Magellan  fails  to  take action within twenty (20) days as set forth in (x)
above,  then  the  Indemnified  Party shall have the right to pay, compromise or
defend  any  Third  Party  Claim  and to assert the amount of any payment on the
Third Party Claim plus the expense of defense or settlement as a Loss.  Magellan
will  not  be  liable  for  any  settlement  affected  without its prior written
consent,  unless  it has failed to take action within the twenty (20) day period
after  receipt  of  notice  as  set forth above.  Notwithstanding the foregoing,
Magellan  will  not  have any obligation under this Section 5.04 to indemnify an
Indemnified  Party  when  and  if  a  court of competent jurisdiction ultimately
determines  and  such  determination  becomes final, that the indemnification of
such  Indemnified  Party  in  the  manner  contemplated  hereby is prohibited by
applicable  law.

b)     Magellan  shall  pay  all  reasonable  expenses,  including  reasonable
attorneys'  fees,  that  may be incurred by any Indemnified Parties in enforcing
the  indemnity  and  other  obligations  provided  for  in  this  Section  6.04.

c)     The  rights  of  each Indemnified Party hereunder shall be in addition to
any  other  rights  such  Indemnified  Party  may  have  under  the  Articles of
Incorporation  or  by  laws  of Magellan, under the Nevada Statute or otherwise.
The  provisions  of this Section shall survive the consummation of the Effective
Time  and  expressly are intended to benefit each of the Indemnified Parties and
will  be  binding  on  all  successors  and  assigns  of  Magellan.

6.05     FURTHER ACTION.  Each party hereto shall, subject to the fulfillment at
or  before the Effective Time of each of the conditions of performance set forth
herein  or  the  waiver  thereof,  perform  such  further  acts and execute such
documents  as  may  be  reasonably  required  to  effect  the  Effective  Time.
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<PAGE>

6.06     EXPENSES.  Whether  or not the Effective Time is consummated, except as
provided  in  Section 8.02 hereof or as provided otherwise herein, all costs and
expenses  incurred  in  connection  with  this  Agreement  and  the transactions
contemplated  hereby  shall  be  paid  by  the  party  incurring  such expenses.


6.07     PUBLICITY.  The  initial press release relating to this Agreement shall
be a joint press release and thereafter True Fiction and Magellan shall, subject
to  their  respective  legal  obligations  (including  requirements  of  the OTC
Bulletin  Board  stock  exchanges  and other similar regulatory bodies), consult
with  each other, and use reasonable efforts to agree upon the text of any press
release,  before  issuing  any  such  press  release  or otherwise making public
statements  with  respect  to the transactions contemplated hereby and in making
any  filings with any federal or state governmental or regulatory agency or with
OTC  Bulletin  Board,  or any national securities exchange with respect thereto.

6.08     BEST  EFFORTS  TO  EXECUTE  AGREEMENT.  The parties hereto agree to use
their  best  efforts  to  execute this Agreement on or before November 20, 2000.


                                   ARTICLE VII
                           CONDITIONS TO CONSUMMATION
                              OF THE SHARE EXCHANGE

7.01     CONDITIONS  TO  EACH  PARTY'S  OBLIGATION TO EFFECT THE SHARE EXCHANGE.
The  respective  obligations  of  each  party  to  effect the Share Exchange are
subject to the satisfaction or waiver, where permissible, prior to the Effective
Time,  of  the  following  conditions:

a)     This Agreement shall have been approved by the Board of Directors of True
Fiction  and  the  affirmative  vote  of the shareholders of True Fiction by the
requisite  vote in accordance with applicable law, if required, and by the Board
of  Directors of Magellan by resolution in accordance with applicable law.  Each
of  the consents and resolutions set forth on Schedule 7.01(a), 7.01 (a) (1) and
7.01  (a)  (2)  hereto  shall  have  been  obtained.

