Exhibit
10.1

THIS NOTE AND SECURITY AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAW, AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES
UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THIS
NOTE REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR THAT THE SALE IS MADE IN ACCORDANCE WITH RULE 144
UNDER THE ACT.

MYRIAD PICTURES, INC.

SECURED
PROMISSORY NOTE AND SECURITY AGREEMENT

	$250,000	March 30, 2005


Los Angeles,
California

FOR VALUE RECEIVED, MYRIAD PICTURES, INC. with its
principal address at 1520 Cloverfield Blvd., Santa Monica, CA 90404
(hereinafter referred to collectively as the
"Company" or
"Payor" unless the context indicates
otherwise), promises to pay to the order of TAG ENTERTAINMENT CORP.
(the "Payee" or the
"Holder"), or permitted assigns, the
principal amount of $250,000 on the earlier of (i) March 30, 2006 or
(ii) six months from the date that the Payor or Payee terminates the
Letter of Intent (as described in Section 1.1 below) (the
"Maturity Date"), and unpaid interest on the
unpaid principal balance hereof from the date of this Note at the rate
of 3% per annum. Payments of principal and interest shall be
made in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public or
private debts.

1.    Adjustments to Principal.

1.1    This Note and Security Agreement
("Note") has been delivered in accordance
with the Letter of Intent dated as of March 30, 2006
("Letter of Intent") executed by and between
Payor and Payee .

1.2    Notwithstanding
the foregoing or anything else in this Note, the principal amount of
this Note shall be reduced by the sum of (a) $25,000, plus (b) any
documented third party expenses spent directly by Payor or its
shareholders on legal and accounting fees directly related to the
"Transaction" (as defined in the Letter of
Intent) in the event that either Payor or Payee elects not to
consummate the Transaction for any reason . In such event, the
principal amount of this Note shall be deemed to have been so reduced
retroactive to the date of this Note.

2.    Terms of
Repayment

2.1    All payments received on
account of this Note shall be applied first to the payment of accrued
interest on this Note and then to the reduction of the unpaid principal
balance of this Note. Interest shall be computed on the basis of a year
of 360 days, for the actual number of days elapsed. Payor may prepay
principal and interest on this Note at anytime without penalty or
premium upon 5 days prior notice to the Holder.

2.2    If payment of the outstanding principal
amount of this Note, together with accrued unpaid interest thereon at
the applicable rate of interest (as set forth herein), is not made on
the earlier to occur of (i) the Maturity Date (as such date may be
extended pursuant to the extension options set forth in Section 4
hereof) and (ii) the Accelerated Maturity Date (defined below), then
interest shall accrue on the outstanding principal amount due under
this Note and on any unpaid accrued interest due on this date of the
payment in full of such amounts (including from and after the date of
the entry of judgment in favor of the Holder in an action to collect
this Note) at an annual rate equal to the lesser of 18% or the
maximum rate of interest permitted by applicable law.








2.3    Notwithstanding
anything to the contrary contained in this Note, Payor shall not be
obligated to pay, and the Holder shall not be entitled to charge,
collect, or receive, interest in excess of the maximum rate allowed by
applicable law. During any period of time in which the interest rate
specified herein exceeds such maximum rate, any amounts of interest
collected by the Holder in excess of such maximum rate shall be deemed
to apply to principal and all payments of interest and principal shall
be recalculated to allow for such
characterization.

2.4    In the event that
the date for the payment of any amount payable under this Note falls
due on a Saturday, Sunday or public holiday under the laws of the State
of California, the time for payment of such amount shall be extended to
the next succeeding business day and interest shall continue to accrue
on any principal amount so effected until the payment thereof on such
extended due date.

3.    Security. This Note is the direct
obligation of the Company and is secured by all of the assets of Payor.
This Note is intended to be a valid and enforceable security agreement
in favor of Holder, and Payor hereby grants to Holder a lien and
security interest in and to all of the assets of Payor under the laws
of the State of California. The Holder of this Note shall be entitled
to all of the rights of a secured party under the laws of the State of
California, including the Uniform Commercial Code. The Payor shall
execute, if required, any and all UCC financing statements, or hereby
consents to the filing by Payor of such financing statements in the
appropriate jurisdictions in order to perfect the security agreement
provided for herein.

