EXHIBIT  10(A)
                            SHARE EXCHANGE AGREEMENT

     This  Share  Exchange  Agreement (the "Agreement") is made and entered into
this  26th  day  of August, 2000, by and among Cimarron-Grandview Group, Inc., a
Washington  corporation ("Cimarron" or the "Company"), Full Moon Universe, Inc.,
a  California  corporation  ("Full  Moon"),  Charles Band, (Band)  and Albert M.
Zlotnick  ("Zlotnick").

     RECITALS

     A.     Cimarron  is  a corporation organized and existing under the laws of
the  State  of  Washington  and  has authorized capital consisting of 50,000,000
shares  of  no  par  value  common  stock  ("Cimarron  Common  Stock"), of which
16,856,527  shares  are  issued  and  outstanding.

     B.     Full  Moon is a corporation organized and existing under the laws of
the State of California and has authorized capital stock consisting of 1,000,000
shares of no par value common stock ("Full Moon Common Stock"), of which 100,000
shares  are  issued  and  outstanding.

     C.     The  Boards  of  Directors  of Cimarron and Full Moon deem it in the
best  interests  of  the  shareholders  of  their  respective  corporations that
Cimarron will acquire all of the outstanding shares of Full Moon Common Stock in
exchange for authorized but as yet unissued shares of Cimarron Common Stock (the
"Share  Exchange")  in  accordance  with  the  following  terms:

                                    ARTICLE 1
                                 Share Exchange

     1.1     Exchange  Ratio.  Each  outstanding share of Full Moon Common Stock
shall  be  surrendered  in exchange for shares of authorized but as yet unissued
Cimarron  Common  Stock.  At the Effective Date (as defined herein) of the Share
Exchange,  Cimarron  shall  be  owned  as  follows:

          (1)     Current  Full  Moon  shareholders         85  %
          (2)     Existing  Cimarron  shareholders          15  %

     Due  to the fact that additional Full Moon Common Stock may be issued prior
to  Effective  Date, there is no share exchange ratio set forth herein, but only
the  relative  percentages  that shall be owned by the shareholders of Full Moon
and  Cimarron  upon  Effective  Date  of  the  Share  Exchange.

     1.2     Treasury Shares.  Any shares of Full Moon Common Stock held in the
treasury of Full Moon on the Effective Date will  not be deemed to be issued or
outstanding for purposes of the Share Exchange. Such shares shall automatically
be  cancelled, and no shares of the  Cimarron  Common  Stock will be issued  in
respect  of  such  treasury  shares.

     1.3     Fractional  Shares.  No  fractional shares of Cimarron Common Stock
will  be  issued.  In  lieu  of  any  fractional  share,  Cimarron shall pay the
surrendering  holder  of  Full  Moon Common Stock cash equal to the value of the
fractional  share,  based  upon  the  book value of one whole share of Full Moon
Common  Stock  on  the  Effective  Date.

     1.4     Exchange of Shares.  On the Effective  Date, each holder  of one or
more shares of Full Moon  Common Stock shall surrender any and all  certificates
representing such  shares  to  Cimarron,  or its appointed agent, in such manner

<PAGE>  7
as Cimarron shall  reasonably  and  legally  require.  Upon  receipt of any such
certificate,   Cimarron   will  issue  in   exchange  therefore   a  certificate
representing the number of shares of Cimarron Common Stock the surrendering Full
Moon shareholder is entitled to receive pursuant to the  provisions  of  Article
1.1, above.

     1.5.     Exchange  Ratio  Adjustment.     The  parties acknowledge that the
exchange  ratios  set  forth  in  Article 1.1 are based on Full Moon's projected
after  tax  earnings.  In  the event that Full Moon's after tax earnings for the
period  from  January 1, 2001 through December 31, 2002 are less than $8,000,000
then  the  Exchange  Ratio  shall  be  adjusted  using  the  following  formula:
[1.00-(X/Y)]  x  .75  x  Z  =  A

     X  =  Actual  after  tax  earnings
     Y  =  Projected  after  tax  earnings  ($8,000,000)
     Z  =  Shares  issued  to  Full  Moon  in  Share  Exchange
     A  =  Full  Moon  Shares  to  be  cancelled

Any  accreted  after  tax  earnings  attributable  to  business  activities  not
currently  being  undertaken  by  Full  Moon (i.e. acquisition of other business
opportunities) shall not be counted in the calculation of after tax earnings for
the  purposes  of  this  Article  1.5.

                                    ARTICLE 2
                Representations and Warranties Regarding Cimarron

     Cimarron  hereby  represents  and  warrants  to  Full  Moon  as  follows:

     2.1     Organization  and  Qualification.  Cimarron  is  a corporation duly
organized,  validly  existing  and in good standing under the laws of Washington
and  has the requisite corporate power and authority to carry on its business as
it  is  now being conducted. Cimarron is duly qualified to do business and is in
good  standing  in  each  jurisdiction in which the character of its properties,
owned  or  leased,  or  the  nature  of  its activities makes such qualification
necessary, except where the failure to be so qualified or in good standing would
not  have  a  material  adverse  effect  on the business, financial condition or
results  of  operations  of  Cimarron  taken  as  a  whole  (a "Material Adverse
Effect").  Copies  of  the  Articles  of  Incorporation  and By-Laws of Cimarron
heretofore  delivered  to  Full  Moon  are  accurate and complete as of the date
hereof.

     2.2     Capitalization.  As  of  the  date  hereof,  the authorized capital
stock of Cimarron consists of 50,000,000 shares of no par value common stock, of
which  16,856,527  Shares  are  issued  and  outstanding.  There are no options,
warrants,  puts,  calls  or  other  rights,  agreements  or  commitments  of any
character  whatsoever  requiring  the  issuance, sale, transfer or repurchase by
Cimarron  of  any  shares  of  capital  stock  of  Cimarron  or  any  securities
convertible  into  or exchangeable or exercisable for, or otherwise evidencing a
right  to  acquire,  any  shares  of  capital  stock  of  Cimarron.  All  of the
outstanding  shares  of  capital stock of the Cimarron have been duly authorized
and  validly issued and are, except as set forth in Schedule 2.2, fully paid and
nonassessable  and are not subject to, nor were they issued in violation of, any
preemptive  rights.

     2.3     Authority.     Cimarron  has  the  requisite  corporate  power  and
authority  to  enter  into  this  Agreement  and  to  carry  out its obligations
hereunder.  The execution and delivery of this Agreement and the consummation of
the  transactions  contemplated  hereby  have been duly authorized by Cimarron's
Board  of  Directors  and,  except  for  Cimarron shareholder approval, no other
corporate  proceedings  on  the part of Cimarron are necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement has been duly

<PAGE>  8
executed and delivered by Cimarron and constitutes the valid and legally binding
obligation  of  Cimarron  enforceable  against  Cimarron  in accordance with its
terms.

     2.4     Financial Statements.  The audited financial statements of Cimarron
for  the  fiscal years ended 1998 and 1999, which have been previously delivered
to  Full  Moon,  present fairly in all material respects the financial position,
results  of  operations  and  changes  in  cash flow of Cimarron as of the dates
thereof  and  for  the  periods  indicated  therein in conformity with generally
accepted  accounting principles (except as otherwise indicated in such financial
statements  and  the  notes  thereto)  on a basis consistent with prior periods.
Except  as  and to the extent set forth on the balance sheet of Cimarron, at the
date  thereof,  Cimarron did not have any liabilities or obligations, direct, or
indirect,  whether  accrued,  absolute, contingent or otherwise ("Liabilities"),
except  for  Liabilities  that  will not have a Material Adverse Effect and that
will not have a material adverse effect on the ability of Cimarron to consummate
the  transactions  contemplated  hereby.

     2.5     Absence  of  Certain Changes.  Except as contemplated herein or set
forth  on  Schedule 2.5, since December 31, 1999, there has not occurred (i) any
material  adverse  change  in  the  business,  financial condition or results of
operations  of  Cimarron  or (ii) any loss or damage to any of the properties of
Cimarron  (whether or not covered by insurance) which has had or would be likely
to have a Material Adverse Effect. Except as set forth on Schedule 2.5, Cimarron
has  not  since  December  31,  1999:

(a)     paid  or declared any dividends or other distributions upon its stock or
redeemed,  purchased or otherwise acquired any of its shares of stock, except as
specifically  contemplated  by  this  Agreement;

(b)     sold,  assigned,  transferred,  mortgaged,  pledged,  subjected  to  any
material lien, adverse claim or other encumbrance or suffered any material lien,
adverse claim or other encumbrance on any of its material tangible or intangible
assets,  including  material  copyrights,  trademarks  trade  names, patents and
licenses,  except  in  the  ordinary  course  of  business;

(c)     made  any material changes in employee compensation or benefit plans and
programs,  except  in  the  ordinary course of business and consistent with past
employment  practices  or  as  required  by  agreement  or  law;

(d)     entered  into  any  other  material  transaction, except in the ordinary
course  of  business  or  as  specifically  contemplated  by  this  Agreement;

(e)     paid  or  incurred  any  material  obligation  or liability (absolute or
contingent),  except  obligations or liabilities incurred in the ordinary course
of  the operation of its business as carried on at and prior to the date of this
Agreement;

(f)     Canceled  without  payment  in  full  or compromised any material claim,
notes, loans or obligations or other rights of value receivable from any person,
except  in  the  ordinary  course  of  business;

(g)     issued  or  authorized the issuance of additional shares of stock or any
options,  warrants or rights to acquire any shares of its stock, as the case may
be,  or  made  any  contribution  to  the  equity  capital  of  any  entity.

(h)     terminated  or  made  any  material  amendment to any material contract,
lease, license or any other material agreement, except in the ordinary course of
business;  or

(i)     entered  into  any  agreement  or  understanding  to  do any of the
foregoing.
<PAGE>  9
     2.6     No  Violations;  Consents.