b)     No  statute,  rule,  regulation,  executive  order, decree, injunction or
other  order  (whether  temporary,  preliminary  or  permanent), shall have been
enacted, entered, promulgated or enforced by any court or governmental authority
which  is  in  effect  and has the effect of prohibiting the consummation of the
Effective  Time; provided, however, that each of the parties shall have used its
best efforts to prevent the entry of any injunction or other order and to appeal
as  promptly  as  possible  any  injunction  or other order that may be entered;

c)     True  Fiction,  on  or before the Effective Time shall have completed the
issuance  of  the  True  Fiction  Debentures in the face amount of $1,000,000 to
,  a Colorado limited liability company, upon the terms and conditions set forth
in  the  Subscription Agreement and other documentation relating to the issuance
of  the True Fiction Debentures.  Subject to and upon the Effective Time of this
Agreement,  Magellan  agrees  to  assume the liabilities and obligations of True
Fiction  under  the  True  Fiction  Debentures  including  the obligation to pay
principal  and  interest  on the Debentures.  On or prior to the Effective Time,
True  Fiction  shall  secure,  in  writing,  from all of the holders of the True
Fiction  Debentures,  their  consent  to Magellan's assumption of True Fiction's
liability  and  obligations  under  the terms and conditions of the True Fiction
Debentures.

d)     True  Fiction  shall  deliver  the  legal  opinion  of  its  counsel,
substantially  in the form annexed hereto as Exhibit 7.01 (d) and Magellan shall
deliver  the  legal  opinion  of  its counsel, substantially in the form annexed
hereto  as  Exhibit  7.01(d)(1).
e)     At  the  Effective Time, True Fiction shall have executed all agreements,
documents  and  instruments  necessary  to  effectuate  the issuance of the True
Fiction  Debentures.
f)     An Employment Agreement between Magellan or its affiliates and Romano and
Magellan  or  its  affiliates  and  Shane  shall  have been executed in the form
attached  hereto  as  Exhibit  7.01  (f)  and  Exhibit  7.01  (f)  (1).

g)     Each party shall have completed its due diligence review and notified the
other  in  writing  of  the  satisfaction or removal of the due diligence review
condition  in  accordance  with  Article  6.03  of  this  Agreement.

                                  ARTICLE VIII
                         TERMINATION; AMENDMENT; WAIVER

8.01     EFFECTIVE  TIME AND TERMINATION.  Except as otherwise set forth in this
Section  8.01,  this Agreement shall  close by no later than 11:59 p.m. Seattle,
Washington,  October  22,  2000,  provided  that  either  party  may extend this
Agreement  for an additional seven (7) day period by written notice to the other
party prior to the Effective Time.  This Agreement shall terminate if not closed

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<PAGE>

by  11:59  p.m.,  Seattle,  Washington,  October 22, 2000 or October 29, 2000 if
extended  by either party.  Notwithstanding the foregoing and/or the approval of
this Agreement by the shareholders of True Fiction and the Board of Directors of
Magellan,  this Agreement may be terminated and the Effective Time  contemplated
hereby  may  be  abandoned  at  any  time  prior  to  the  Effective  Time:

a)     By  mutual written consent, duly authorized by their respective Boards of
Directors,  by  Magellan  and  True  Fiction;
b)     By  either  Magellan  or  True  Fiction:
(i)     if  any  court  of competent jurisdiction or any other governmental body
shall  have  issued  an  order,  decree  or  ruling  or  taken  any other action
permanently  enjoining,  restraining  or  otherwise  permanently prohibiting the
Effective  Time and such order, decree, ruling or other action shall have become
final  and  non-appealable;
(ii)     if, upon a vote at a duly held meeting or upon any adjournment thereof,
the  shareholders  of  True Fiction and the Board of Directors of Magellan shall
have  failed  to  give  any  required  approvals;  or
c)     By  Magellan  if  True  Fiction  shall  have  breached  any  of  its
representations  and warranties or covenants contained herein and if such breach
or  breaches,  either  individually  or  in  the  aggregate,  will  have, or are
reasonably likely to have, a material adverse effect on the business, results of
operations,  financial  condition  or prospects of True Fiction (a "True Fiction
Material  Adverse  Effect"),  unless,  in the case of a breach of covenant, such
failure  to  perform  has been caused by a breach of this Agreement by Magellan.
d)     By  True  Fiction  if  Magellan  shall  have  breached  any  of  its
representations  and warranties and such breach or breaches, either individually
or  in  the  aggregate,  will have, or are reasonably likely to have, a Magellan
Material  Adverse  Effect,  or  if  Magellan shall have breached in any material
respect  any  of its covenants contained herein, unless, in the case of a breach
of  any  covenant,  such  failure to perform has been caused by a breach of this
Agreement  by  True  Fiction;
8.02     EFFECT OF TERMINATION.  In the event of the termination and abandonment
of  this  Agreement  pursuant  to  Section  8.01, this Agreement, except for the
obligations  of  the parties pursuant to this Section 8.02 and the provisions of
Section  6.06,  shall  forthwith  become  void  and  have no effect, without any
liability  on  the part of any party or its directors, officers or shareholders;
provided  that  nothing  in  this  Section  8.02 shall relieve any party to this
Agreement  of  liability  for  breach  of  this  Agreement.