4.    Covenants. The Company covenants
and agrees that for so long as any portion of the indebtedness
evidenced by this Note, whether principal, accrued and unpaid interest
or any other amount at any time due hereunder, remains unpaid:

4.1    Negative Covenants. The Company will
not, without the prior written consent of Payee:

(a)   Sell, transfer or in any other manner
dispose of, or purchase or acquire, any business, assets, capital stock
or other property, except (i) in the ordinary course of its business,
or (ii) if (A) the transaction is a bona fide transaction in which
reasonably equivalent value is received by the Company, (B) no Event of
Default or Default (each defined hereinafter) has occurred and is
continuing or would occur after giving effect to such transaction, and
(C) payment of the principal amount of the Note and accrued and unpaid
interest thereon through the date of such payment shall have been made
or provided for from the net proceeds of such transaction.

(b)    Issue, create, incur, assume, permit,
guarantee or suffer to exist any indebtedness or other obligations for
money borrowed or capital lease obligations, except for (i)
indebtedness under the Note and any extension, renewal or refinancing
thereof; (ii) trade indebtedness incurred in the ordinary course of
business; and (iii) indebtedness or other obligations for money
borrowed which are subordinated in all respects, including, but not
limited to, priority upon liquidation, to the Note.

(c)    (i) Amend the certificate or articles
of incorporation or by-laws of the Company in any manner which would
impair or reduce the rights of the holders of the Note, (ii) effect a
merger or consolidation in which the Company is not the surviving
entity or (iii) liquidate, wind up its affairs or dissolve.

(d)    Directly or indirectly, enter into any
transaction with or for the benefit of an affiliate (other than on an
arms'-length basis and other than the reasonable compensation of
an affiliate for services as an officer, director or employee) prior to
repayment of the Note.

4.2     Affirmative
Covenants. The Company will:

(a)    Pay
and discharge all lawful taxes, assessments and governmental charges or
levies imposed upon it, upon its income and profits or upon any of its
assets, before the same shall become in default, as well as all lawful
claims for labor, materials and supplies which, if unpaid, might become
a lien or charge upon such properties or any part thereof, provided,
however, that the Company will not be required to pay and discharge any
such tax, assessment, charge, levy or 

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claim so long as (i) the validity,
applicability and/or the amount thereof shall be contested in good
faith by appropriate proceedings, (ii) the Company, shall have set
aside on its books adequate reserves in accordance with GAAP with
respect to any such tax, assessment, charge, levy or claim so
contested, and (iii) enforcement of any lien on any assets of the
Company associated with any such taxes, assessments, charges, levies or
claims shall have been effectively stayed or fully bonded pending the
final determination of any such proceedings.

(b)    Do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights and franchises and to comply in all material respects
with all laws, regulations and orders of each governmental authority
having jurisdiction over the Company.

(c)    Promptly following the occurrence of a
Default (as defined herein), furnish to the Holder a statement of the
Company's President or Chief Financial Officer setting forth the
details of such Default and the action which the Company proposes to
take with respect thereto.

(d)    At all
times maintain true and complete records and books of account in which
all of the financial transactions of the Company are duly recorded in
conformance with GAAP.

(e)    Cooperate
with the Holder and execute such further instruments and documents as
the Holder shall reasonably request to carry out to their satisfaction
the transactions contemplated by this Note, including the grant of the
security interests in the assets of the Payor.

(f)    Comply in all material respects with
(i) the applicable laws and regulations wherever its business is
conducted, the failure to comply with which would not have a material
adverse effect on Payor, (ii) the provisions of its charter documents
and by-laws , (iii) all agreements and instruments by which it or any
of its properties may be bound, the failure to comply with which would
not have a material adverse effect on Payor, and (iv) all applicable
decrees, orders and judgments.

5.    Events of Default. If any
of the following events (each an "Event of
Default") shall occur:

5.1    The Company fails to pay the principal
of, any installment of interest accrued on, or any other amount at
anytime owing under, the Note, as and when the same becomes due and
payable hereunder or thereunder; or

5.2    The Company defaults in the due
observance or performance of or breach any of its covenants contained
in this Note; or

5.3    The Company shall
(i) becomes insolvent, (ii) apply for or consent to the appointment of,
or the taking of possession by, a receiver, trustee or similar official
of or for itself or of or for all or a substantial part of its
property, (iii) make an assignment for the benefit of its creditors,
(iv) commence a voluntary case under the Federal Bankruptcy Code, as
now or hereafter in effect (the "Code"), (v)
file a petition seeking to take advantage of any other bankruptcy,
insolvency, moratorium, reorganization or other similar law of any
jurisdiction ("Other Laws"), (vi) acquiesce
as to, or fail to controvert in a timely or appropriate manner, an
involuntary case filed against the Company under the Code, or (vii)
take any corporate action in furtherance of any of the foregoing;
or