(a)     Neither the execution and delivery of this Agreement by Cimarron nor the
consummation of the transactions contemplated hereby, nor compliance by with any
of  the  provisions hereof will: (i) violate, conflict with, or result in breach
of  any  provision  of,  require  any  consent,  approval  or  notice  under, or
constitute  a  default (or an event which, with notice or lapse of time or both,
would  constitute a default) or result in a right of termination or acceleration
under  any  of the terms, conditions or provisions of (x) its charter or by-laws
or  (y)  any material note, bond, mortgage, indenture, deed of trust, agreement,
lien, contract or other instrument or obligation to which Cimarron or any of its
shareholders  is  a  party  or  to which any of them, or any of their respective
properties  or  assets,  may  be  subject or by which Cimarron is bound; or (ii)
subject  to  compliance with the statutes and regulations referred to in Section
2.4(b),  violate  any  judgment, ruling, order, writ, injunction, determination,
award,  decree, statute, ordinance, rule or regulation applicable to Cimarron or
any of its shareholders or any of their respective properties or assets (except,
in  the  case  of  each  of  clauses  (i)  and  (ii) above, for such violations,
conflicts,  breaches,  defaults,  terminations  or  accelerations  which, or any
consents,  approvals  or  notices which if not given or received, would not have
any  Material  Adverse Effect on the business, financial condition or results of
operations  of  Cimarron  taken  as  a  whole  or  on the ability of Cimarron to
consummate  the  transactions  contemplated  hereby).

(b)     There  is  (i)  no  legal  impediment  to Cimarron's consummation of the
transactions  contemplated by this Agreement, and (ii) no filing or registration
with,  or  authorization, consent or approval of, any domestic or foreign public
body  or  authority  is  necessary  for  the  consummation  by  Cimarron  of the
transactions  contemplated  by  this  Agreement;  except (i) for such filings or
registrations  which,  if  not  made,  or  for  such authorizations, consents or
approvals  which, if not received, would not have any material adverse effect on
the  business, financial condition or results of operations of Cimarron taken as
a  whole  or  on  the  ability  of  Cimarron  and to consummate the transactions
contemplated  hereby,  and  (ii)  for such filings, registration, authorization,
consent  or  approvals  as  may  be required by the provisions of the Securities
Exchange  Act  of  1934,  as  amended, and the rules and regulations promulgated
thereunder,  the  Hart-Scott-Rodino  Antitrust  Improvements  Act  of  1976,  as
amended, and the rules and regulations thereunder (the "Hart-Scott-Rodino Act"),
and  the  Washington  Business  Corporations  Act.

2.7.1     Litigation.  Except  as  disclosed  on  Schedule  2.7,  there  are  no
actions,  suits  Cimarron or its officers or directors in their capacity as such
which  are  reasonably  likely  to  have  a  Material  Adverse  Effect.

2.8     Taxes.  Except  as  set forth on Schedule 2.8, Cimarron has timely filed
or  caused  to  be  timely  filed with the appropriate Federal, state, local and
foreign  governmental  agencies,  all material tax returns, information returns,
forms  and  reports  required to be filed and have timely paid in full all taxes
shown  to  be due on or before the date hereof on such tax returns. For purposes
of  this  Agreement,  the  term  "tax" shall include all interest, penalties and
additions  to  tax  related thereto. Except as set forth in 2.8, no material tax
liens  have been filed and no material claims are being asserted in writing with
respect  to  the  assessment  or collection of any taxes. Except as set forth in
Schedule  2.8,  there  are  no  outstanding  agreements or waivers extending the
statutory  period  of limitation applicable to any material tax returns required
to be filed with respect to Cimarron. The Federal income tax returns of Cimarron
     have  been examined for all taxable years through the year ended 1999.  The
Federal  income  tax returns of Cimarron are not being audited as of the date of
the  execution  of  this  Agreement.  Cimarron  has  not  made any consent under
Section 341(f) of the Code. The accrued current liability for taxes (which shall
not  include  an  accrual  for the current portion of and deferred tax assets or

<PAGE>  10
liabilities)  in  the  balance sheet of Cimarron at December 31, 1999 adequately
provides  for  all unpaid taxes relating to the business, assets, and activities
of  Cimarron  for  periods  ending  on  or  prior  to  the  date  thereof.

     2.9     Change  of  Domicile.  In  connection  with  the  transactions
contemplated  hereby  Cimarron  shall  cause  the  domicile of the company to be
changed  to  the  state  of  Nevada.

     2.10     Brokerage  Fees.  Cimarron has not retained any financial adviser,
broker,  agent or finder or paid or agreed to pay any financial adviser, broker,
agent  or  finder  on  account of this Agreement or any transaction contemplated
hereby.

     2.11     Accuracy  of  Information  Furnished.  No  statement  by  Cimarron
contained  in  this  Agreement  or  furnished  to  Full Moon contains any untrue
statement  of  a  material  fact,  or  omits to state any material fact which is
necessary to make the statements contained herein, in light of the circumstances
under  which  they  were  made,  not  misleading.

                                     ARTICLE  3
                Representations  and  Warranties  of  Full  Moon

     Full  Moon  hereby  represents  and  warrants  to  Cimarron  as  follows:

     3.1     Organization  and  Qualification.  Full  Moon is a corporation duly
incorporated,  validly existing and in good standing under the laws of the State
of  California  and  has the requisite corporate power and authority to carry on
its  business  as  it is now being conducted.  Full Moon is duly qualified to do
business  and is in good standing in each jurisdiction in which the character of
its  properties,  owned  or  leased,  or the nature of its activities makes such
qualification  necessary, except where the failure to be so qualified or in good
standing  would  not  have  a material adverse effect on the business, financial
condition  or  results  of operations of Full Moon taken as a whole (a "Material
Adverse  Effect").  Copies  of  the  Articles  of  Incorporation and By-Laws, as
amended, of Full Moon previously delivered to Cimarron are accurate and complete
as  of  the  date  hereof.

     3.2     Capitalization.  As  of  the  date  hereof,  the authorized capital
stock of Full Moon consists of 1,000,000 shares of no par value common stock, of
which 100,000 shares are issued and outstanding. Except as set forth in Schedule
3.2,  there are no options, warrants, puts, calls or other rights, agreements or
commitments  of  any character whatsoever requiring the issuance, sale, transfer
or  repurchase  by  Full Moon of any shares of capital stock of Full Moon or any
securities  convertible  into,  or exchangeable or exercisable for, or otherwise
evidencing  a right to acquire, any shares of capital stock of Full Moon. All of
the  outstanding  shares of capital stock of Full Moon have been duly authorized
and validly issued and are fully paid and non-assessable and are not subject to,
nor  were  they  issued  in  violation  of,  any  preemptive  rights.

     3.3     Authority.  Full  Moon  has  the  requisite  corporate  power  and
authority  to  enter  into  this  Agreement  and  to  carry  out its obligations
hereunder.  Full Moon's Board of Directors has duly authorized the execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby.  Except for the approval by Full Moon's shareholders, no other corporate
proceedings  on  the part of Full Moon are necessary to authorize this Agreement
and  the  transactions  contemplated hereby or thereby.  This Agreement has been
duly  executed  and delivered by Full Moon and constitutes the valid and legally
binding obligation of Full Moon enforceable against Full Moon in accordance with
its  terms.



<PAGE>  11
     3.4     Financial  Statements.  The  unaudited financial statements of Full
Moon  for  the  six month period ended June 30, 2000, which have been previously
delivered  to  Cimarron,  present  fairly in all material respects the financial
position,  results of operations and changes in cash flow of Full Moon as of the
dates thereof and for the periods indicated therein in conformity with generally
accepted  accounting principles (except as otherwise indicated in such financial
statements  and  the  notes  thereto)  on a basis consistent with prior periods.
Except as set forth in Schedule 3.4 and except as and to the extent set forth on
the  balance  sheet  of  Full Moon, at June 30, 2000, Full Moon did not have any
liabilities  or  obligations,  direct,  or  indirect, whether accrued, absolute,
contingent  or  otherwise  ("Liabilities"), except for Liabilities that will not
have  a Material Adverse Effect and that will not have a Material Adverse Effect
on  the ability of Full Moon to consummate the transactions contemplated hereby.

     3.5     Absence  of  Certain Changes.  Except as contemplated herein or set
forth  on  Schedule  3.5,  since  June  30, 2000, there has not occurred (i) any
material  adverse  change  in  the  business,  financial condition or results of
operations  of  Full Moon or (ii) any loss or damage to any of the properties of
Full Moon (whether or not covered by insurance) which has had or would be likely
to  have  a  Material  Adverse Effect. Except as set forth on Schedule 3.5, Full
Moon  has  not  since  June  30,  2000:

(a)     paid  or declared any dividends or other distributions upon its stock or
redeemed,  purchased or otherwise acquired any of its shares of stock, except as
specifically  contemplated  by  this  Agreement;

(b)     sold,  assigned,  transferred,  mortgaged,  pledged,  subjected  to  any
material lien, adverse claim or other encumbrance or suffered any material lien,
adverse claim or other encumbrance on any of its material tangible or intangible
assets,  including  material  copyrights,  trademarks  trade  names, patents and
licenses,  except  in  the  ordinary  course  of  business;

(c)     made  any material changes in employee compensation or benefit plans and
programs,  except  in  the  ordinary course of business and consistent with past
employment  practices  or  as  required  by  agreement  or  law;

(d)     entered  into  any  other  material  transaction, except in the ordinary
course  of  business  or  as  specifically  contemplated  by  this  Agreement;

(e)     paid  or  incurred  any  material  obligation  or liability (absolute or
contingent),  except  obligations or liabilities incurred in the ordinary course
of  the operation of its business as carried on at and prior to the date of this
Agreement;

(f)     canceled  without  payment  in  full  or compromised any material claim,
notes, loans or obligations or other rights of value receivable from any person,
except  in  the  ordinary  course  of  business;

(g)     issued  or  authorized the issuance of additional shares of stock or any
options,  warrants or rights to acquire any shares of its stock, as the case may
be,  or  made  any  contribution  to  the  equity  capital  of  any  entity.