8.03     AMENDMENT.  To  the  extent permitted by applicable law, this Agreement
may  be  amended  by  the  parties, at any time before or after approval of this
Agreement and the share exchange by the shareholders of True Fiction  but, after
any  such  shareholder approval, no amendment shall be made that by law requires
further approval of such shareholders without the approval of such shareholders.
This  Agreement  may not be amended except by an instrument in writing signed on
behalf  of  all  the  parties.

8.04     EXTENSION;  WAIVER.  At  any  time  prior  to  the  Effective Time, the
parties  hereto  may  (i)  extend  the  time  for  the performance of any of the
obligations  or  other  acts  of  the  other  parties  hereto,  (ii)  waive  any
inaccuracies in the representations and warranties contained herein by any other
applicable  party  or in any document, certificate or writing delivered pursuant
hereto  by  any  other  applicable  party, or (iii) subject to the terms hereof,
waive  compliance  with any of the agreements or conditions of the other parties
contained  herein.  Any agreement on the part of any party to any such extension
or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.  The failure of a party to this Agreement to assert any of
its  rights  under this Agreement shall not constitute a waiver of those rights.

8.05     PROCEDURE  FOR CLOSING, TERMINATION, AMENDMENT, EXTENSION OR WAIVER.  A
termination  of  this  Agreement  pursuant to Section 8.01, an amendment of this
Agreement pursuant to Section 8.03 or an extension or waiver pursuant to Section
8.04  shall,  in  order  to  be  effective, require (a) in the case of Magellan,
action by its Board of Directors or the duly authorized designee of its Board of
Directors and (b) in the case of True Fiction, action by its Board of Directors.


                                   ARTICLE IX
                                  MISCELLANEOUS

9.01     NONSURVIVAL  OF  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS.  All
representations,  warranties  and  agreements  in  this  Agreement  or  in  any
instrument  delivered  pursuant  to  this  Agreement  shall be deemed to be only
conditions  to  the  Effective  Time  and  shall not survive the Effective Time,
provided,  however, that the representations and warranties contained in Section
1.04,  and  in  this  Article  IX  shall  survive  the  Effective  Time.

9.02     ASSIGNMENT,  BINDING  EFFECT;  BENEFIT; ENTIRE AGREEMENT.  Neither this
Agreement  nor  any  of  the rights, interests or obligations hereunder shall be
assigned by any of the parties hereto (whether by operation of law or otherwise)
without  the  prior  written  consent  of the other parties except that Magellan
shall  have  the  right,  at  its  sole  discretion, to assign and transfer this
Agreement  to  a  subsidiary  company  wholly owned by Magellan.  Subject to the
preceding  sentence, this Agreement shall be binding upon and shall inure to the
benefit  of  the  parties  hereto  and  their respective successors and assigns.
Notwithstanding anything contained in this Agreement to the contrary, nothing in

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<PAGE>

this  Agreement, expressed or implied, is intended to confer on any person other
than  the  parties  hereto  or  their  respective  heirs, successors, executors,
administrators  and  assigns,  any  rights, remedies, obligations or liabilities
under  or  by  reason  of  this  Agreement.  This  Agreement  and  any documents
delivered  by the parties in connection herewith constitute the entire agreement
among  the  parties  with respect to the subject matter hereof and supersede all
prior  agreements  and  understandings (oral and written) among the parties with
respect  thereto.  No  addition  to  or  modification  of  any provision of this
Agreement  shall  be  binding  upon  any party hereto unless made in writing and
signed  by  all  parties  hereto.