5.4    A proceeding or involuntary case
shall be commenced, without the application or consent of the Company
thereof, in any court of competent jurisdiction (i) under the Code,
(ii) seeking liquidation, reorganization, dissolution, winding up or
composition or readjustment of its debts under any Other Laws, or (iii)
seeking the appointment of a trustee, receiver or similar official for
it or for all or any substantial part of its assets, and any such
proceeding or case shall continue undismissed, or unstayed and in
effect, for a period of 90 days; or

5.5    The liquidation or dissolution of the
Company or any vote in favor thereof is approved by the board of
directors and/or shareholders of the Company; or

5.6    A proceeding is commenced to foreclose
a security interest in or lien on any asset of the Company as a result
of a default in the payment or performance of any indebtedness of the
Company in excess of $100,000, together with accrued unpaid interest
thereon and related costs; or

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5.7    An attachment
or garnishment is levied against the assets of the Company involving an
amount in excess of $100,000 and the lien created by such levy is not
vacated, bonded or stayed within 5 business days after such lien has
attached to such assets; or

5.8    The
Company sells all or substantially all of its assets or merges or is
consolidated with another corporation in which the Company, as the case
may be, is not the surviving corporation,

then, and in
any such event the Holder of this Note may by written notice to the
Company declare the entire unpaid principal amount of this Note
outstanding together with accrued interest thereon due and payable, and
the same shall, unless such default be cured within twenty (20) days
after such notice, forthwith become due and payable upon the expiration
of such twenty (20) day period, without presentment, demand, protest,
or other notice of any kind, all of which are expressly waived.

As used in this Note, "Accelerated Maturity
Date" means any date prior to the Maturity Date on which
the principal of and any accrued and unpaid interest on this Note is
declared to be, or becomes, due pursuant to this Section 5 and
"Default" means any event that is or, with
the passage of time or the giving of notice or both, would be, an Event
of Default.

6.    Suits for Enforcement and Remedies. If any
one or more Events of Default shall occur, the Holder may proceed to
(i) protect and enforce Holder's rights either by suit in equity
or by action at law, or both, whether for the specific performance of
any covenant, condition or agreement contained in this Note or in any
agreement or document referred to herein or in aid of the exercise of
any power granted in this Note or in any agreement or document referred
to herein, (ii) enforce the payment of this Note, or (iii) enforce any
other legal or equitable right of the Holder. No right or remedy herein
or in any other agreement or instrument conferred upon the Holder of
this Note is intended to be exclusive of any other right or remedy, and
each and every such right or remedy shall be cumulative and shall be in
addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise.

7.    Corporate Obligation. It is expressly understood that this
Note is solely a corporate obligation of the Company, and that any and
all personal liability, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims
against, every promoter, subscriber, incorporator, shareholder,
officer, or director of the Company, as such, are hereby expressly
waived and released by the Holder hereof by the acceptance of this Note
and as a part of the consideration for the issue hereof.

8.    Miscellaneous

8.1    The
obligations to make the payments provided for in this Note are absolute
and unconditional and not subject to any defense, set-off,
counterclaim, rescission, recoupment or adjustment whatsoever. No
provision of this Note shall alter or impair the obligations of the
Company hereby.

8.2    If, following the
occurrence of an Event of Default, the Holder of this Note shall seek
to enforce the collection of any amount of principal and/or accrued
interest on this Note, there shall be immediately due and payable by
the Company, in addition to the then unpaid principal of, and accrued
unpaid interest on, this Note, all costs and expenses incurred by the
Holder of this Note in connection therewith, including, without
limitation, reasonable attorneys' fees and disbursements.

8.3    No forbearance, indulgence, delay or
failure to exercise any right or remedy with respect to this Note shall
operate as a waiver or as an acquiescence in any Default, nor shall any
single or partial exercise of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or
remedy.

8.4    This Note may not be
modified or discharged (other than by payment), except by a writing
duly executed by the Company and Holder.

8.5    The headings of various sections and
subsections of this Note are for convenience of reference only and
shall in no way modify any of the terms or provisions of this Note.