(h)     terminated  or  made  any  material  amendment to any material contract,
lease, license or any other material agreement, except in the ordinary course of
business;  or

     (i)     entered  into  any  agreement  or  understanding  to  do any of the
foregoing.

3.6     No  Violations;  Consents.


<PAGE>  12
(a)     Except  as set forth in Schedule 3.6, neither the execution and delivery
of  this  Agreement  by  Full  Moon  nor  the  consummation  of the transactions
contemplated  hereby,  nor  compliance  by  Full Moon with any of the provisions
hereof  will: (i) violate, conflict with, or result in a breach of any provision
of,  require  any consent, approval or notice under, or constitute a default (or
in  event  which,  with  notice  or  lapse  of  time or both, would constitute a
default) or result in a right of termination or acceleration under, or result in
the  creation  of any lien, security interest, charge or encumbrance upon any of
the  properties  or  assets  of  Full Moon under any of the terms, conditions or
provisions  of  (x)  its  Articles  of Incorporation or by-laws or (y) any note,
bond,  mortgage,  indenture,  deed  of trust, agreement, lien, contract or other
instrument  or  obligation  to which Full Moon is a party or to which any of its
respective  properties  or assets may be subject or by which Full Moon is bound;
(ii)  subject  to  compliance  with  the statutes and regulations referred to in
Section  3.6(b),  violate  any  judgment,   ruling,  order,   writ,  injunction,
determination,  award, decree, statute, ordinance, rule or regulation applicable
to  Full Moon or any of its properties or assets (except, in the case of each of
clauses  (i) and (ii) above, for such violations, conflicts, breaches, defaults,
terminations,  accelerations  or creations of liens, security interests, charges
or  encumbrances which, or any consents, approvals or notices which if not given
or received, individually or in the aggregate, would not have a Material Adverse
Effect);  or  (iii)  subject  to  compliance  with  the statutes and regulations
referred  to  in  Section  3.6(b),  cause  the  suspension  or revocation of any
authorization,  consent,  approval or License (as hereinafter defined) currently
in  effect  which  would  have  a  Material  Adverse  Effect.

(b)     (i)  there  is  no  legal  impediment to Full Moon's consummation of the
transactions  contemplated  by this Agreement and (ii) no filing or registration
with,  or authorization, consent or approval of, any public body or authority is
necessary  for  the  execution,  delivery  or  consummation  by Full Moon of the
transactions  contemplated  by  this  Agreement;  except (i) for such filings or
registrations  which,  if  not  made,  or  for  such authorizations, consents or
approvals  which,  if  not received, would not have a Material Adverse Effect or
would not materially adversely affect the ability of Full Moon to consummate the
transactions  contemplated  hereby,  and  (ii)  for  such filings, registration,
authorization,  consent  or  approvals  as may be required by the provisions the
Hart-Scott-Rodino  Act  and  the  California  Business  Corporations  Act.

     3.7     Litigation.  Except  as  disclosed  on  Schedule  3.7, there are no
actions,  suits or proceedings pending or, to the knowledge of the management of
Full  Moon,  threatened  against Full Moon or its officers or directors in their
capacity  as such which are reasonably likely to have a Material Adverse Effect.

     3.8     Taxes.  Except  as  set forth on Schedule 3.8, Full Moon has timely
filed  or  caused  to be timely filed with the appropriate Federal, state, local
and  foreign  governmental  agencies,  all  material  tax  returns,  information
returns, forms and reports required to be filed and have timely paid in full all
taxes  shown  to  be  due  on or before the date hereof on such tax returns. For
purposes of this Agreement, the term "tax" shall include all interest, penalties
and  additions  to  tax related thereto. Except as set forth in Schedule 3.8, no
material  tax liens have been filed and no material claims are being asserted in
writing with respect to the assessment or collection of any taxes. Except as set
forth  in Schedule 3.8, there are no outstanding agreements or waivers extending
the  statutory  period  of  limitation  applicable  to  any material tax returns
required  to  be filed with respect to Full Moon. The Federal income tax returns
of  Full  Moon  have  been examined for all taxable years through the year ended
1999.  The  Federal  income tax returns of Full Moon are not being audited as of
the date of the execution of this Agreement.  Full Moon has not made any consent
under Section 341(f) of the Code. The accrued current liability for taxes (which
shall  not include an accrual for the current portion of and deferred tax assets
or  liabilities)  in the balance sheet of Full Moon at June 30, 2000, adequately

<PAGE>  13
provides  for  all unpaid taxes relating to the business, assets, and activities
of  Full  Moon  for  periods  ending  on  or  prior  to  the  date  thereof.

     3.9     Licenses.  Full Moon (the "License Holder") duly hold all licenses,
franchises,  authorizations,  permits,  ordinances,  certificates,  consents and
approvals  (collectively,  the  "Licenses")  of  all  governmental or regulatory
agencies, whether Federal, state or local, necessary or appropriate to enable it
to  continue  to  conduct  its  business  in  all material respects as presently
conducted. Schedule 3.9 reasonably identifies each material License in effect on
the  date of this Agreement. Each of the foregoing Licenses is in full force and
effect  and  there  are  no  pending  modifications,  amendments  or  revocation
proceedings  that  would  have  a  Material  Adverse  Effect. All material fees,
including  material  franchise fees, due and payable to governmental authorities
pursuant  to  the  Licenses  have  been  paid  and  no event has occurred which,
individually  or  in  the aggregate, and with or without the giving of notice or
the  lapse  of time or both, would constitute grounds for revocation thereof and
would  have  a Material Adverse Effect. The License Holder is in compliance with
all  of the terms of the Licenses and the operation its business has been and is
being  conducted  in accordance with all applicable provisions of such Licenses,
except in each case for such matters of non-compliance which, individually or in
the  aggregate,  would not have a Material Adverse Effect. The License Holder is
not  in  material default under any License, and there is no material condition,
event or occurrence existing, or, to the best of Full Moon's knowledge after due
investigation,  any  proceeding threatened or being conducted, which would cause
the  termination, suspension, cancellation or non-renewal of any of the Licenses
and  which  termination,  suspension,  cancellation  or non-renewal would have a
Material  Adverse  Effect.

     3.10     Intellectual  Properties.  Schedule  3.10 sets forth a list of all
trademarks, trade names, service marks, copyrights or patents that Full Moon has
registered  with  the  United  States Patent and Trademark Office and the United
States Copyright Office (collectively, "Intellectual Properties"). Except as set
forth on Schedule 3.10, no proceedings have been instituted or, to the knowledge
of  Full  Moon,  are threatened which challenge the validity or the ownership of
the  Intellectual Properties. The Intellectual Properties owned by Full Moon are
in  full  force  and  effect  and,  to  the  knowledge  of Full Moon, are valid.

     3.11     Title  to  its  Property.  Full  Moon  leases  or   has  good  and
marketable  title  to  real  properties and leases and has good title to each of
their  other  material  properties,  operating  assets and the film inventory as
reflected  in the balance sheet of Full Moon or acquired by Full Moon after such
date.  In  each  case  the  is  title  free  and  clear of all liens, claims and
encumbrances,  other  than (i) as set forth on Schedule 3.11 or (ii) such liens,
claims  and  encumbrances as do not materially interfere with the present use of
such  properties  or  which do not materially impair the ability of Full Moon to
conduct its business. Full Moon owns or leases all of the rights, properties and
assets  for  the  conduct  of its business as presently conducted. Schedule 3.11
contains  a  brief  identification  of  all real property, categorized by record
owner,  owned  or  leased  by  Full  Moon,   including  all  buildings,   plant,
improvements  or important structures located thereon and the complete Full Moon
film  inventory,  including  any royalties payable on such films. To the best of
Full  Moon's  knowledge,  the  buildings,  plant and improvements located on the
premises  identified  in  Schedule 3.11 and the present use thereof, comply with
all  zoning  laws, ordinances and regulations of governmental authorities having
jurisdiction  thereof,  except  for   such  matters  of   non-compliance  which,
individually  or  in  the  aggregate,  would not have a Material Adverse Effect.

3.12     Brokerage  Fees.  Full  Moon  has  not  retained any financial advisor,
broker,  agent or finder or paid or agreed to pay any financial advisor, broker,
agent  or  finder  on  account of this Agreement or any transaction contemplated
hereby.

<PAGE>  14
     3.13     Compliance with Laws.  Except as previously disclosed to Cimarron,
Full  Moon  is  in  compliance  with all federal, state, local and foreign laws,
ordinances, rules, regulations and orders currently applicable to the businesses
or properties of Full Moon including, without limitation, all rules, regulations
and  administrative  orders  relating  to  anti-competitive  practices,
discrimination,  employment,  health,  and  safety,  except  for such matters of
non-compliance  which,  individually  or  in  the  aggregate,  would  not have a
Material Adverse Effect. Schedule 3.13 contains a list of all judicial consents,
orders  or  decrees  under which Full Moon is operating or by which it is bound,
copies  of  which  have  been  furnished  to  Cimarron.

     3.14     Accuracy  of  Information  Furnished.  No  statement  by Full Moon
contained  in  this  Agreement  or  provided  to  Cimarron  contains  any untrue
statement  of  a  material  fact,  or  omits to state any material fact which is
necessary to make the statements contained herein, in light of the circumstances
under  which  they  were  made,  not  misleading.

                                  ARTICLE  4
             Conduct  of  Business  Pending  the  Share  Exchange

     4.1     Conduct  of  Business  Prior  to the Effective Date.  Except as set
forth  on  Schedule  4.1,  Full  Moon and Cimarron each covenant and agree that,
prior  to  the  Effective  Date, unless the other party shall otherwise agree in
writing  (which  agreement  shall not be unreasonably withheld or delayed) or as
otherwise  expressly  permitted  or specifically contemplated by this Agreement:

(a)     The  business  of  Full  Moon  shall be conducted only in, and Full Moon
shall  not  take any action except in, the ordinary course of business, and Full
Moon  shall  use  its  best  efforts  to  maintain  and  preserve  its  business
organization,  assets,  employees  and  business  relationships;  and

(b)     The  business of Cimarron shall be conducted only in, and Cimarron shall
not  take  any  action  except in, the ordinary course of business, and Cimarron
shall  use  its best efforts to maintain and preserve its business organization,
assets,  employees  and  business  relationships.

