REORGANIZATION AGREEMENT



     This  Reorganization  Agreement ("Agreement") is made and entered into this
30th  day  of  October  1997,  by  and among (i) Keystone Entertainment, Inc., a
Delaware  corporation,  which  is  referred to herein as the "Company," (ii) G/O
International, Inc., a Colorado corporation, which is referred to herein as "G/O
Colorado"  (iii)  Mac Filmworks, Inc., a Texas corporation, which is referred to
herein  as  "Macfilms"  (iv)  those  persons identified in Schedule A-1 attached
hereto,  who  are  the  beneficial owners of 4,100,000 shares of common stock of
Macfilms,  $0.001  par value per share, (the "Founding Shareholders"), (v) those
persons  identified  in  Schedule  A-2  hereto, who are the beneficial owners of
247,680  shares  of  common  stock of Macfilms, (the "Library Owners"), and (vi)
those  persons  identified in Schedule A-3 hereto, who are the beneficial owners
of  400,000  shares  of  common stock of Macfilms (the "Share Subscribers"). The
Founding  Shareholders,  the  Library  Owners  and  the  Share Subscribers shall
hereinafter  be  referred  to  collectively  as  the "Shareholders" or "Macfilms
Shareholders."  Two  of  the  Founding Shareholders, Jim McCullough, Sr. and Jim
McCullough,  Jr.,  are  referred  to  herein as the "Representing Shareholders".

     WHEREAS,  the  Shareholders,  own and have the right to sell, transfer, and
convey, 4,747,680 shares of Macfilms common stock, which constitutes one hundred
percent  (100%)  of  the  issued  and outstanding capital stock of Macfilms; and

     WHEREAS,  1,600,000  shares  of  the  Company's  common stock is issued and
outstanding  and owned by G/O Colorado, which constitutes 100% of the issued and
outstanding  capital  stock  of  the  Company;  and

     WHEREAS,  the  Company  wishes to acquire one hundred percent (100%) of the
issued  and  outstanding  capital  stock  of Macfilms through exchanging for the
4,747,680  shares  of Macfilms' common stock held by the Shareholders, 4,747,680
shares  of  the  Company's  common  stock;  and

     WHEREAS,  the  Shareholders  have  agreed  to  deliver  4,747,680 shares of
Macfilms'  common  stock  to  the Company in exchange for 4,747,680 shares newly
issued  shares  of  the  Company's  common  stock;  and

     WHEREAS,  after  the  exchange,  there  will be 6,347,680 shares of Company
common  stock  outstanding,  4,747,680  held  by  the  MacFilm  Shareholders and
1,600,000  held  by  G/O Colorado, which will be subsequently distributed to the
G/O  Colorado  shareholders.

     WHEREAS,  the  parties  hereto  wish  to  formalize  the  above  mentioned
agreements  and  thereafter accomplish such exchange on the terms and conditions
set  forth  herein.


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     NOW,  THEREFORE,  in  consideration  of  the  premises  and  of  the mutual
covenants  hereinafter  set  forth,  the parties hereto have agreed and by these
presents  do  hereby  agree  as  follows:


     1.  REPRESENTATION,  WARRANTIES  AND  COVENANTS  BY  MACFILMS  AND  THE
REPRESENTING  SHAREHOLDERS.  MacFilms  and the Representing Shareholders, hereby
jointly  and severally make the following express representations and warranties
to  the  Company:

          A.   MacFilms is a corporation duly organized, validly existing and in
               good standing under the laws of Texas and has the corporate power
               to own its property and carry on its business in Texas. Copies of
               MacFilms'  Articles  of Incorporation and By-laws have heretofore
               been  furnished  to  the Company by MacFilms, and all such copies
               are true, correct and complete copies of the original Articles of
               Incorporation  and  By-laws  including  all  amendments  thereto.

          B.   MacFilms  has  the  corporate  authority  to  issue  a  total  of
               10,000,000  shares  of  $0.001  par  value common stock, of which
               4,747,680  shares have been issued and are outstanding. As of the
               date  of  Closing,  there  are  not any outstanding or authorized
               options,  warrants,  rights,  subscriptions,  claims  of  any
               character,  agreements,  obligations, convertible or exchangeable
               securities,  or  other  commitments,  contingent  or  otherwise,
               relating  to  the  MacFilms' capital stock, pursuant to which the
               MacFilms  is  or  may  become  obligated  to  issue shares of the
               MacFilms'  common stock, any other shares of its capital stock or
               any  securities convertible into, exchangeable for, or evidencing
               the  right  to  subscribe for, any shares of the capital stock of
               MacFilms.

          C.   The  Shareholders  have  full power and authority to exchange the
               4,747,680 shares of MacFilms' common stock which are held by them
               upon the terms and conditions provided for in this Agreement, and
               said shares of common stock have been duly and validly issued and
               will  be  free  and clear of any lien or other encumbrance on the
               Closing  Date  specified  herein.

          D.   Except as described in this Agreement or disclosed to the Company
               in  the schedule attached hereto as Schedule "B" (the "Disclosure
               Schedule"),  MacFilms  has  not:

               (1)  issued  and  committed to issue any additional shares of its
                    capital  stock,  or  any  options  to  acquire  such  stock;


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               (2)  paid  or declared any dividends or distributions of capital,
                    surplus,  or  profits  with respect to any of its issued and
                    outstanding  shares  of  capital  stock;  or

               (3)  entered into any other transaction or agreement which would,
                    or  might,  materially  impair  the  shareholder's equity of
                    MacFilms.

          E.   Except as provided herein or in the Disclosure Schedule, MacFilms
               has  not  engaged  in  any  material  transactions  other  than
               transactions  in  the  normal  course  of  the  operation  of its
               business,  which  would,  or  might,  materially  impair  the
               shareholder's  equity  of  MacFilms.

          F.   MacFilms  is not involved in any pending or threatened litigation
               which would, or might, materially affect its financial condition.

          G.   To  the  best  of  MacFilms knowledge, it has good and marketable
               title to all of the property and assets free and clear of any and
               all  liens,  encumbrances  or  restrictions,  except  for:

               (1)  taxes  and  assessments  which may become due and payable in
                    the  ordinary  course  of  business;

               (2)  easements  or  other  minor restrictions with respect to its
                    property  which  do not materially affect the present use of
                    such  property;  and

               (3)  those  items  disclosed  on  the  Disclosure  Schedule.

          H.   There  are no unpaid assessments or proposed assessments of State
               or  Federal  income  taxes  pending  against  MacFilms  and  all
               liabilities  for  Federal and State income or franchise taxes, as
               shown on the tax returns filed, or to be filed, by MacFilms, have
               been paid or the liability therefor has been provided for and all
               Federal  and  State  income  or  franchise  taxes  for  periods
               subsequent  to  the periods covered by said returns likewise have
               been  paid or adequately accrued; except where the failure to pay
               would  not  have  a  material  adverse  effect on the business of
               MacFilms  or  as  disclosed  in  the  Disclosure  Schedule.


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          I.   The execution and delivery of this Agreement, and the issuance of
               the  MacFilms' common stock required to be issued hereunder, will
               have  been  duly authorized by all necessary corporate action and
               neither  the  execution  nor  delivery  of this Agreement nor the
               issuance  of  the  MacFilms'  common  stock, nor the performance,
               observance  or  compliance  with the terms and provisions of this
               Agreement  will  violate  any  provision of law, any order of any
               court or other governmental agency, the Articles of Incorporation
               or  By-Laws  of the MacFilms or any indenture, agreement or other
               instrument  to which MacFilms is a party, or by which it is bound
               or  by  which  any  of  its  property  is  bound.