9.03     SEVERABILITY.  Any term or provision of this Agreement which is invalid
or  unenforceable  in  any  jurisdiction  shall,  as  to  that  jurisdiction, be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
rendering  invalid  or  unenforceable the remaining terms and provisions of this
Agreement  or otherwise affecting the validity or enforceability of any of   the
terms  or  provisions  of  this  Agreement  in  any  other jurisdiction.  If any
provision,  clause,  section  or  part  of  this  Agreement is so broad as to be
unenforceable, the provision, clause, section or part shall be interpreted to be
only  so broad as is enforceable, and all other provisions, clauses, sections or
parts  of  this  Agreement  which  can  be  effective without such unenforceable
provision, clause, section or part shall, nevertheless, remain in full force and
effect.

9.04     NOTICES.  Any notice required to be given hereunder shall be sufficient
if  in  writing, and sent by facsimile transmission and by courier service (with
proof of service), hand delivery or certified or registered mail (return receipt
requested  and  first-class  postage  prepaid),  addressed  as  follows:

          If  to  True  Fiction,  to

True  Fiction,  Inc.
          2893  Sea  Ride  Drive
          Malibu,  CA  90265
          Attn:  Anthony  Romano  and  Michel  Shane
Fax  #  310-457-9768

If  to  Tony  Romano

          Tony  Romano
          2893  Sea  Ride  Drive
          Malibu,  CA  90265
          Fax  #  310-457-9768


     If  to  Michel  Shane

     Michel  Shane
          2893  Sea  Ride  Drive
          Malibu,  CA  90265
          Fax  #  310-456-1166

If  to  Magellan,  to

Magellan  Filmed  Entertainment,  Inc.
8756  122nd  Avenue  NE
Kirkland,  WA  98033
Attn:  Pat  Charles,  President
Fax:  425-827-2216

With  a  copy  to:

Robert  C.  Laskowski
Attorney  At  Law
     S.W.  Fifth  Avenue,  Suite  1300
Portland,  OR  97204-1151
Fax:  503-226-6278

or  to such other address as any party shall specify by written notice so given,
and  such  notice  shall  be  deemed to have been delivered as of the date it is
telecommunicated,  personally  delivered  or  mailed.

9.05     GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
accordance  with  the laws of the State of Nevada without regard to its rules of
conflict  of  laws.

9.06     ARBITRATION.  Any  controversy  or  claim arising out of or relating to
this  Agreement, or the breach thereof, shall be settled under the with rules of
the  American  Arbitration  Association  with  venue in King County  Washington.

9.07     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.

9.08     COUNTERPARTS  AND FACSIMILE SIGNATURES.  This Agreement may be executed
by  the  parties hereto in separate counterparts, each of which when so executed
and  delivered  shall  be  an original, but all such counterparts shall together
constitute  one  and  the  same  instrument.  Each  counterpart may consist of a

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<PAGE>

number  of copies of this Agreement each of which may be signed by less than all
of the parties hereto, but together all such copies shall constitute one and the
same  instrument.  Execution  and  delivery  of  this  Agreement  by exchange of
facsimile  copies  bearing  the  facsimile  signature  of  a  party hereto shall
constitute  a valid and binding execution and delivery of this Agreement by such
party.  Such  facsimile  copies shall constitute enforceable original documents.