                                    ARTICLE 5
                              Access to Information

     5.1     Access to Information; Confidentiality.  From the date hereof until
the  Effective  Date,  Each  party  hereto  shall  cause it officers, directors,
employees  and  agents  to  afford  to  the  other  party  and  to the officers,
employees,  agents  and  financing  sources of the other party reasonable access
during  normal  business hours to their officers, employees, agents, properties,
books  records  and  contracts,  and  shall furnish the other party all existing
financial,  operating  and  other  data  and  information  as  may be reasonably
requested; provided, however, that all such requests shall initially be directed
to  Full  Moon's executive officers.  Cimarron shall give Full Moon at least two
business  days'  notice  prior  to  any  visit  to  Full  Moon's  facilities.

                                     ARTICLE  6
                      Conditions  to  the  Share  Exchange

6.1     Conditions to the Obligation of Each Party to Effect the Share Exchange.
     The respective obligations of each party to effect the Share Exchange shall
be  subject  to the fulfillment at or prior to the Effective Date of each of the
following  conditions:

          (a)     This  Agreement  shall  have  been approved and adopted by the
requisite  vote  of  the shareholders of Full Moon at the meeting referred to in
Article  7.1.

<PAGE>  15
     (b)     The  Company shall have caused a one-for-thirty reverse stock split
of  the  Company's  outstanding  Common  Stock.

(c)     The  shareholders  of  Cimarron  shall have elected a Board of Directors
consisting  of  persons  nominated  by  management  of  Full  Moon.

(d)     The Cimarron Articles of Incorporation shall have been amended to, among
other  things,  increase  the  number of common shares authorized, authorize the
creation  of  preferred  shares,  change  the  name of the Company to Full Moon,
eliminate  cumulative  voting  for election of directors, eliminate shareholders
preemptive rights, and modify the statutory two-thirds of the shares entitled to
vote  requirement.

(e)     No  preliminary or permanent injunction or other order, decree or ruling
issued  by a court of competent jurisdiction or by a governmental, regulatory or
administrative  agency  or  commission  nor  any  statute,  rule,  regulation or
executive order promulgated or enacted by any governmental authority shall be in
effect  which  would  (i)  make  the  acquisition  or holding by Cimarron or its
affiliates  of  the  shares  of Full Moon Common Stock illegal or (ii) otherwise
prevent  the  consummation  of  the  Share  Exchange.

(f)     Moon  shall have entered into employment contracts with Charles Band and
Mickey  Kaiserman  on  terms  acceptable  to  management of Cimarron. Mr. Band's
salary  of  $480,000  shall  be  subject  to  adjustment  in  the event that the
company's  pre-tax  profits  for  the year ended December 31, 2001 shall be less
than  $2.5  million. Mr. Kaiserman's salary shall be set at an annual equivalent
to  $3,500  per  week.

     6.2     Additional  Conditions  to   the  Obligation  of   Full  Moon.  The
obligation  of Full Moon to effect the Share Exchange is also subject to each of
the  following  conditions:

(a)     Cimarron  shall  have  performed  in all material respects each material
obligation  to  be  performed  by  it  hereunder  on  or  prior  to the Closing.

(b)     The  representations  and  warranties  of  Cimarron  set  forth  in this
Agreement  shall  be  true and correct in all material respects at and as of the
Effective  Date  as  if  made  at  and  as  of  such time, except as affected by
transactions  contemplated  or  permitted  by  this  Agreement and except to the
extent  that any such representation or warranty is made as of a specified date,
in  which  case such representation or warranty shall have been true and correct
as  of  such  date;  provided,  however, that the representations and warranties
shall  be  true  and correct only to the extent that neither individually nor in
the  aggregate  do  the  facts  underlying  the breaches thereof have a material
adverse  effect on the financial condition, business or results of operations of
Cimarron  taken  as  a  whole.

     6.3     Additional  Conditions  to  the  Obligations  of  Cimarron.     The
obligations  of  Cimarron  to  effect the Merger are also subject to each of the
following  conditions:

(a)     Full  Moon  shall  have performed in all material respects each material
obligation  to  be  performed  by  it  hereunder  on  or  prior  to the Closing.

(b)     The  representations  and  warranties  of  Full  Moon  set forth in this
Agreement  shall  be  true and correct in all material respects at and as of the
Effective  Date  as  if  made  at  and  as  of  such time, except as affected by
transactions  contemplated  or  permitted  by  this  Agreement and except to the
extent  that any such representation or warranty is made as of a specified date,
in  which  case such representation or warranty shall have been true and correct
as  of  such  date;  provided,  however, that the representations and warranties

<PAGE>  16
shall  be  true  and correct only to the extent that neither individually nor in
the  aggregate  do  the  facts  underlying  the breaches thereof have a Material
Adverse  Effect.

                                    ARTICLE 7

7.1 Payment of certain indebtedness.     Charles Band, the principal shareholder
of  Full  Moon  has  represented that there exists approximately $5.7 million of
indebtedness  (the "Indebtedness") owed by certain non-operating corporations in
which  he  is  the  sole  shareholder. Cimarron has agreed to assist Band in the
repayment  of  the  Indebtedness  under  the  following  terms  and  conditions:

(a)     Cimarron  will undertake to Band to make the monthly payments due on the
Indebtedness.

(b)     Band  will  pledge  20%  of the Cimarron Shares he receives in the Share
Exchange  to  repay the Indebtedness (the "Pledged Shares"). At such time as the
Pledged  Shares  are  eligible for resale, Band will sell such Pledged Shares as
may be legally sold to pay the balance of the Indebtedness and to repay Cimarron
(with  interest  at the Prime Rate) for all payments made on the Indebtedness in
excess  of  $700,000. Band shall pay all Indebtedness and repayments to Cimarron
within  24  months  of  the  Effective  Date.

(c)     If  necessary  to facilitate the repayment of the Indebtedness, Cimarron
will  undertake  to  register  the  Pledged  Shares upon Band's written request.

(d)     In  the  event that the proceeds from the sale of the Pledged Shares are
not  adequate  to  repay  all  of  the  Indebtedness,  then  Cimarron  shall  be
responsible for the payment of the balance of the Indebtedness after application
of  the  proceeds  from  the  sale  of  the  Pledged  Shares.

                                    ARTICLE 8

     8.1     Shareholder  Approval.  This  Share  Exchange  Agreement  shall  be
submitted  to  the  shareholders of Cimarron and Full Moon for their approval in
the  manner  provided  by  the  corporate laws of their respective domiciles, at
meetings  to  be  held  on or before October 31, 2000, or such other time as the
Boards  of  Directors  of  Cimarron  and  Full  Moon  shall  agree.  The parties
acknowledge  that  this date is flexible due to the uncertainty of the timing of
any  Proxy  Statement review by the Securities and Exchange Commission. Promptly
after  the  Agreement has been approved by the shareholders of both Cimarron and
Full Moon, the officers of each company shall deliver Articles of Share Exchange
(a  copy  of which is attached hereto and by this reference incorporated herein)
for  filing to the to their respective Secretary of State, as required under the
applicable  law.

                                    ARTICLE 9

     9.1     Rights of Dissenting Shareholders.  Any shareholder of Cimarron who
has the right to dissent from this Share Exchange as provided in RCW 23B.13.020,
and  who  so  dissents  in  accordance  with  the requirements of RCW 23B.13.200
through  .280,  shall  be  entitled,  upon  surrender  of  the  certificate  or
certificates  representing  the shares with respect to which the shareholder has
the  right  to  dissent,  to receive payment of the fair value of such shares as
provided  pursuant  to  RCW  23B.13.250.

                                   ARTICLE 10

     10.1     "Market  Stand-Off" Agreement. Zlotnick hereby agrees that, during
a  period  of one year following the Effective Date, he shall not sell, offer to
sell,  contract  to  sell (including, without limitation, any short sale), grant

<PAGE>  17
any  option  to  purchase  or  otherwise transfer of dispose of (other than to a
donee  who  agrees  to be similarly bound) any securities of the Company held by
him  anytime during such period. Provided, however, that the Board of Directors,
by  majority  vote, may permit the sale of Mr. Zlotnick's shares for the purpose
of  maintaining  an  orderly  market  for  the  Company's  stock.

                                   ARTICLE 11

     11.1     Voting  Trust  Agreement Upon the Effective Date Zlotnick and Band
shall  enter into a Voting Trust Agreement in substantially the same form as set
forth in Exhibit "B", attached hereto and by this reference incorporated herein.

                                   ARTICLE 12

     12.1     Effective  Date.  The  Share  Exchange shall be effective upon the
last to occur of the filing of the Articles of Share Exchange with the Secretary
of  State  of  the  State  of Washington and the filing of the Articles of Share
Exchange  with  the  Secretary  of  State  of  the  State  of  California.

                                   ARTICLE 13

     13.1     Termination  of Agreement.  This Agreement may be abandoned at any
time  prior  to  filing  of  the  Articles  of  Share Exchange, upon a vote of a
majority of the Board of Directors of both Cimarron and Full Moon.  If Full Moon
terminates  the  Share  Exchange  without  cause,  Full  Moon  agrees (a) to pay
Cimarron  for  all  fees  and costs incurred in connection with the transactions
contemplated  hereby,  (b)  that all monies advanced ot loaned to the Company by
Zlotnick  shall  becaome  immediately  due  and payable, and (c) to pay Cimarron
Liquidated damages of one million dollars ($1,000,000). For the purposes of this
Article,  "for  cause"  shall  be  deemed  to  mean  a material breach of any of
Cimarron's  Representations  and  Warranties.

                                   ARTICLE 14

     14.1     Counterparts.  This  Agreement  may  be  executed in any number of
counterparts  and all of such counterparts and copies shall be and constitute an
original  instrument.