          J.   There  is no legal, administrative, arbitral or other proceedings
               claim,  action,  cause of action or governmental investigation of
               any  nature  seeking  to  impose,  or  that  could  result in the
               imposition,  on MacFilms of any liability easing under any local,
               state  or federal environmental statute, regulation or ordinance,
               including,  without  limitation,  the Comprehensive Environmental
               Response  Compensation  and  Liability  Act  of 1980, as amended,
               pending  or  threatened  against  the  Company,  which  would  be
               required  to  be  disclosed  pursuant  to  Item  103  or  303  of
               Regulation SK (17 CFR 229). To the best knowledge of the MacFilms
               there  is  no  reasonable  basis  for  any such proceeding, claim
               action,  or governmental investigation that would impose any such
               liability;  and  MacFilms  is  subject  to  any  agreement order,
               judgment, decree or memorandum by or with any court, governmental
               authority,  regulatory  agency  third  party  imposing  any  such
               liability.

          K.   MacFilms  has  not  established, maintained or contributed to any
               employee  benefit  plans.  As  used  herein,  the  term "Employee
               Benefit  Plans"  means  all  employee  benefit  plans  within the
               meaning  of  section  3(3)  of  the  Employee  Retirement  Income
               Security  Act  of  1974,  as  amended  ("ERISA").

          L.   Macfilms  has  agreed  to  engage Malone &Bailey, PLLC to prepare
               audited financial statements from inception through September 30,
               1997 which will be provided to the Company and G/O Colorado prior
               to  the  Closing  Date.

     MacFilms  and  the  Representing Shareholders further represent and warrant
that  all  of  the representations and warranties set forth above are true as of
the  date  of this Agreement, shall be true at the Closing Day and shall survive
the  Closing  for  a  period  of  six  months  from  the  Closing  Date.


          2. REPRESENTATIONS AND WARRANTIES BY THE COMPANY AND G/O COLORADO. The
     Company  and G/O Colorado hereby make the following express representations
     and  warranties  to  MacFilms  and  the  MacFilms  Shareholders:


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          A.   The Company is a corporation duly organized, validly existing and
               in  good standing under the laws of the State of Delaware and G/O
               Colorado is a corporation duly organized, validly existing and in
               good  standing  under  the laws of the State of Colorado and each
               has  the  corporate  power to own its properties and carry on its
               business  as  now  being  conducted.  Certified  copies  of  the
               Company's  Certificate  of  Incorporation  and  By-Laws  and  G/O
               Colorado's  Articles of Incorporation and By-laws have heretofore
               been  furnished  to  MacFilms by the Company and by G/O Colorado,
               and  all such copies are true, correct and complete copies of the
               original  Certificate of Incorporation, Articles of Incorporation
               and  By-Laws  including  all  amendments  thereto.

          B.   The  Company  has  the  corporate  authority  to issue a total of
               60,000,000  shares  of  capital  stock  consisting  of 50,000,000
               shares  of  $.001 par value preferred stock and 10,000,000 shares
               of  $.001  par  value  common  stock of which 1,600,000 shares of
               common  stock  and  no  shares  of  preferred stock are presently
               issued  and outstanding. As of the date of Closing, there are not
               any  outstanding  or  authorized  options,  warrants,  rights,
               subscriptions,  claims of any character, agreements, obligations,
               convertible  or  exchangeable  securities,  or other commitments,
               contingent or otherwise, relating to the Company's capital stock,
               pursuant to which the Company is or may become obligated to issue
               shares  of  the  Company's  common stock, any other shares of its
               capital  stock  or  any securities convertible into, exchangeable
               for,  or evidencing the right to subscribe for, any shares of the
               capital  stock of the Company. All of the shares of the Company's
               common  stock have the same voting and other rights. G/O Colorado
               has the corporate authority to issue a total of 20,000,000 shares
               of  $.01  par  value  per  share common stock, of which 5,985,372
               shares  are  presently  issued  and  outstanding.

          C.   Since inception, the Company has had no operations, revenues from
               operations,  nominal  assets  and  has  incurred  no liabilities.

          D.   The  Company  has  no  subsidiaries.  G/O  Colorado  has  those
               subsidiaries  set  forth  in  Schedule  C  hereto.

          E.   The Company is not subject to the reporting obligations under the
               Securities  Exchange Act of 1934, as amended (the "Exchange Act")
               and  has  not  filed  a  transitional report submitting it to the
               reporting  requirement  of  Section 12(g) under the Exchange Act.
               The  Company  will  file  a  Form 15c2-11 as soon as practicable.

          F.   Attached hereto as Schedule D is a list of all documents filed by
               G/O  Colorado  with  the  United  States  Securities  &  Exchange
               Commission  for  the  past  twelve  months as of the date of this
               Agreement  (the  "Filings").  The  Company  has  provided  or has

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               offered  to  provide each of the Shareholders copies of each item
               set  forth  in  Schedule  D.

          G.   As  of  their  respective  dates, the Filings did not contain any
               untrue  statement  of a material fact or omit to state a material
               fact  required  to  be  stated  therein  or necessary to make the
               statements  therein,  in  light  of the circumstances under which
               they  were  made,  not  misleading.  Each  of the balance sheets,
               statements  of  income,  statements  of  stockholders' equity and
               statements  of  cash flows included in the Filings, were prepared
               in  accordance  with  generally  accepted  accounting  principles
               consistently  applied  and  fairly  present  the  consolidated
               financial  position  of  the G/O Colorado as of the dates thereof
               and  the results of its operations, stockholders' equity and cash
               flows  for  the  periods  then  ended.

          H.   Subsequent  to the Closing Date of this Reorganization Agreement,
               Macfilms or the Company will file an amendment to its Certificate
               of  Incorporation and adopt such resolutions as necessary for the
               purpose  of  changing  the name of the Company to "Mac Filmworks,
               Inc."

          I.   The  unaudited  Financial  Statements  of  the  Company which are
               attached  hereto  as  Schedule  E  (the  "Financial  Statements")
               constitute  substantially  true  and  correct  statements  of the
               financial  condition  of  the  Company  and the Company's assets,
               liabilities  and  income  as  of such date. Since the date of the
               balance  sheet contained in the Financial Statements, the Company
               has  not:

               (1)  issued  any  additional  shares  of  its common stock to any
                    person;

               (2)  paid  or declared any dividends or distributions of capital,
                    surplus,  or  profits  with respect to any of its issued and
                    outstanding  shares  of  common  stock;

               (3)  paid or agreed to pay any consideration in redemption of any
                    of  its  issued  and  outstanding shares of common stock; or

               (4)  entered into any other transaction or agreement which would,
                    or  might, materially impair the shareholder's equity of the
                    Company  as  reflected  in  such  balance  sheet.


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          J.   The  Company,  subject  to  obtaining shareholder approval of the
               proposed  amendments  to  its  Certificate  of  Incorporation, as
               contemplated  hereby,  which  the  Company  hereby  agrees  to
               faithfully  undertake  and  complete, has the corporate power and
               authority  to  execute  and  perform  all  of  its  duties  and
               obligations  under  the  terms of this Agreement and to issue and
               deliver  to  the  MacFilms  Shareholders,  those shares of common
               stock  that  are  required  to  be issued and delivered under the
               terms  of  this  Agreement.