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8.6    All notices
required to be given to any of the parties hereunder shall be in
writing and shall be deemed to have been sufficiently given for all
purposes when presented personally to such party, sent by telecopier
(with the original timely mailed), or sent by registered, certified or
express mail, return receipt requested, to such party at its address
set forth below:

If to the Company, to:

Myriad
Pictures, Inc.
 1520 Cloverfield Blvd., unit D
 Santa Monica,
CA 90404
 Attn: Kirk D'Amico
 Fax (310)
                      


If to the Payee, to:

TAG Entertainment Corp.

9916 S. Santa Monica Blvd.
 Beverly Hills, CA 90212
 Attn:
Steve Austin
 Fax (310) 277-3720

or hereafter given to the
other party hereto pursuant to the provisions of this Note.

8.7    The Company may not delegate its
obligations under this Note and such attempted delegations shall be
null and void. From and after the earlier of (i) the consummation of
the Transaction, or (ii) either party's election not to
consummate the Transaction, the Holder may assign, pledge or otherwise
transfer this Note without prior written consent of the Company. Prior
to such time, the Holder may not assign, pledge or otherwise transfer
this Note without the prior written consent of the Company. This Note
inures to the benefit of Payee, its successors and its assignee of this
Note and binds the Company, and its successors and assigns, and the
terms "Payee" and "the
Company" whenever occurring herein shall be deemed and
construed to include such respective successors and assigns.

8.8    This Note shall continue to be
effective or be reinstated, as the case may be, if at any time any
payment made pursuant to it is rescinded or must otherwise be returned
by the Holder upon bankruptcy or reorganization or otherwise of the
Company, all as though such payment had not been made.

8.9    THE COMPANY AND THE HOLDER EACH (I)
AGREES THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS NOTE SHALL BE INSTITUTED EXCLUSIVELY IN THE APPROPRIATE STATE
COURT, COUNTY OF LOS ANGELES OR IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF LOS ANGELES, CALIFORNIA, (II) WAIVES ANY OBJECTION
WHICH THE COMPANY MAY HAVE NOW OR HEREAFTER BASED UPON FORUM
NON CONVENIENS OR TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING, AND (III) IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE
STATE COURT, COUNTY OF LOS ANGELES, CALIFORNIA AND THE UNITED STATES
DISTRICT COURT FOR THE DISTRICT OF LOS ANGELES IN ANY SUCH SUIT, ACTION
OR PROCEEDING. THE COMPANY AND THE HOLDER EACH FURTHER AGREES TO ACCEPT
AND ACKNOWLEDGE SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN
ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE COURT, COUNTY OF LOS
ANGELES OR IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF LOS
ANGELES AND AGREES THAT SERVICE OF PROCESS UPON THE COMPANY OR THE
HOLDER, MAILED BY CERTIFIED MAIL TO THEIR RESPECTIVE ADDRESSES, SUCH
SERVICE TO BECOME EFFECTIVE THREE BUSINESS DAYS AFTER SUCH MAILING,
WILL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE
COMPANY OR THE HOLDER, AS THE CASE MAY BE, IN ANY SUIT, ACTION OR
PROCEEDING. FURTHER, BOTH THE COMPANY AND THE HOLDER HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION TO ENFORCE THIS 


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NOTE AND IN CONNECTION WITH ANY DEFENSE,
COUNTERCLAIM OR CROSSCLAIM ASSERTED IN ANY SUCH ACTION.


8.10    This Note is exchangeable, without
expense, upon the surrender hereof by the Holder at the principal
executive office of the Company, for two or more new Notes of like
tenor and date (except for the principal amounts thereof) representing
in the aggregate the same principal amount as this Note, in such
denominations as shall be designated by the Holder thereof at the time
of such surrender, provided that such new Notes shall be issuable in
minimum denominations of $10,000 and integral multiples thereof.

8.11    This Note shall be construed in
accordance with and governed by the laws of the State of California
without regard to principles of conflicts of law, and cannot be
changed, discharged or terminated orally but only by an instrument in
writing signed by the party against whom enforcement of any change,
discharge or termination is sought.

8.12    This Note is the binding and legal
obligation of the Payor, enforceable against it in accordance with its
terms and the officer executing this Note on behalf of the Payor has
been duly authorized by the Board of Directors of the Payor to execute
this Note.

PAYOR:

MYRIAD PICTURES,
INC.

By:                                                         


Name:
 Title:

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