                                   ARTICLE 15

     15.1     Governing  Law.  This Agreement shall be governed and construed in
accordance  with  the  laws  of  the  State  of  Washington.

     IN  WITNESS  WHEREOF, this Share Exchange Agreement has been adopted by the
undersigned  corporations  as  of  this  26th  day  of  August,  2000.

Full  Moon  Universe,  Inc.

By:___________________________
       Charles  Band,  President

Cimarron-Grandview Group, Inc.


By:___________________________
       Gregory  B.  Lipsker,  President


By:___________________________
     Albert M. Zlotnick

Charles  Band,  Individually
<PAGE>  18

                                     EXHIBIT  A

                               ARTICLES  OF  EXCHANGE

     Pursuant  to  the  provisions  of  the Washington Business Corporation Act,
Chapter  23B.11  RCW,  the  undersigned corporation hereby submits the following
Articles of Exchange for filing for the purpose of exchanging the shares of Full
Moon  Universe,  Inc.,  a  California  corporation  ("Full  Moon"), for those of
Cimarron  Grandview  Group,  Inc.,  a  Washington  corporation  ("Cimarron").

                                     ARTICLE  I

     The  Plan  of  Exchange  of  Cimarron's  shares  for  those of Full Moon is
attached  as  Exhibit  A.

                                     ARTICLE II

     The  share  exchange was duly approved by the shareholders of Full Moon and
Cimarron.

     DATED  this  XX  day  of  YYY,  2000.


     Cimarron  Grandview  Group,  Inc.

     By:_________________________
        Gregory B. Lipsker, President


































<PAGE>  19

                                    EXHIBIT B

                        ALBERT M. ZLOTNICK - CHARLES BAND
                            VOTING  TRUST  AGREEMENT

     THIS  VOTING  TRUST  AGREEMENT  (the  "Agreement") is made this 22nd day of
August, 2000 by and  between  Albert M.  Zlotnick  (the  "Voting Trustee"),  and
Charles Band  (the  "Shareholder").

     RECITALS

A.     Cimarron  Grandview  Group,  Inc., a Washington Corporation and Full Moon
Universe,  a California corporation have entered into a Share Exchange Agreement
whereby all of the outstanding Full Moon Universe shares will be exchanged for a
majority  of  the  issued  and  outstanding  shares  of  Cimarron. In connection
therewith  Cimarron  shall  merge  with  and  into  a wholly-owned subsidiary of
Cimarron  to  be  named  Full  Moon  Universe,  a  Nevada  corporation  (the
"Corporation")  which  will  be  the  surviving  entity.

B.     Zlotnick  will  be  a  minority  shareholder  and  a  creditor  of  the
Corporation.

C.     The Shareholder will be the beneficial owner and the owner of record of a
majority  of  the  common  stock  of  the  Corporation.

D.     In  order  to  promote  their  mutual  interests and the interests of the
Corporation,  the  Shareholder  desires  to  enter  into this Agreement with the
Voting  Trustee  and,  subject  to the terms and conditions contained herein, to
transfer  voting rights of the shares of common stock that he owns to the Voting
Trustee.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  promises
hereinafter  set  forth,  the  parties  hereto  agree  as  follows:

                                  ARTICLE  I
                Transfer  of  Shares  to  the  Voting  Trustee

     1.1  Assignment  and Transfer of Shares. The Shareholder hereby assigns and
transfers  to  the  Voting Trustee the number and class of shares shown opposite
his  name  at  the  end  of  this  Agreement  (collectively,  the  "Shares").

     1.2 Endorsement and Delivery of stock Certificates. At the date hereof, and
concurrently  with the execution of this Agreement by any Shareholder, the stock
certificates  of  the  Corporation  representing  the Shares of such Shareholder
shall be endorsed in blank and, as so endorsed, shall be delivered to the Voting
Trustee.  Upon receipt of the stock certificates, the Voting Trustee shall cause
the  Shares  represented thereby to be transferred of record to him on the books
of  the  Corporation  as  Voting  Trustee.

     1.3  Preparation of List and Delivery to Corporation. Immediately after the
execution  of this Agreement, the Voting Trustee shall prepare a list containing
the  name  and address of the Shareholder, together with the number and class of
shares  of  the  Shareholder  transferred  to the Voting Trustee pursuant to the
Agreement,  and  shall  deliver  copies  of  the  list and this Agreement to the
Corporation's  principal  office. In addition, the Voting Trustee shall maintain
such  list  and  this  Agreement at its principal office. The list and Agreement
shall  be available for inspection during normal business hours at the principal
office  of the Corporation and the principal office of the Voting Trustee by any
shareholders  of  the  Corporation.


<PAGE>  20
                                     ARTICLE  2
                               Term of Voting Trust

     2.1  Effective  Date.  The  voting  trust declared and created (the "Voting
Trust") shall become effective on the date the first shares subject to the trust
are  registered  in  the  name  of  the  Voting  Trustee (the "Effective Date").

     2.2  Original  Term  of  Voting  Trust.  The Voting Trust shall, subject to
earlier  termination  as hereinafter provided, continue for a full term of three
(3)  years  from  the Effective Date. However, after twelve (12) months from the
Effective  Date,  the  Voting  Trustee shall release up to twenty percent of the
Shares  upon  the written request of the Voting Trust Certificate Holder for the
sole  purpose  of  permitting  the Shareholder to satisfy the payment of certain
indebtedness  provisions  of  Article  7  of  the  Share  Exchange  Agreement.

                                    ARTICLE 3
                Purpose  and  Powers  of  the  Voting  Trustee

     3.1  Exclusive  Right  to Vote Shares. During the term of the Agreement the
Voting  Trustee  shall  have  the  exclusive  right  to vote such shares for the
election  of  the Corporation's directors so as to accomplish the purpose of the
Agreement  as  set  forth  in Article 3.1, or to give written consent in lieu of
voting  thereon;  provided,  however,  that  the Voting Trustee' right to act in
respect  of  the  Shares,  shall  be subject to any limitations contained in the
Articles  of  Incorporation  of  the  Corporation  and  to  this  Agreement.

     3.2  Voting  in  Person  or by Proxy. The Voting Trustee may act or vote in
person  or  by  proxy  at  any  and  all  meetings  of  the  Shareholders of the
Corporation,  to  effect  the  purpose  of  the  Agreement

     3.3  Purpose  for which Share May Be Voted and Permitted Acts of the Voting
Trustee.  The  purpose  of  this  Agreement is to provide that all shares of the
Corporation  held  by  the  Shareholder  will  be voted in support of a Board of
Directors  comprised  one-half as to nominees of Albert M. Zlotnick and one-half
as to nominees of the Shareholder. Except as expressly limited by, and until the
termination of, this Agreement, the Voting Trustee shall possess and be entitled
to  exercise the right to vote any and all of the Shares held by him pursuant to
this  Agreement only for the election of Directors. Voting of the Shares for any
purpose  other  than  the  election  of  Directors  shall  be  considered  an
Extraordinary  Corporate  Action

     3.4  Voting  Trustee  as  Shareholder,  Etc. A Voting Trustee may also be a
Shareholder or a registered holder of one or more Voting Trust Certificates, and
may  vote  for  himself  as  director  or  officer  of the Corporation. A Voting
Trustee,  or  his  successor  as  hereinafter  provided  for,  may  directly  or
indirectly  transact  any  lawful business with the Corporation, notwithstanding
his  position  as  a  voting  trustee.

     3.5 Waiver of Bond. The Voting Trustee is hereby excused from the necessity
of  posting  bonds  in  connection  with  his  service  as  voting  trustee.

                                    ARTICLE  4
                        Extraordinary  Corporate  Actions

     4.1  Meeting of Voting Trust Certificate Holders. In the event the Board of
Directors  of  the  Corporation shall have duly authorized, approved and advised
the  Voting  Trustee,  as required by law, of any Extraordinary Corporate Action
(as such term is defined in Section 4.3), the Voting Trustee shall promptly call
a  meeting  of  all  holders  of  the  Voting  Trust Certificates ("Voting Trust
Certificate  Holders")  by  giving written notice of a meeting not less than ten
(10)  days prior to the date of the meeting. Such notice shall specify the time,

<PAGE>  21
date,  place  and  purpose  of  the  meeting and shall provide a summary of such
information  regarding the Extraordinary Corporate Action as is available to the
Voting  Trustee.

     4.2  Voting  by  Voting Trust Certificate Holders. The Voting Trustee shall
deliver  to each Voting Trust Certificate Holder, or to his attorney-in-fact, in
attendance at the meeting described in Section 4.1 a proxy of the Voting Trustee
for  the  specific  purpose  of  permitting   such  persons  to  vote  upon  the
Extraordinary  Corporate  Action  specified  in  the  notice of the meeting and,
anything  in  this  Agreement to the contrary notwithstanding, each Voting Trust
Certificate  Holder  who  shall have received a proxy shall be entitled to cast,
with  respect  to the Extraordinary Corporate Action, that number of votes equal
to  the  number  of  Shares  of the Voting Trust Certificate. The Voting Trustee
shall  be  entitled  to  cast all votes, in accordance with their best judgment,
represented  by  Shares with respect to which they are not required to deliver a
proxy  pursuant  to  this  Section  4.2.

     4.3 Extraordinary Corporate Action. As used herein, the term "Extraordinary
Corporate  Action"  means  any  action upon which the Corporation's shareholders
shall  be  entitled  to  vote  except  for  the  election  of  Directors.

     4.4  Surrender of Shares upon Reclassification of Stock of the Corporation.
In  case  the  stock  of  the Corporation is reclassified, the Voting Trustee is
hereby  authorized  to  surrender  as  may  be  required  under the terms of the
reclassification,  and to receive and hold any and all shares of the Corporation
issued  in exchange for such surrendered Shares. Following any reclassification,
the  Voting Trust Certificates issued and outstanding pursuant to this Agreement
shall  be  deemed  to  represent  a  proportionate  number  of  Shares  or other
securities  received  by  the  Voting  Trustee  in  exchange.