          K.   The execution and delivery of this Agreement, and the issuance of
               the  Company's common stock required to be issued hereunder, will
               have  been  duly authorized by all necessary corporate action and
               neither  the  execution  nor  delivery  of this Agreement nor the
               issuance  of  the  Company's  common  stock, nor the performance,
               observance  or  compliance  with the terms and provisions of this
               Agreement  will  violate  any  provision of law, any order of any
               court  or  other  governmental  agency,  the  Certificate  of
               Incorporation  or  By-Laws  of  the  Company  or  the Articles of
               Incorporation  or  By-laws  of  G/O  Colorado  or  any indenture,
               agreement  or  other  instrument  to  which  the  Company  or G/O
               Colorado  is  a party, or by which it is bound or by which any of
               its  property  is  bound.

          L.   Neither  the  Company nor G/O Colorado is involved in any pending
               or threatened litigation which would, or might, materially affect
               its  financial  condition  and  which  has  not  been:

                    (1)  provided  for  in  the  Financial  Statements,  or
                    (2)  provided  in  the  Filings.

          M.   There are no unpaid assessments or proposed assessments of income
               taxes  pending  against  the  Company  or  G/O  Colorado.  All
               liabilities  for  Federal and State income or franchise taxes, as
               shown  on  the  tax returns filed, or to be filed, by the Company
               and  G/O  Colorado,  have been paid or the liability therefor has
               been  provided  for in the Balance Sheet contained in the Filings
               and  all  Federal and State income or franchise taxes for periods
               subsequent  to  the periods covered by said returns likewise have
               been  paid  or  adequately  accrued.

          N.   The  shares of the Company's common stock which will be delivered
               to  the  MacFilms  Shareholders  pursuant  to  the  terms of this
               Agreement  will, on delivery in accordance with the terms hereof,
               be  duly  authorized,  validly  issued  and  fully  paid  and non
               assessable.


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          O.   On  the  Closing  Date,  the  Company  will  cause  the following
               individuals  to  be  elected to the Company's Board of Directors:
               Jim  McCullough,  Sr., Jim McCullough, Jr., Scott W. Thompson and
               Victor  C.  Serafino.

          P.   Except  as set forth in the balance sheet of the Company attached
               hereto  as Schedule E, the Company has no material claims against
               it,  liabilities  or  indebtedness,  contingent or otherwise. The
               Company does not know or have reason to know of any basis for the
               assertion  against  the  Company of any liability of any material
               nature  or in any material amount not fully reflected or reserved
               against  in  the  Company's  balance  sheet.

          Q.   There  is no legal, administrative, arbitral or other proceedings
               claim,  action,  cause of action or governmental investigation of
               any  nature  seeking  to  impose,  or  that  could  result in the
               imposition,  on  the  Company  or  G/O  Colorado of any liability
               easing  under  any local, state or federal environmental statute,
               regulation  or  ordinance,  including,  without  limitation,  the
               Comprehensive  Environmental  Response Compensation and Liability
               Act  of  1980,  as  amended,  pending  or  threatened against the
               Company, which would be required to be disclosed pursuant to Item
               103  or  303 of Regulation SK (17 CFR 229). To the best knowledge
               of  the Company and G/O Colorado there is no reasonable basis for
               any  such proceeding, claim action, or governmental investigation
               that would impose any such liability; and neither the Company nor
               G/O  Colorado is subject to any agreement order, judgment, decree
               or  memorandum  by  or  with  any  court, governmental authority,
               regulatory  agency  third  party  imposing  any  such  liability.

          R.   Neither the Company nor G/O Colorado have established, maintained
               or contributed to any employee benefit plans. As used herein, the
               term  "Employee  Benefit  Plans" means all employee benefit plans
               within  the  meaning  of  section  3(3)  of  ERISA.

          The Company and G/O Colorado further represent and warrant that all of
the  representations  and  warranties set forth above are true as of the date of
this  Agreement, shall be true at the Closing Date and shall survive the closing
for  a  period  of  six  months  from  the  Closing  Date.

          3.  CONDITIONS TO THE OBLIGATIONS OF THE COMPANY AND G/O COLORADO. The
obligations  of  the  Company  hereunder  shall  be  subject  to  the  following
conditions:

          A.   The  Company  shall  not  have  discovered  any  material  error,
               misstatement  or  omission  in  any  of  the  representations and
               warranties made by MacFilms, and/or the Representing Shareholders
               herein  and  all the terms and conditions of this Agreement to be
               performed  and  complied  with  have  been performed and complied
               with.


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          B.   There  shall  have  been  no  substantial  adverse changes in the
               financial  condition, business or operations of MacFilms from the
               date  of  this  Reorganization Agreement, until the Closing Date,
               except  for  changes  resulting  from operations in the usual and
               ordinary  course  of  its  business,  and  between  such dates no
               business  and  assets  of  MacFilms  shall  have  been materially
               adversely  affected  as  the  result  of  any  fire,  explosion,
               earthquake,  flood, accident, strike, lockout, combination of the
               workmen,  taking  over  of  any  such  assets by any governmental
               authorities,  riot, activities of armed forces, or Acts of God or
               of  the  public  enemies.

          4.  CONDITIONS TO THE OBLIGATIONS OF THE REPRESENTING SHAREHOLDERS AND
MACFILMS.  The  obligations  of  the  Representing  Shareholders  and  MacFilms
hereunder  are  subject  to  the  following  conditions:

          A.   The  Representing  Shareholders  and  MacFilms  shall  not  have
               discovered  any  material  error  or  misstatement  in any of the
               representations  and  warranties  made  by the Company and/or G/O
               Colorado  herein  and  all  the  terms  and  conditions  of  this
               Agreement to be performed and complied with by the Company and/or
               G/O  Colorado  have  been  performed  and  complied  with.

          B.   There  shall  have  been  no  substantial  adverse changes in the
               financial condition, business or operations of the Company and/or
               G/O  Colorado, except for changes resulting from those operations
               in the usual ordinary course of the business, and no business and
               assets  of  the  Company  and/or  G/O  Colorado  shall  have been
               materially  adversely  affected  as  the  result  of  any  fire,
               explosion,  earthquake,  flood,  accident,  strike,  lockout,
               combination of the workmen, taking over of any such assets by any
               governmental  authorities,  riot,  activities of armed forces, or
               Acts  of  God  or  of  the  public  enemies.

          C.   G/O  Colorado's  board  of  directors  shall  have:

               (i) adopted a resolution approving the distribution of a total of
               1,600,000  shares  of  the  Company's  common  stock  to  its
               shareholders.

               (ii)  distributed  the Company's 1,600,000 shares of common stock
               to  an  escrow  agent to be held by such escrow agent for further
               distribution  to those G/O Colorado shareholders or their assigns
               determined  as  of a dividend date selected by G/O Colorado, upon
               registration of its common stock, either under the Securities Act
               of  1933,  as  amended  or  under Section 12(g) of the Securities
               Exchange  Act  of  1934,  as  amended. Of the 1,600,000 shares of
               Company  common  stock,  1,040,000 shall be subject to a one year
               contractual  lock-up.