9.09     CERTAIN  DEFINITIONS.  For  purposes  of  this Agreement, the following
terms  shall  have  the  meanings  ascribed  to  them  below:
a)     "Affiliate"  of  a  person  means  a  person that directly or indirectly,
        ---------
through  one  or  more  intermediaries,  controls, is controlled by, or is under
common  control  with,  the  first-mentioned  person.
b)     "Control"  (including the terms "controlling", "controlled by" and "under
        -------
common  control with") means the possession, direct or indirect, of the power to
direct  or  cause  the  direction  of  the  management and policies of a person,
whether  through  ownership  of  voting  securities,  by contract, or otherwise.
c)     "Person"  means  a  natural  person,  company,  corporation, partnership,
        ------
joint  venture, association, trust, unincorporated organization or other entity.
d)     "Subsidiary"  of any person means a person in which such first referenced
        ----------
person  owns  directly  or  indirectly an amount of the voting securities, other
voting  ownership or voting partnership interest which is sufficient to elect at
least a majority of its Board of directors or other governing body (or, if there
are  no  such  voting  interest,  owns directly or indirectly 50% or more of the
equity  interest).

9.10     WAIVERS.  Except  as  provided  in  this  Agreement,  no  action  taken
pursuant  to this Agreement, including, without limitation, any investigation by
or  on  behalf of any party, shall be deemed to constitute a waiver by the party
taking such action of compliance with any representations, warranties, covenants
or  agreements  contained in the Agreement.  The waiver by any party hereto to a
breach  of any provision hereunder shall not operate or be construed as a waiver
of  any prior or subsequent breach of the same or any other provision hereunder.

9.11     U.S.  FUNDS.  All  monetary  amounts  set  forth  herein  are stated in
currency  of  the Untied States of America unless otherwise specifically stated.

9.12     INCORPORATION  OF  EXHIBITS.  All  Exhibits and annexes attached hereto
and referred to herein are hereby incorporated herein and made a part hereof for
all  purposes  as  if  fully  set  forth  herein.

9.13     INTERPRETATION.  In  this  Agreement,  unless  the  context  otherwise
requires, words describing the singular number shall include the plural and vice
versa,  words  denoting  any gender shall include all genders and words denoting
natural  persons  shall  include  corporations  and partnerships and vice versa.


                                      122
<PAGE>


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



THIS  SPACE  LEFT  BLANK  INTENTIONALLY  -  SIGNATURE  PAGES  FOLLOW






          MAGELLAN  FILMED  ENTERTAINMENT,  INC.

          By:    s/Patrick  F.  Charles
                 -----------------------------
               Patrick  F.  Charles,  President


          TRUE  FICTION,  INC.

          By:  s/Michel  Shane
               -------------------------------
               Michel  Shane,  President


          TONY  ROMANO



          By:  s/Tony  Romano
               ----------------------------
               Tony  Romano,  Individually


          MICHEL  SHANE


          By:  s/Michel  Shane
               ----------------------------
               Michel  Shane,  Individually

                                      123
<PAGE>
                      EXHIBITS TO SHARE EXCHANGE AGREEMENT
                                     BETWEEN
                       MAGELLAN FILMED ENTERTAINMENT, INC.
                                       AND
                                TRUE FICTION INC.



Exhibit  1.04  (b)     Registration  Rights  Agreement

Exhibit  3.02  -1     Audited  Financial  Statements  of  Magellan  Filmed
Entertainment,  Inc.  as  of  and  for  the  year  ended  December  31,  1999

Exhibit  3.02  -2     Unaudited  Financial  Statements  of  Magellan  Filmed
Entertainment, Inc. as of and for the three and six month periods ended June 30,
2000

Exhibit  4.06     List  of  True  Fiction'  Liabilities

Exhibit  4.06  (a)     List  of  True  Fiction'  Assets

Exhibit  4.07     True  Fiction  Material  Contracts

Exhibit  7.01  (a)     Consent  of  True  Fiction's  Directors

Exhibit  7.01  (a)  (2)     Consent  of  True  Fiction's  Shareholders

Exhibit 7.01 (a) (3)     Resolution of the Board of Directors of Magellan Filmed
Entertainment,  Inc.

Exhibit  7.01  (d)     Legal  Opinion  of  True  Fiction'  General  Counsel

Exhibit  7.01  (d)  (1)     Legal  Opinion  of  Magellan's  General  Counsel

Exhibit  7.01  (f)  (1)     Employment  Agreement  with  Tony  Romano

Exhibit  7.01(f)     Employment  Agreement  with  Michel  Shane


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