     4.5  Surrender  of Shares upon Merger, Etc. Upon the occurrence of any duly
authorized  consolidation,  merger  or  share  exchange,  the  Voting Trustee is
authorized  to  surrender  as  may  be required by such consolidation, merger or
share  exchange  the  Shares  of  the  Corporation  held  by it pursuant to this
Agreement,  and  to  receive  and  hold  hereunder  any  and all shares or other
securities  issued  to  it  in  exchange for such surrendered Shares. The Voting
Trust Certificates shall thereupon be deemed to represent a proportionate number
of  the  Shares  or  other  securities  then  received  by the Voting Trustee in
exchange.

     4.6  Surrender  of  Share  upon Dissolution. In the event the assets of the
Corporation  are  distributed  in  connection  with  the  dissolution  of  the
Corporation,  the  Voting Trustee shall promptly distribute any amounts received
by  him, according to the interests of each Voting Trust Certificate Holder. The
obligation  of  the  Voting  Trustee  to  make the distribution described in the
immediately  preceding  sentence  to  a  Shareholder  shall  be  subject  to the
surrender  of  the  Voting  Trust  Certificate  held  by  such Shareholder, duly
endorsed  in  blank. Upon the complete distribution of such assets by the Voting
Trustee,  this  Agreement  shall  terminate and the Voting Trustee shall have no
further obligation to deliver stock certificates representing the Shares held by
the  Voting  Trustee.

     4.7  Surrender  of Less Than All Shares. In the event the Voting Trustee is
required  to  surrender  less  than  all the Shares held by him pursuant to this
Agreement,  he  shall  be  deemed  to  have  surrendered,  with  respect  to any
Shareholder,  a number of Shares equal to the total number of Shares required to
be  surrendered  multiplied  by  a fraction, the numerator of which is the total
number  of Shares of the Shareholder held by the Voting Trustee pursuant to this
Agreement,  and  the  denominator  of which is the total number of Shares of all
Shareholders  held  by  the  Voting  Trustee  pursuant  to  this  Agreement.


<PAGE>  22
                                    ARTICLE  5
                          Voting  Trust  Certificates

     Upon delivery to the Corporation of the stock certificates representing all
of  the  Shares  owned  of   record  and  beneficially  by  a  Shareholder,  the
cancellation  of  such stock certificates and the issuance by the Corporation to
the  Voting Trustee of a new stock certificate or certificates representing such
Shares  registered  in  the name of the Voting Trustee, the Voting Trustee shall
issue and deliver to such Shareholder a voting trust certificate or certificates
for  the  number  of Shares transferred by the Shareholder to the Voting Trustee
(the  "Voting  Trust  Certificate").  The  Voting  Trust Certificate shall be in
substantially  the  following  form:

     FULL  MOON  UNIVERSE
     VOTING  TRUST  CERTIFICATE

No.^                                                                     ^Shares

          This  certifies that Charles Band has deposited ^ shares of the common
stock  without  par  value  of  the  above  Full  Moon  Universe, Inc., a Nevada
Corporation,  with  the  undersigned  (the "Voting Trustee") under an agreement,
dated  August  22,  2000  between  Charles  Band  and  the  Voting  Trustee (the
"Agreement"). This voting trust certificate and the interest represented thereby
is  transferable  only  on the books of the voting trustee upon the presentation
and  surrender  hereof.  The  holder  of this voting trust certificate takes the
certificate subject to all the terms and conditions of the Agreement and becomes
a  party  to  the  Agreement.

     IN  WITNESS  WHEREOF,  the  Voting  Trustee  has  caused  this voting trust
certificate  to  be  signed  this  XX day of ^,  2000

Voting  Trustee


Albert  M.  Zlotnick

                                     ARTICLE  6
                   Transfer  of  Voting  Trust  Certificates

     6.1  Transfer  on Books. The Voting Trust Certificates issued by the Voting
Trustee pursuant to this Agreement may be transferred on the books of the Voting
Trustee  upon  the surrender and cancellation of such certificates duly endorsed
by  the  registered  holder  thereof.

     6.2 Rights upon Transfer. Subject to any restrictions on transfer described
in  this  Article  6,  delivery  of a Voting Trust Certificate, duly endorsed in
blank,  by  the  registered  holder  thereof shall vest title in, and all rights
under,  such  certificate  in  the  transferee  to  the  same extent and for all
purposes  as  would  delivery under like circumstances of negotiable instruments
payable  to  bearer.

     6.3  Party  to  Agreement.  Every  transferee of a Voting Trust Certificate
issued hereunder shall, by the acceptance of such certificate, become a party to
this  Agreement  as  though  such  transferee  were  an  original  party hereto.

     6.4  Payment of Tax. As a condition to making or permitting any transfer or
delivery of any Voting Trust Certificates under any provision of this Agreement,
the  Voting  Trustee  may  require  the  payment  of  a sum sufficient to pay or
reimburse  them  for  any  tax  required  to  be  paid or withheld by the Voting
Trustee.


<PAGE>  23
     6.5  Legend  on Voting Trust Certificates. Anything contained herein to the
contrary  notwithstanding,  the   Shareholder  covenants  and  consents  to  the
placement  of  the following legend on all Voting Trust Certificates, and agrees
that  such  certificates  shall  be  subject  to  terms  of  the  such  legend:

     This  Voting  Trust  Certificate  is subject to the terms, restrictions and
conditions  of  a  Voting  Trust Agreement, dated ^, 2000 on file with Full Moon
Universe  and  with  the  Voting Trustee named in such agreement. The securities
represented  by this Voting Trust Certificate have not been registered under the
Securities  Act  of  1933  or  applicable  state securities laws, and may not be
offered,  sold, pledged, hypothecated, donated or otherwise transferred (whether
or  not  for  consideration), except upon satisfaction of certain conditions and
upon  the  issuance  to the Voting Trustee of a favorable opinion of his counsel
and/or  submission  to  the  Voting  Trustee  of  such  other evidence as may be
satisfactory  to  counsel  to  the  Voting  Trustee, to the effect that any such
transfer  shall  not  be  in  violation  of  the  Securities Act of 1933 and the
applicable  state  securities  laws.

     6.6 Investment Representations and Warranties. The Shareholder warrants and
represents  that  the Voting Trust Certificate being acquired by him pursuant to
this  Agreement  are  being  acquired by the Shareholder for investment purposes
only,  and  not  with  a view to or for the resale, distribution, subdivision or
fractionalization  thereof. The Shareholder further warrants and represents that
he has no contract, undertaking, understanding, agreement or arrangement, formal
or  informal,  with  any  person  to  sell, transfer or pledge to any person the
Voting  Trust  Certificates, or any part thereof, and Shareholder has no present
plans  to  enter  into any such contract, undertaking, agreement or arrangement.

     6.7  Nonregistration  of  Voting  Trust  Certificates.     The  Shareholder
acknowledges  and  represents  that   he  understands   that  the  Voting  Trust
Certificates  are  not  registered under the Securities Act of 1933, as amended;
and  that  the Voting Trustee is neither presently required to file, nor does it
presently intend to voluntarily register, under Section 12 of the Securities and
Exchange  Act  of  1934  or  file  periodic reports with the Securities Exchange
Commission  pursuant  to  Sections 13 or 15(d) of the Securities Exchange Act of
1934.  The  Shareholder further warrants and represents that he understands that
the Voting Trustee has not agreed with the Shareholder to register any or all of
the Voting Trust Certificates for distribution in accordance with the Securities
Act  of  1933,  and  that  Voting Trustee has not agreed with the Shareholder to
comply  with  any  rule  or  other provision providing for an exemption from the
requirements  of  such  act   with  respect  to  sale   or  other  transfer  for
consideration  of  the  Voting  Trust  Certificates.  The Voting Trustee has not
agreed  to  supply the Shareholder with such information as shall be required to
enable  the  Shareholder to make routine sales of any or all of the Voting Trust
Certificates  under  applicable  provisions  of Federal or state securities laws
respecting  "restricted  securities."  Accordingly, the Shareholder warrants and
represents that he understands that the Voting Trust Certificates being acquired
hereby  must  be  held  by  such  Shareholder  indefinitely,  unless  and  until
subsequently  registered  under the ,Securities Act of 1933 and applicable state
securities  law  or  unless  an  exemption  from such registration is available.

                                  ARTICLE  7
              Compensation  and  Indemnity  of  Voting  Trustee

     7.1  Compensation. The Voting Trustee shall not be entitled to compensation
for  services  as  voting  trustee,  unless such compensation is authorized by a
majority  vote  of  the  Voting  Trust Certificate Holders. For purposes of this
Section  7.1  each Voting Trust Certificate Holder shall be entitled to the same
number  of  votes as are represented by the Voting Trust Certificate of which he
is  a  holder.


<PAGE>  24
     7.2  Indemnification. The Voting Trust Certificate Holder agrees to defend,
indemnity  and  hold  the  Voting  Trustee harmless from and against any and all
losses,  costs,  damages,   expenses   and  liabilities   (including  reasonable
attorneys'  fees)  reasonably incurred by him in connection with, or arising out
of  the  performance of his duties under, this Agreement, and the Voting Trustee
shall  be entitled from time to time to seek reimbursement from the Voting Trust
Certificate  Holders  for such losses, costs, damages, expenses and liabilities.
Each  Voting Trust Certificate Holder shall be responsible for paying a pro rata
share of any loss, cost, damage, expense or liability based on the percentage of
all  Shares  subject  to  this  Agreement   represented  by  his   Voting  Trust
Certificate.  In  addition to, and not in lieu of, such actions in law or equity
as  may be available to him, the Voting Trustee may deduct any unreimbursed item
of  loss,  cost,  damage,  expense  or  liability  from  dividends on the Shares
received  by the Voting Trustee or from any other payments to which Voting Trust
Certificate  Holders  are  entitled  from  the  Corporation.