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          5.  CONDITIONS SUBSEQUENT. The following conditions shall occur within
a  reasonable  time  after  the  Closing  contemplated  hereby:

               (i) G/O Colorado shall distribute 1,600,000 shares of the Company
               common  stock  to  its  shareholders.  Of the 1,600,000 shares of
               Company  common  stock,  1,040,000 shall be subject to a one year
               contractual  lock-up.

               (ii)  The  Company  shall  prepare  and  file  with  the  SEC  a
               registration  statement,  thereby  registering  its common stock,
               either  pursuant  the  Securities  Act  of  1933,  as  amended or
               pursuant to Section 12(g) of the Securities Exchange Act of 1934,
               as  amended,

          6.  CLOSING DATE. The Closing of this Agreement ("Closing Date") shall
take place  on  or  before  November  7,  1997.

          7.  EXCHANGE  OF  SECURITIES.  Subject to the terms and conditions set
forth herein,

          A.   At  the  time  of the Closing referred to in Section 6 hereof the
               Company  will  issue  and  deliver,  or  cause  to  be issued and
               delivered  to  the  MacFilms Shareholders identified in Schedules
               A-1,  A-2 and A-3 hereto certificates evidencing the ownership of
               the  securities  as designated therein and concurrently therewith
               the MacFilms Shareholders identified in Schedule A-1, A-2 and A-3
               hereto  shall directly or through their agent deliver or cause to
               be  delivered  to  the  Company,  certificates  evidencing  the
               ownership  of  securities  (or  provide  an  Affidavit  of  Lost
               Certificate  with  indemnity) as designated, all duly endorsed to
               the  Company,  and

          8.  ACTIONS  AT  THE  CLOSING.  At  the Closing of this Agreement, the
Company  and  the  MacFilms  Shareholders  will  each  deliver,  or  cause to be
delivered  to  the  other,  the  securities  to  be exchanged in accordance with
Section  6  of  this  Agreement and each party shall pay any and all Federal and
State taxes required to be paid in connection with the issuance and the delivery
of  their  own  securities.  All  stock certificates shall be in the name of the
party  to  which  the  same  are deliverable. In addition to the above mentioned
exchange  of  certificates,  the  following  transactions will take place at the
Closing.

          THE  COMPANY  AND  G/O  COLORADO  WILL DELIVER TO THE SHAREHOLDERS AND
MACFILMS:


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          A.   Duly  certified  copies  of  corporate  resolutions  and  other
               corporate  proceedings  taken  by the Company and G/O Colorado to
               authorize  the  execution,  delivery  and  performance  of  this
               Agreement;

          B.   A  certificate executed by a principal officer of the Company and
               G/O  Colorado  attesting  to  the  fact that all of the foregoing
               representations  and  warranties  of the Company and G/O Colorado
               are  true  and correct as of the Closing Date and that all of the
               conditions  to the obligations of the MacFilms Shareholders which
               are  to  be  performed  by the Company and G/O Colorado have been
               performed  as  of  the  Closing  Date;  and

          C.   A  certificate  of  corporate good standing for G/O Colorado from
               the  State  of Colorado which shall be dated no more than 60 days
               prior  to  the  Closing  Date.

          THE  REPRESENTING  SHAREHOLDERS  AND  MACFILMS  WILL  DELIVER  TO  THE
               COMPANY:

          A.   Duly  certified  copies  of  corporate  resolutions  and  other
               corporate  proceedings  taken  by  MacFilms  to  authorize  the
               execution,  delivery  and  performance  of  this  Agreement;

          B.   A  certificate  by  a  principal  officer  of  MacFilms  and  the
               Representing  Shareholders  that  each of the representations and
               warranties of the Representing Shareholders and MacFilms are true
               and correct as of the Closing Date and that all of the conditions
               to  the  obligations  of the Company which are to be performed by
               MacFilms  and the MacFilms Shareholders have been performed as of
               the  Closing  Date.

          C.   A  certificate of corporate good standing for MacFilms from Texas
               which  shall  be  dated no more than 60 days prior to the Closing
               Date;  and

          9.  CONDUCT OF BUSINESS. Between the date hereof and the Closing Date,
MacFilms  shall  conduct  its  business  in  the  same  manner  in  which it has
heretofore  been  conducted and the Shareholders will not permit MacFilms to (1)
enter  into  any contract, other than in the ordinary course of business, or (2)
declare  or  make  any  distribution  in  the  nature of a dividend or return of
capital  to  the  MacFilms  Shareholders,  without  first  obtaining the written
consent  of  the  Company.

          10.  BOARD  OF  DIRECTORS. Immediately after the Closing, the Board of
Directors  of  the  Company  shall  have  a meeting, at which all of the present
directors of the Company shall resign, and they shall fill the vacancies created
by  their  respective  resignations,  as  members  of  the  Company's  Board  of
Directors,  in accordance with the By-Laws of the Company, with such individuals
as  the  Directors  of  MacFilms  shall  designate  to  the  Company in writing.


                                       11
<PAGE>
          11.  FUTURE  REGISTRATION.  The  MacFilms  Shareholders understand the
Company's  common  stock has not been registered under the Act or any State Act,
they  must  hold  the Company's common stock indefinitely, and cannot dispose of
any  or  all  of them unless such they are subsequently registered under the Act
and any applicable State Act, or exemptions from registration are available. The
MacFilms Shareholders acknowledge and understand that (unless they have received
an  independent registration rights agreement executed by the Company pertaining
to the Company's securities they hold) they have no independent right to require
the  Company  to register the securities held by them. The MacFilms Shareholders
further  understand  that the Company may, as a condition to the transfer of any
of  the  shares  of  the  Company's  common stock or the Company's common stock,
require  that  the request for transfer be accompanied by an opinion of counsel,
in  form  and  substance  satisfactory to the Company, provided at such MacFilms
Shareholder's  expense, to the effect that the proposed transfer does not result
in  violation  of  the  Act or any applicable State Act, unless such transfer is
covered  by  an  effective  registration  statement  under  the  Act  and  is in
compliance  with  all  applicable  State  Acts.

          12.  TRANSFERABILITY.  All  shares of the Company's common stock which
are  issued to the MacFilms Shareholders pursuant to the terms of this Agreement
shall  be "restricted securities" within the meaning of Regulation D of the Act.
The Company shall issue stop transfer instructions to the transfer agent for its
common  stock  and  shall  place  the  following  legend  on  the  certificates
representing  such  stock:

          "THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE BEEN ACQUIRED
          PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON AN EXEMPTION UNDER
          THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE NOT BEEN
          THE  SUBJECT  TO  A  REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE
          SECURITIES  ACT.  THE  SECURITIES  MAY  NOT  BE  SOLD  OR  OTHERWISE
          TRANSFERRED  IN  THE  ABSENCE  OF  SUCH  REGISTRATION  OR  APPLICABLE
          EXEMPTION  THEREFROM  UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES
          ACT."

          13. ACCESS  TO  INFORMATION.  Concurrently  herewith,  the Company has
delivered  to  the  MacFilms  Shareholders  correct  and  complete copies of all
documents  and  records requested by the Shareholders. In addition, the MacFilms
Shareholders  have had the opportunity to ask questions of, and received answers
from,  officers  and  directors of the Company, and persons acting on its behalf
concerning  such  information and the terms and conditions of the Agreement, and
have  received  sufficient information relating to the Company to enable them to
make  an  informed decision with respect to the acquisition of the common stock.