     7.3  Willful  Misconduct  of the Voting Trustee. Anything in Section 7.2 to
the  contrary  notwithstanding,  the Voting Trustee shall not be indemnified for
any  act  judicially determined to have been an act of willful misconduct on the
part  of  the  Voting  Trustee.

                                    ARTICLE  8
                         Termination  of  Voting  Trust

     8.1  Events  of  Termination.  Anything  in  this Agreement to the contrary
notwithstanding,  this  Agreement shall terminate upon the first to occur of the
following  events:

          (a)  The  expiration  of  the  term  set  forth  in  Article 2 of this
Agreement;

          (b)  The  filing,  at any time, by the Voting Trustee of a declaration
with  the  Corporation that this Voting Trust is terminated and the sending of a
copy  of  such  declaration  to  each  Voting  Trust  Certificate  Holder.

     8.2  Effects  of  Termination.  Upon the termination of this Agreement, the
Voting  Trustee  shall  deliver  to  the  Voting  Trust  Certificate Holders, in
accordance with the terms of, and out of the stock held by him pursuant to, this
Agreement,  certificates  of  stock  of  the  Corporation. The obligation of the
Voting  Trustee  to  deliver certificates of stock to a Voting Trust Certificate
Holder  under  this Section 8.2 shall be subject to the Voting Trust Certificate
Holder  surrendering,   with  all  necessary   endorsements,  any  Voting  Trust
Certificate  held by him. Upon delivery by the Voting Trustee of certificates of
stocks  of  the  Corporation  as  provided  herein,  all liability of the Voting
Trustee  for  the  delivery  of  said  stock  certificates  shall  terminate.

                                     ARTICLE  9
                                Successor  Trustee

     In  the  event  of  the  death, resignation or other permanent inability to
serve  of  a  Voting Trustee, the vacancy resulting therefrom shall be filled by
the  appointment  of  a  successor  by  the  remaining  voting  Trustees. If the
remaining  Voting Trustee are unable to agree upon a person to fill the vacancy,
or if there are more than one vacancy to be filled, any Voting Trust Certificate
Holder may call a meeting, pursuant to notice given as provided in the bylaws of
the  Corporation for the noticing of a shareholders' meeting, and the vacancy or
vacancies  may be filled by a majority vote of those present at the meeting. The
authority,  powers,  duties, obligations, and limitations of the original Voting
Trustee  shall devolve upon the successor Voting Trustee with the same effect as
if  such  successor  had  been  named  as  an  original  Voting  Trustee.


<PAGE>  25

                                     ARTICLE  10
                                 Standard  of  Care

     The  Voting  Trustee  shall exercise his best judgment in voting the Shares
represented  by  the  stock certificate or certificates issued to him, and shall
act  in the best. interest of the Shareholder. However, the Voting Trustee shall
not  assume  any responsibility or liability in respect of the management of the
Company,  or  in  respect  of any action that they take, or is taken pursuant to
their consent or vote, and they shall not incur any responsibility or liability,
as  Shareholders, Voting Trustee or otherwise, by reason of any error of fact or
law  and/or  of   any matter or thing done or omitted to be done, except for his
own  willful  misconduct.

                                     ARTICLE  11
                                       Notices

     All notices or other communications to the Voting Trust Certificate Holders
shall  be given in writing and shall be considered duly given on the date of (1)
actual  receipt,  or  (2)  three days after deposit in the first-class certified
U.S.  mail,  postage  prepaid, return receipt requested, addressed to the Voting
Certificate  Holders  at  the  addresses furnished by such holders to the Voting
Trustee.  Mailing  as  provided  herein  shall  be  deemed to satisfy the notice
requirement  of  any provision of this Agreement requiring the giving of notice.

                                     ARTICLE  12
                               Additional  Securities

     In the event the Voting Trustee shall receive any additional securities (as
defined  by  the  Federal  Securities Act of 1933) of the Corporation, including
stock  dividends  upon  stock  held  by  the  Voting  Trustee  pursuant  to this
Agreement,  the Voting Trustee shall hold such stock certificates subject to the
terms  of this Agreement, and shall issue Voting Trust Certificates representing
such  stock certificates to the Voting Trust Certificate Holder entitled to such
issuance.

                                     ARTICLE  13
                           Dividend  and  Other  Payments

     13.1  Right  to  Payments.  Subject  to  the  terms  and conditions of this
Agreement  and  until  the  termination  of  this  Agreement,  each Voting Trust
Certificate Holder shall be entitled to receive promptly from the Voting Trustee
(i)  payments  equal to the amount of the dividends (other than stock dividends)
or  other distributions, if any, collected by the Voting Trustee upon the number
of Shares standing in the name of such Voting Trust Certificate Holder, and (ii)
any  payment  representing  the  amount  received upon redemption or sale of any
Shares  represented  by  the  Voting  Trust  Certificate held by him or her. The
Voting  Trust  Certificate  Holders  on  the  dates fixed as record dates by the
Corporation  for dividends and for the allotment of rights to shareholders shall
be  entitled  to  such  payments  and  to  such  rights.

     13.2  Closing of Voting Trust Certificate Transfer Book. The Voting Trustee
may from time to time close the Voting Trust Certificate books against transfers
of  Voting  Trust  Certificates  for the purpose of determining the Voting Trust
Certificate  Holders  entitled to the payments described in Section 13.1, or for
the purpose of determining the Voting Trust Certificate Holders entitled to vote
at  any  meeting.





<PAGE>  26
                                     ARTICLE  14
                              Amendment  of  Agreement

     If  the Voting Trustee deems it advisable to amend this Agreement, he shall
call  a  meeting  of  the  Voting Trust Certificate Holders and shall submit the
proposed  amendment  to  the Voting Trust Certificate Holders for approval, with
his  recommendation  that the amendment be adopted. The approval at such meeting
of  two-thirds  of  the  Shares  subject  to this Agreement shall be required to
approve  the  amendment.  If  the  amendment  is approved, a certificate to that
effect  shall be made by the Voting Trustee, and such certificate, together with
a  copy  of the amended Agreement, shall be filed in the principal office of the
Corporation. The Voting Trustee shall also maintain a copy of the certificate of
amendment  and  the  amended  Agreement in his principal office. Upon filing the
certificate  and the amended Agreement with the Corporation, the amendment shall
become  effective.

                                    ARTICLE  15
                                   Miscellaneous

     15.1  Captions.  The  captions  set  forth  herein  are for convenience and
reference  only and are not intended to modify, limit, describe or affect in any
way  the  contents,  scope  or  intent  of  this  Agreement.

     15.2  Definition. All terms used herein which are defined in this Agreement
shall  have  the meaning set forth in this Agreement, unless the context clearly
indicates otherwise. Other capitalized words shall have the meaning set forth in
the  Share  Exchange  Agreement.

     15.3  Gender  and Plural. Whenever the sense of this Agreement so requires,
the  masculine  and/or  feminine  gender  shall  be substituted for or deemed to
include  the  neuter  and  the  plural  the  singular,  and  vice  versa.

     15.4  Counterparts. This Agreement may be executed in several counterparts,
each  of  which  so  executed  shall  be  deemed  to  be  an  original, and such
counterparts  shall  together  constitute  one  and  the  same  instrument.

     15.5  Governing Law. This Agreement was made in the State of Washington and
shall  be  governed by and construed in all respects in accordance with the laws
of  the  State  of  Washington.

     15.6  "Corporation".  The  term  "Corporation"  '  for the purposes of this
Agreement and of all rights hereunder, including the issue and delivery of stock
certificates,  shall  be  taken  to  mean  Cimarron-Grandview  Group,  Inc.,  a
Washington  corporation,  or  any  corporation  successor  to  it.

     15.7  Heirs,  Legatees,  Personal Representatives, Etc. Each and all of the
terms and provisions of this Agreement shall be and are hereby made binding upon
the  Shareholder,  his  heirs, legatees, personal representatives, guardians and
permitted  assigns.

     15.8  Meetings  of  Voting Trust Certificate Holders. Except as provided in
Article 22, the Voting Trustee shall have no duty to hold meetings of holders of
voting  trust certificates. Ten (10) days' prior written notice of every meeting
of  Voting  Trust Certificate Holders shall be given and such notice shall state
the  place,  day  and  hour and the purpose, if any, of such meeting. Any Voting
Trust  Certificate  Holder  may  waive  such notice in writing, either before or
after  the  holding  of  the meeting. No notice of any adjourned meeting need be
given.  Every  such  meeting  shall  be held at a place designated by the Voting
Trustee,  unless the Voting Trust Certificate Holders representing two-thirds of
the  stock  held  by  the  Voting Trustee consent in writing to the holding of a
meeting  at  another  place.

<PAGE>  27
     15.9  Financial Statements. The Voting Trustee shall furnish copies of such
financial statements of the Corporation as shall be furnished the Voting Trustee
by  the  accountants  regularly servicing the Corporation and such other notices
and  communications  as  are  directed  to  stockholders  of  the  Corporation.

     15.10  Mutilation,  Loss,  or  Destruction of Voting Trust Certificate. The
holder  of  any  voting  trust  certificate  shall immediately notify the Voting
Trustee  of  any mutilation, loss or destruction thereof, and the Voting Trustee
may, in his discretion, cause one or more new certificates representing the same
number  of  Shares  in  the  aggregate,  to  be  issued  to such holder upon the
surrender of the mutilated certificates, or in case of loss or destruction, upon
satisfactory  proof of such loss or destruction, and the deposit of indemnity by
way  of  bond  or  otherwise,  in  such  form and amount and with such surety or
sureties  as  the  Voting  Trustee  may require to indemnity him against loss or
liability by reason of the issuance of such new certificates; provided, however,
that  the  Voting  Trustee  may,  in  his  discretion,  refuse to issue such new
certificates,  except  upon  the  order  of  a court having jurisdiction in such
matters.

     15.11 Amendment of Agreement. This Voting Trust Agreement may be amended by
the  written agreement of Voting Trust Certificate Holders representing not less
than  two-thirds  of  the  Shares  entitled  to  vote.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  above  stated.