          14.  NO  SOLICITATION.  At no time were the MacFilms Shareholders
presented  with or solicited by any leaflet, public promotion meeting, circular,
newspaper  or  magazine article, radio or television advertisement, or any other
form  of  general advertising in connection with their acquisition of the common
stock.

          15.  EXPENSES.  The  MacFilms  Shareholders, MacFilms, the Company and
G/O Colorado shall each pay their respective expenses incident to this Agreement
and  the  transactions  contemplated hereby, including all fees of their counsel
and  accountants,  whether  or  not  such  transactions  shall  be  consummated.


                                       12
<PAGE>
          16.  FINDERS.  The  MacFilms Shareholders and MacFilms shall indemnify
and  hold  G/O Colorado and the Company harmless against and with respect to all
claims  or  brokerage  or  other  commissions  relative to this Agreement or the
transactions  contemplated  hereby,  based  on  any agreements, arrangements, or
understandings  claimed  to  have  been  made  by  the MacFilms Shareholders and
MacFilms  with any third party. The Company and G/O Colorado shall indemnify and
hold the MacFilms Shareholders and MacFilms harmless against and with respect to
all  claims for brokerage or other commissions relative to this Agreement or the
transactions  contemplated  hereby,  based  in  any agreements, arrangements, or
understandings  claimed  to  have been made by the Company with any third party.
Except  as  provided  in  Exhibit B, each party to this Agreement represents and
warrants to each other party that it has not dealt with and does not know of any
person,  firm or corporation asserting a brokerage, finder's or similar claim in
connection  with the making or negotiation of this Agreement or the transactions
contemplated  hereby.

          17.  ATTORNEY'S FEES. In the event of any litigation among the parties
related  to this Agreement, the prevailing party shall be entitled to reasonable
attorney's  fees and costs to be fixed by the court, said fees to include appeal
and  collection  of  judgment.

          18.  MISCELLANEOUS.

          A.   This  Agreement  shall  be  controlled, construed and enforced in
               accordance with the laws of the State of Texas, without reference
               to  the  choice  of  law  doctrine  of  such state. Any action or
               proceeding  against any of the parties hereto relating in any way
               to  this  Agreement or the subject matter hereof shall be brought
               and  enforced exclusively in the United States District Court for
               the  Southern  District of Texas or any Texas state court sitting
               in Harris County, and the parties hereto consent to the exclusive
               jurisdiction  of  such  courts  with  respect  to  such action or
               proceeding.

          B.   This Agreement shall not be assignable by any party without prior
               written  consent  of  the  others.

          C.   All paragraph headings herein are inserted for reference purposes
               only  and  shall  not  in  any  way  affect  the  meaning  or
               interpretation  of  this  Agreement.

          D.   This  Agreement  sets  forth the entire understanding between the
               parties,  there  being  no  terms,  conditions,  warranties  or
               representations  other  than  those  contained  herein,  and  no
               amendments  hereto  shall  be  valid  unless  made in writing and
               signed  by  the  parties  hereto.


                                       13
<PAGE>
          E.   This  Agreement  shall  be  binding  upon  and shall inure to the
               benefit  of  the  heirs, executors, administrators and assigns of
               the  MacFilms  Shareholders, and MacFilms and upon the successors
               and  assigns  of  the  Company  and  G/O  Colorado.

          F.   All  notices,  requests,  instructions,  or other documents to be
               given  hereunder shall be in writing and sent by registered mail:


          IF  TO  MACFILMS  SHAREHOLDERS:

               Mac  Filmworks,  Inc.
               9464 Mansfield Road
               Shreveport,  Louisiana  71108
               c/o  Jim  McCullough


          WITH  COPIES  TO:

               Brewer  &  Pritchard  P.C.
               Attention:  Thomas  Pritchard,  Esq.
               1111  Bagby  Street
               Suite  2450
               Houston,  Texas  77002

          IF  TO  THE  COMPANY:

               Keystone  Entertainment,  Inc.
               11849  Wink
               Houston,  Texas  77024
               Attention:  Jack  Burns

          WITH  COPIES  TO:

               Mr.  David  Strawn,  Esq.
               Suite  300
               11440  W.  Bernardo  Court
               San  Diego,  California  92127

          IF  TO  G/O  COLORADO:

               G/O  International,  Inc.
               11849  Wink
               Houston,  Texas  77024
               Attention:  Jack  Burns


                                       14
<PAGE>
          G.   Any  term  or  provision  of  this  Agreement  that is invalid or
               unenforceable  in  any  situation  in  any jurisdiction shall not
               affect  the validity or enforceability of the remaining terms and
               provisions  hereof  or  the  validity  or  enforceability  of the
               offending  term  or  provision  in  any other situation or in any
               other  jurisdiction.

          H.   This  Agreement  may  be  executed in counterparts, each of which
               shall  be  deemed  an original, but all of which shall constitute
               the  same  instrument.





     [The  Remainder  of  the  page  intentionally  left  blank]





                                       15
<PAGE>
                            REORGANIZATION AGREEMENT
                           COUNTERPART SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of  the  day  and  year  first  above  written.




                                   KEYSTONE  ENTERTAINMENT,  INC.,
                                   A  DELAWARE  CORPORATION



                                   By:   /S/   J. L.  BURNS
                                      ----------------------
                                   Name:       J. L.  Burns
                                        ----------------------
                                   Its:        President
                                       ------------------


                                   G/O  COLORADO,
                                   A  COLORADO  CORPORATION


                                   By:   /S/  J. L. BURNS
                                      ----------------------
                                   Name:      J. L. Burns
                                        ----------------------
                                   Its:       President
                                       ------------------


                                       16
<PAGE>
                            REORGANIZATION AGREEMENT
                           COUNTERPART SIGNATURE PAGE


     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of  the  day  and  year  first  above  written.


                         MAC FILMWORKS, INC., A
                         TEXAS CORPORATION

                         By: /S/ JIM MCCULLOUGH, SR.
                            --------------------------
                            Jim McCullough, Sr., President



                         REPRESENTING SHAREHOLDERS



                         By: /S/ JIM MCCULLOUGH, SR.
                            --------------------------
                            Jim McCullough, Sr.

                         By: /S/ JIM MCCULLOUGH, SR.
                            --------------------------
                            Jim McCullough, Jr.


                                       17
<PAGE>
                              MACFILMS CORPORATION
                                   COUNTERPART
                     REORGANIZATION AGREEMENT SIGNATURE PAGE
                              MACFILMS SHAREHOLDER




The  undersigned,  in  his,  her  or  its  capacity  as  the beneficial owner of
_______________  shares  of  the  $0.001 par value per share common stock of Mac
Filmworks,  Inc.  a  Texas  corporation  (the  "MacFilms"),  hereby joins in and
executes  the Reorganization between and among G/O Colorado, the Company and the
MacFilms  Shareholders that shall execute and deliver this Counterpart Signature
Page  to  the  Reorganization  Agreement.

The undersigned hereby grants a Special Power of Attorney to the duly authorized
officers  of  MacFilms and constitutes and appoints such officers as his, her or
its  true  and  lawful Attorney-In -Fact with full power and authority to act in
his,  her  or its name, place and stead to execute, acknowledge and swear to the
Reorganization  Agreement  on  his,  her  or  its  behalf  if,  as and when such
Reorganization  Agreement  is  execute  by  MacFilms.

Such  officers  and  MacFilms  are also specifically authorized and empowered to
attach  this  Signature  Page  to the executed Reorganization Agreement with the
same  force  and  legal effect as would obtain if the undersigned had personally
performed such act. The Power of Attorney granted hereby shall be deemed to be a
power  coupled  with  an  interest,  which  is irrevocable and shall survive the
death,  incompetency  or  incapacity  of  the  undersigned.

IN WITNESS WHEREOF, the undersigned has executed this Counterpart Signature Page
in  the  City  of  ____________  State  of  _____________  this  ________ day of
_________  1997.

_________________________________
Signature

________________________________
Name Printed

________________________________
Street Address

_______________________________
City, State, Zip


                                       18
<PAGE>
<TABLE>
<CAPTION>
                       SCHEDULE A-1 FOUNDING SHAREHOLDERS:



Name of MacFilms  Shareholder     No. of MacFilms  Shares  No. of Company Shares
--------------------------------  -----------------------  ---------------------
<S>                               <C>                      <C>

Jimmie B. McCullough, Sr.
463 Dunmoreland Circle
Shreveport, LA  71106                           1,800,000              1,800,000

Lel H. McCullough
463 Dunmoreland Circle
Shreveport, LA  71106                             200,000                200,000

Jimmie B. McCullough, Jr.
675 Lockette Street
Shreveport, LA   71106                          1,800,000              1,800,000

Mary Catherine McCullough Glover
8559 Buncomb Road
Shreveport, LA   71129                            200,000                200,000

Scott W. Thompson
Eurotrade
5444 Westheimer, Suite 2000
Houston, Texas 77056                               50,000                 50,000

Victor C. Serafino
Attorney at Law
5444 Westheimer, Suite 2000
Houston, Texas 77056                               50,000                 50,000

TOTAL                                           4,100,000              4,100,000
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                          SCHEDULE A-2 LIBRARY OWNERS:


Name of MacFilms  Shareholder   No. of MacFilms  Shares  No. of Company Shares
------------------------------  -----------------------  ---------------------
<S>                             <C>                      <C>

CINEVID
Ken Hartford
2899 Agorua Road, Suite 329
Westlake Village, CA 91361                       17,400                 17,400

Delta Equities Corporation
Brian Ostrander
806 Prize Oak
Cedar Park, TX 78613                              5,280                  5,280

Durbin
Steve Durbin
1199 Forest Avenue, #294
Pacific Grove, CA 93950                          24,000                 24,000

Jim McCullough Productions
9464 Mansfield Rd., Suite 1-A
Shreveport, LA 71118                             70,000                 70,000

RAMM
Glenn Hartford
2899 Agoura Road, Suite 329
Westlake Village, CA 91361                       52,000                 52,000

Saturn Productions, Inc.
Tom Ward
575 Madison Avenue, Suite 1006
New York, NY   10022                             29,000                 29,000

Western International, Inc.
Ken Hartford
2899 Agoura Road, Suite 329
Westlake Village, CA   91361                     50,000                 50,000
------------------------------  -----------------------  ---------------------
TOTAL SHARES:                                   247,680                247,680
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A-3     SHARE SUBSCRIBERS:


Name of MacFilms  Shareholder          No. of MacFilms  Shares  No. of Company Shares
-------------------------------------  -----------------------  ---------------------
<S>                                    <C>                      <C>

ATM USA Corp.
(by Wm. Miracle)
2500 City West Blvd. Suite 300
Houston, TX   77042                                      2,500                  2,500

Acuna, Maria Guadalupe
5614 Stone Creek
La Porte, TX   77571                                     2,500                  2,500

Alcala, Rolando S.
12006 Autumn Creek Dr.
Houston, TX   77070                                      1,000                  1,000

Arcangeli, Joseph
5614 Stone Creek
La Porte, TX   77571                                     1,500                  1,500

Aubert, Raymond
14615 Treborway Dr.                                   #1 2,500               #1 2,500
Houston, TX   77014                                   #2 4,700               #2 4,700

Bailey, Tracy L.
11523 Sagevale
Houston, TX   77089                                      1,600                  1,600

Bateh, Ron
17523 Sunny Trail Lane
Sugarland, TX   77479                                    2,500                  2,500

Belhouchet, Hichem & Yasmina
5414 Beverly Hill, #1
Houston, TX   77056                                     10,000                 10,000

Bilby, Glade II
606 Esplanade Avenue
New Orleans, LA    70116-2069                            2,500                  2,500

Bisnette, John E. & Dorothy
203 N. 15th Avenue
Laurel, MS   39440                                       2,500                  2,500

Boatman, Lucy T.
7532 Fair Field
Dayton, TX   77535                                       1,500                  1,500


-------------------------------------------------------------------------------------
<PAGE>
Bolton, David C.
7532 Fair Field
Dayton, TX   77535                                       1,500                  1,500

Borders, Don
801 Deercross Court
Louisville, KY   40245                                   5,000                  5,000

Buller, Charles & Joann
6314 Amie Lane
Pearland, TX   77584                                     1,500                  1,500

Buller,  Michael
6314 Amie Lane
Pearland, TX   77584                                     1,500                  1,500

CSL Stock Partnership
Louis Macey, Trustee
1717 St. James Place, Suite 118
Houston, TX   77056                                     10,000                 10,000

Campbell, David F.
7024 S. Dairy Ashford
Houston, TX   77072-5121                                 3,000                  3,000

Casas, J. Michael
15722 Echo Lodge Dr.
Houston, TX   77095                                      5,000                  5,000

Claxton Management
(by D. Millican)
5319 Holly
Bellaire, TX   77401                                    10,000                 10,000

Conner, Suzan Faye
P.O. Box 146
Western Grove, AR   72685                                1,500                  1,500

Damlouji, W.T. Mr. & Mrs.
33 Timberlane Dr.
Laurel, MS   39440                                       5,000                  5,000

Daugherty, Richard
P.O. Box 146
Western Grove, AR   72685                                1,500                  1,500


-------------------------------------------------------------------------------------
<PAGE>
Delvige, Darrel
10933 LaCrosse St.                                    #1 2,000               #1 2,000
Houston, TX   77029                                   #2 2,000               #2 2,000

DUFO, Ltd.
P.O. Box 2097
Genesis Building
Grand Cayman, Cayman Islands, B.W.I.
                                                        10,000                 10,000

Emanuel, Gary. M.
8703 Kensington
La Porte, TX   77571                                     1,500                  1,500

Ensminger, Marijane
1814 Country Club Dr.
Sugarland, TX   77478                                    1,000                  1,000

Fields, Leigh Ann
(by D. Monico, Jr.)
11715 Montbrook
Houston, TX   77099                                      1,000                  1,000

Goodspeed, Craig H.
10506 Trading Post Dr.
Houston, TX   77064                                      1,500                  1,500

Grandt, David & Sherry
3304 Chestershire
Pasadena, TX   77503                                     1,500                  1,500

Haddad, Mitchell
2801 S. Shaver
Pasadena, TX   77502                                     2,000                  2,000

Hall, Robert & Michele
4001 Polk Lane
Deer Park, TX   77536                                    2,000                  2,000

Haney, Johnny B.
1603 Westway St.
Galena Park, TX   77547                                  2,500                  2,500

Haney, Thomas H.
2806 Oleander
Pasadena, TX   77503                                    20,000                 20,000