_______________________________
Albert  M.  Zlotnick,  Voting  Trustee


________________________________
Charles  Band,  Shareholder

Class  of  Shares  Held:          Common
Number  of  Shares  held:


























<PAGE>  28

                                  Schedule 2.2
                                  ------------
                                 CAPITALIZATION

800,000 shares of the Company's common stock are not fully paid. The shares were
issued  pursuant  to  two  promissory notes due January 26, 2001. The Company is
currently  holding  the share certificates as security for payment of the notes.

                                  SCHEDULE 2.5
                           Absence of Certain Changes

                                      None

                                  SCHEDULE 2.7
                                   LITIGATION

                                      None

                                  SCHEDULE 2.8
                                      TAXES

                                 NOT APPLICABLE

                                  Schedule 3.2
                                 Capitalization

IN  CONNECTION  WITH THE LOAN AND SECURITY AGREEMENT BETWEEN FULL MOON AND COAST
CAPITAL  PARTNERS ("CCP"), CCP HAS THE RIGHT TO PURCHASE UP TO 200,000 SHARES OF
FULL  MOON  COMMON  STOCK  AT ANY TIME FROM DECEMBER 31, 2000 UNTIL DECEMBER 31,
2001.  THE PURCHASE PRICE OF THE SHARES SHALL BE IN THE FORM OF DEBT FORGIVENESS
OR,  IN  THE  EVENT  THAT  FULL  MOON OWES CCP LESS THAN $200,000 AT THE TIME OF
CONVERSION,  THEN PAYMENT SHALL BE MADE IN THE FORM OF DEBT FORGIVENESS, IF ANY,
AND  CASH.  THE  PURCHASE PRICE FOR THE SHARES SHALL BE AT A 25% DISCOUNT TO THE
CLOSING  BID  PRICE  FOR  THE  SHARES  FOR  THE  30  DAYS  PRIOR  TO CONVERSION.

                                  SCHEDULE 3.4
                              FINANCIAL STATEMENTS

     THE FINANCIAL STATEMENTS DO NOT HAVE ANY PROVISION FOR ACCRUED FEDERAL OR
                             CALIFORNIA STATE TAXES

                                  SCHEDULE 3.5
                           ABSENCE OF CERTAIN CHANGES

                                      NONE

                                  SCHEDULE 3.6
                             NO VIOLATIONS; CONSENTS

                                      NONE

                                  SCHEDULE 3.7
                                   LITIGATION

                                      NONE

                                  SCHEDULE 3.8
                                      TAXES

   THE FINANCIAL STATEMENTS HAVE NO PROVISION FOR ACCRUED FEDERAL OR CALIFORNIA
                               STATE INCOME TAXES
<PAGE>  29
                                  SCHEDULE 3.9
                                    LICENSES

                                      NONE



                                  SCHEDULE 3.10
                             INTELLECTUAL PROPERTIES

                     Trademarks, Trade Names, Service Marks
                     --------------------------------------


FULL  MOON  UNIVERSE
FULL  MOON  PICTURES
FULL  MOON  TOYS
FULL  MOON  INTERNATIONAL
FULL  MOON  MERCHANDISING
FULL  MOON  RELEASING
MONSTER  ISLAND  ENTERTAINMENT
BIG  CITY  PICTURES
BIG  CITY  RECORDS
ALCHEMY  ENTERTAINMENT
PULSEPOUNDERS
CULTVIDEO
FILMONSTERS
TANA  PRODUCTIONS
TANA  3000
SURRENDER  CINMEA
SURRENDER  RELEASING
SURRENDER  PRODUCTIONS
SURRENDER  CINEMA  PRODUCTIONS
SURRENDER  MERCHANDISING




























<PAGE>  30

                                  SCHEDULE 3.11
                               TITLE TO PROPERTIES
                               AND FILM INVENTORY

The  assignment  of  the  lease  for the Company's business offices has not been
completed  at  the  date  hereof.

                                 Film Inventory

1.     PUPPETMASTER
2.     SHADOWZONE
3.     MERIDIAN
4.     CRASH  &  BURN
5.     PUPPETMASTER  II
6.     PIT  &  THE  PENDULUM
7.     SUBSPECIES
8.     TRANCERS  II
9.     DOLLMAN
10.     NETHERWORLD
11.     DEMONIC  TOYS
12.     PUPPETMASTER  III
13.     DR.  MORDRID
14.     TRANCERS  II
15.     SEEDPEOPLE
16.     BAD  CHANNELS
17.     SUBSPECIES  2
18.     ROBOTWARS
19.     MANDROID
20.     DOLLMAN  VS.  THE  DEMONIC  TOYS
21.     PUPPETMASTER  4
22.     TRANCERS  4
23.     SUBSPECIES  3
24.     ARCADE
25.     INVISIBLE
26.     LURKING  FEAR
27.     DARKANGEL
28.     PUPPETMASTER  5
29.     TRANCERS  5
30.     OBLIVION
31.     SHRUNKEN  HEADS
32.     BEACH  BABES  FROM  BEYOND
33.     TEST  TUBE  TEENS
34.     HUNTRESS  (SPIRIT  OF  THE  NIGHT)
35.     BEACH  BABES  2:  CAVE  GIRL  ISLAND
36.     BLONDE  HEAVEN
37.     PETTICOAT  PLANET  (DENIM  &  LACE)
38.     LURID  TALES  OF  THE  CASTLE  QUEEN
39.     FORBIDDEN  ZONE:  ALIEN  ABDUCTION
40.     ASSAULT  OF  THE  KILLER  BIMBOS
41.     CEMETERY  HIGH
42.     CREEPOZOIDS
43.     GALACTIC  GIGOLO
44.     THE  OCCULTIST
45.     SLAVE  GIRLS  FROM  BEYOND  INFINITY
46.     SORORITY  BABES  IN  THE  SLIMEBALL  BOWL-O-RAMA
47.     CANNIBAL  WOMEN  IN  THE  AVOCADO  JUNGLE  OF  DEATH
48.     DR.  ALIEN
49.     INTRUDER
50.     THE  DAY  TIME  ENDED
51.     LASERBLAST

<PAGE>  31
52.     PARASITE
53.     TOURIST  TRAP
54.     FAIRYTALES
55.     END  OF  THE  WORLD
56.     TRANCERS
57.     ZARKORR!  THE  INVADER
58.     KRAA!  THE  SEA  MONSTER  *
59.     HEAD  OF  THE  FAMILY
60.     CASTLE  FREAK
61.     OBLIVION  2
62.     PRIMEVALS
63.     VAMPIRE  JOURNALS
64.     HIDEOUS!  *
65.     THE  CREEPS  *
66.     MYSTERY  MONSTERS  *
67.     SHRUNKEN  CITY  *
68.     SECRET  KINGDOM  *
69.     CLOCKMAKER  *
70.     PHANTOM  TOWN  *
71.     WEREWOLF  REBORN  *
72.     BIMBO  MOVIE  BASH  *
73.     SHRIEKER  *
74.     CURSE  OF  THE  PUPPETMASTER
75.     FRANKENSTEIN  REBORN  *
76.     TALISMAN
77.     PLANET  PATROL
78.     BLOODSTORM:  SUBSPECIES  4  *
79.     KILLER  EYE
80.     MURDERCYCLE
81.     ALIEN  ARSENAL
82.     WITCHOUSE  *
83.     BLOODOLLS  *
84.     RETROPUPPETMASTER
85.     TOTEM
86.     SUBHUMAN/VOODOO  ACADEMY
87.     MYSTERIOUS  MUSEUM
88.     THE  BOY  WITH  THE  X-RAY  EYES
89.     TEEN  TASK  FORCE
90.     MISCROSCOPIC  BOY
91.     ADVENTURE  EXPRESS
92.     DEAD  HATE  THE  LIVING
93.     RAGDOLL
94.     HORRIBLE  DR.  BONES
95.     SIDESHOW
96.     WITCHOUSE  2
97.     PRISON  OF  THE  DEAD
98.     KILLJOY
99.     HORRORVISION
100.     VIRTUAL  ENCOUNTERS
101.     FEMALIEN
102.     EROTIC  HOUSE  OF  WAX*
103.     LOLITA  2000  *
104.     GIRLS  OF  SURRENDER  CINEMA
105.     VIRTUAL  ENCOUNTERS  2
106.     EXOTIC  TIME  MACHINE
107.     FEMALIEN  2
108.     HOTEL  EXOTICA
109.     VERONICA  2030
110.     HIDDEN  BEAUTIES
111.     PLEASURECRAFT
112.     TIMEGATE:  TALES  OF  THE  SADDLE  TRAMPS

<PAGE>  32
113.     AUDITIONS  FROM  BEYOND
114.     SHANDRA:  THE  JUNGLE  GIRL
115.     DUNGEON  OF  DESIRE
116.     L.I.P.  SERVICE
117.     MISTRESS  CLUB
118.     PASSIONS  OBSESSION
119.     PHANTOM  LOVE
120.     DIARY  OF  LUST
121.     ZORRITA:  PASSIONS  AVENGER
122.     THE  CASTING  COUCH
123.     ANDROMINA:  THE  PLEASURE  PLANET
124.     VIRGINS  OF  SHERWOOD  FOREST
125.     REGINA  PIERCE  AFFAIR
126.     EXOTIC  TIME  MACHINE  2
127.     THE  NAKED  THIEF
128.     PLATINUM  BLONDE
129.     LOVE  EXCHANGE
130.     FLESH  TV
131.     MADAME  HOLLYWOOD
132.     NOANGELS.COM

 *  denotes  film with a five percent (5%) gross receipts royalty payable  to an
unaffiliated  third  party  for  a  period  of  10  years  expiring  in  2010



                                  SCHEDULE 3.13
                              COMPLIANCE WITH LAWS

                                      NONE

                                  SCHEDULE 4.1
                 CONDUCT OF BUSINESS PRIOR TO THE EFFECTIVE DATE

Cimarron  :     No  Exception
Full  Moon:     No  Exception