-------------------------------------------------------------------------------------
<PAGE>
Harberg, Franklin J., Jr.
11 Greenway Plaza, #2100                              #1 1,000               #1 1,000
Houston, TX   77046-1106                              #2 5,000               #2 5,000

Hill, Jessie
11601 Katy Freeway, #610
Houston, TX   77079                                      1,500                  1,500

Hoke, Dewey
2314 Rosefield
Houston, TX   77080-5420                                 4,000                  4,000

Georgetta LaBello
c/o Horn, Danielle
2610 Cherrylane
Pasadena, TX   77502                                     1,500                  1,500

Hughes, Dr. David or Rosemary
2323 Ridgewood Dr.
Laurel, MS   39440                                       2,500                  2,500

Janmark Ventures
(by J. Harberg Jr.)
11 Greenway Plaza, Suite 2100
Houston, TX   77046-1104                                 5,000                  5,000

Jensen, Mark
2115 Argonne, #13
Houston, TX   77019                                      1,000                  1,000

Jensen, Uwe
11900 Wickchester Ln., #2024
Houston, TX   77043                                      1,000                  1,000

Kemmerer, Martha & Melinda
407 E. Percy St.
Indianola, MS   38751                                    1,500                  1,500

Kemmerer, Randal & Danae
33 Surrey Dr.
Newtown Square, PA   19073                               1,500                  1,500

Kemmerer, Richard/Christine R.
17333  Thunder Creek Rd.
Eureka, MD   63025                                       1,500                  1,500


-------------------------------------------------------------------------------------
<PAGE>
Kemmerer, Robert P., Jr.
2019 S. Shaver
Pasadena, TX   77502                                     6,000                  6,000

Labello, John A. & Georgetta
2610 Cherry Lane                                      #1 1,500               #1 1,500
Pasadena, TX   77502                                  #2 3,000               #2 3,000

Labello, John Christopher
2902 Veva Dr.
Pearland, TX   77584                                     1,500                  1,500

Laurentz, Richard
7426 Elbridge
Deer Park, TX   77536                                    2,000                  2,000

Lester, Dr. Douglas & Marty J.
1102 Aberdeen
Pasadena, TX   77502                                     1,500                  1,500

Lyons, John R.
1322 Bobwhite Lane
Katy, TX   77493                                         2,000                  2,000

Martin, Karen
2906 Holly Hall St.
Houston, TX   77054-4160                                 5,000                  5,000

Mathews, Henry
3204 Bennington                                      #1 15,000              #1 15,000
Pasadena, TX   77503                                  #2 3,000               #2 3,000

McKenna, Ltd.
P.O. Box 2097
Georgetown, Grand Cayman                              #1 7,000               #1 7,000
Cayman Islands, B.W.I.                                #2 5,000               #2 5,000

Mensman, Edward J.
305 Brown
Pasadena, TX   77506                                     1,500                  1,500

Monico, David  SR.
1806 Cottonwood Court
Sugarland, TX   77478                                    4,000                  4,000

Monico, David L. Jr.
P.O. Box 2227
Sugarland, TX   77487                                    4,000                  4,000


-------------------------------------------------------------------------------------
<PAGE>
Monico, Jason
1806 Cottonwood Court
Sugarland, TX   77487                                    1,000                  1,000

Moore, Theodore & Joan
4223 E. Peachfield Circle
Houston, TX   77014                                      2,000                  2,000

Najvar, Hayley E. Trust
Barbara N. Shaw Trustee
P.O. Box 502
Kennedy, TX   78119                                      3,000                  3,000

Ngo, Hoang T.
15330 Peachmeadow Lane
Channelview, TX   77530-2121                             1,500                  1,500

Nguyen-Xuan, Hanh
446 Richvale Lane
Webster, TX   77598                                      1,600                  1,600

Otteman, Dewayne
712 N. 77 Sunshine Strip, #9
El Mercado Shopping Strip                             #1 5,000               #1 5,000
Harlingen, TX   78550                                 #2 2,500               #2 2,500

Parsons, John W.
1717 Bissonnet, #304
Houston, TX   77005                                      5,000                  5,000

Peters, Michelle R.
6505 Westheimer, #211
Houston, TX   77057                                      1,500                  1,500

Pitts, R. Edwin, M.D.
7710 Beechnut, Suite 100                             #1 25,000              #1 25,000
Houston, TX   77074                                  #2 10,000              #2 10,000

Pond, Jimmy or Kathy
1005 Ivy
Deer Park, TX   77536                                    3,600                  3,600


-------------------------------------------------------------------------------------
<PAGE>
Price, Willard Don
5708 Lilac
Katy, TX   77493                                         2,000                  2,000

Prosperity Trust #7448
(by David White)
5912 Community
Houston, TX   77005                                      6,000                  6,000

Reagan, Greg M.
7324 Southwest Frwy., #1000
Houston, TX   77074                                     10,000                 10,000

Roberts, Stephen G.
650 Olive
Shreveport, LA   71104                                  12,000                 12,000

Schiro, Mark
12118 Rhett
Houston, TX   77024                                     20,000                 20,000

Serafino, Diane D.
14738 Cindywood Drive
Houston, TX   77079                                      5,000                  5,000

Song, Ming Hwa
2206 Emerald Lake Dr.
Harlingen, TX 78550                                      5,000                  5,000

Sterner, Denise
11727 Dorrance Lane
Stafford, TX   77477-1703                               20,000                 20,000

Sterner, Jennifer
c/o Denise Sterner
15330 Peachmeadow Lane                                   1,500                  1,500
Channelview, TX   77530-2121

Sterner, Laura /Denise Sterner c/f
11727 Dorrance Lane
Stafford, TX   77477-1703                                1,500                  1,500

Stubbs, Deborah R.
105 Royal Oaks St.
Huntsville, TX   77340                                   5,000                  5,000


-------------------------------------------------------------------------------------
<PAGE>
Tackett, Dana Beth
c/o Terry Tackett
1710 Jane Drive
Pasadena, TX   77502                                     1,500                  1,500

Tackett, Terry L.
1710 Jane Drive
Pasadena, TX   77502                                     1,500                  1,500

White, Victor E., Sr.
P.O. Box 1132
Deer Park, TX   77536                                    2,000                  2,000

Whitlow, Donald
11601 Katy Freeway, Suite 610
Houston, TX   77079                                   #1 1,500               #1 1,500
281-558-7034                                          #2 2,500               #2 2,500

Whitlow, Sharon
11601 Katy Freeway, Suite 610                         #1 1,500               #1 1,500
Houston, TX   77079                                   #2 2,500               #2 2,500

Wilson Revocable Trust
E. James & Phyllis Wilson
1818 Concord
Deer Park, TX   77536                                    5,000                  5,000

Wood, Frances B.
10027 Spice Lane, Apt. 901
Houston, TX   77072                                      1,500                  1,500

Worrell, Steven D.
P.O. Box 213
Pasadena, TX   77501-0213                                2,000                  2,000

Yoneoka, Harris & Diane
13646 Almetz St.
Sylmar, CA   91342                                       3,000                  3,000

TOTAL                                                  400,000                400,000
</TABLE>


<PAGE>
                    SCHEDULE B   MACFILMS DISCLOSURE SCHEDULE

SINCE INCEPTION, MACFILMS HAS ISSUED THE FOLLOWING SHARES OF ITS COMMON STOCK:

1.   4,000,000  shares  of  Macfilms  common  stock  were issued to its Founding
     Shareholders  for nominal consideration in connection with the inception of
     the  Macfilms.

2.   100,000  shares  of  Macfilms common stock were issued to outside directors
     for  services  rendered.

3.   247,680  shares  of Macfilms common stock were issued to the Library Owners
     in  connection  with  certain  film  acquisitions  as  described  below.

4.   400,000 of Macfilms common stock were sold to qualified investors through a
     private  placement  memorandum  at  a  purchase  price  of  $.50 per share.

ACQUISITION  AGREEMENTS:

In  July  1997,  Macfilms  and  Cinevid,  Inc.  entered  into  an Asset Purchase
Agreement  whereby  Macfilms  acquired  ninety-two (92) English-language feature
film master recordings, all in 35 mm, 16mm, 1-inch and or BETA SP video masters,
color  or  black  and  white, and suitable for conversion to 1-inch video format
from Cinevid in exchange for $10,000 cash, an $87,000 note, and 17,400 shares of
Macfilms  common  stock.

In  July  1997,  Macfilms  and  Durbin Entertainment, Inc. entered into an Asset
Purchase  Agreement  whereby  Macfilms  acquired  eight  hundred  (800)
English-language  feature  film master recordings all in 35 mm, 16mm, 1-inch and
or  BETA SP video masters, color or black and white, and suitable for conversion
to  1-inch  video  format from Durbin Entertainment, Inc. in exchange for 24,000
shares  of  Macfilms  common  stock,  $16,000 dollars cash, and a $104,000 note.

In  August  1997,  Macfilms and Jim MCCullough Productions entered into an Asset
Purchase Agreement whereby Macfilms acquired one (1) feature film production and
three  (3) scripts in 35 mm, 16mm, 1-inch and or BETA SP video masters, color or
black  and  white,  and  suitable for conversion to 1-inch video format from Jim
McCullough  Productions  in exchange for 70,000 shares of Macfilms common stock.

In  July  1997,  Macfilms  and  Saturn  Productions,  Inc. entered into an Asset
Purchase  Agreement  whereby  Macfilms acquired three hundred (300) feature film
master recordings from Saturn Productions, Inc. in exchange for 29,000 shares of
restricted  MFI  common  stock,  $10,000  dollars  cash,  and  a  $145,000 note.

In  August  1997, Macfilms and Western International, Inc. entered into an Asset
Purchase  Agreement  whereby  Macfilms  acquired  one hundred (100) feature film
master recordings from Western International, Inc. in exchange for 50,000 shares
of  restricted  MFI  common  stock,  $9,990  cash,  and  a  $200,000  note.


<PAGE>
In  July 1997, Macfilms and RAMM Film Video, Inc. entered into an Asset Purchase
Agreement  whereby Macfilms acquired one hundred seventy-five (175) feature film
master  recordings,  all  in  35  mm, 16mm, 1-inch and or BETA SP video masters,
color  or  black  and  white, and suitable for conversion to 1-inch video format
from  RAMM  Film  Video,  Inc.  in exchange for 50,000 shares of Macfilms common
stock,  $5,000  dollars  cash,  and  a  $100,000  note.

In  September  1997,  Macfilms  and  RAMM Film Video, Inc. entered into an Asset
Purchase  Agreement  whereby Macfilms acquired ninety-one (91) cartoons and five
(5) animated productions from RAMM Film Video, Inc. in exchange for $6,000 cash,
2,000  shares  of  Macfilms  common  stock  and  an  $8,000  note.



TITLE  TO  ASSETS:

Pursuant  to  the  foregoing  Asset Purchase Agreements, the Library Owners have
provided  Macfilms  with  representations and warranties that they have good and
marketable  title  to  the  assets  free  and  clear  of  all  liens, claims and
encumbrances.  To  the  best  knowledge  of  Macfilms  and  the  Representing
Shareholders,  Macfilms has good and marketable title to the films acquired from
the  Library  Owners.  Macfilms intends to conduct searches for UCC filings, tax
lien  filings and judgment liens with respect to the films.  In the event a lien
has  been  filed,  Macfilms  will  use its best efforts to have the lien removed
within  a  reasonable  time.


<PAGE>
                    SCHEDULE C SUBSIDIARIES OF G/O COLORADO:













<PAGE>
                        SCHEDULE D G/O 1934 ACT FILINGS:













<PAGE>
                    SCHEDULE E COMPANY FINANCIAL STATEMENTS:













<PAGE>
                                                                 EXHIBIT 10.2(a)


              AMENDMENT NO. 1 AND SETTLEMENT AND RELEASE AGREEMENT
              ----------------------------------------------------

     1.   Parties.   This Amendment No. 1 and Settlement and Release Agreement
          -------
("Amendment")  to  the  Reorganization  Agreement  dated October 30, 1997 by and
between  Mac  Filmworks,  Inc.,  f/k/a  Keystone Entertainment, Inc., a Delaware
corporation  (the  "Company"),  G/O  International, Inc., a Colorado corporation
("G/O  Colorado"), and various other Third parties ("1997 Agreement") is entered
into  by  and  between  the  Company,  G/O  Colorado  and  Jim  McCullough,  as
representative of the shareholders ("McCullough").  The Company, McCullough, and
G/O  Colorado  shall  be  referred  to  collectively  as  the  "Parties."

     2.   Facts.
          -----

          2.1  In  October 1997, the Company was incorporated as a subsidiary of
               G/O  Colorado,  and  G/O  Colorado was issued 1,600,000 shares of
               Company  common  stock,  representing  a  hundred  percent of the
               issued  and  outstanding  capital  stock  of  the  Company.

          2.2  Pursuant  to  the October 1997 Agreement, the 1,600,000 shares of
               Company  common  stock owned by G/O Colorado was transferred into
               escrow, with 1,440,000 shares to be issued to various consultants
               as  directed by G/O Colorado and 160,000 shares to be distributed
               of  the  shareholders  of  G/O  Colorado.

          2.3  Pursuant to the 1997 Agreement, the Company agreed to prepare and
               file  with  the  SEC  a  registration  statement, registering the
               distribution of the 160,000 shares of its common stock to the G/O
               Coloardo  shareholders.

          2.4  The  parties  hereby  agree  to  modify  the  1997  Agreement and
               acknowledge  certain  actions  previously  taken.

          2.5  The Company desires to release G/O Colorado from distributing the
               160,000  outstanding  shares of the Company's common stock to its
               shareholders.

          2.6  G/O  Colorado  desires  to  release  Company  of  its  obligation
               pursuant  to  Section  5(ii)  of  the  1997  Agreement.

          2.7  The  Parties  are  desiring  to effect this Amendment in order to
               facilitate  the Company's ability to issue shares of common stock
               by  means  of  a  Registration  Statement  to  be  filed with the
               Securities  and  Exchange Commission in connection with obtaining
               financing  for  the  Company.

     NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby  acknowledged,  the  Parties  agree  to  the  following:


<PAGE>
     3.   Acknowledgements
          ----------------

          3.1  G/O Colorado and the Company hereby authorize, direct, and ratify
               the  escrow  agent  to distribute the 1,440,000 shares of Company
               common stock, to various individuals and consultants as set forth
               in  schedules  and exhibits attached to the 1997 Agreement and to
               issue  the  balance  of 160,000 shares of Company common stock to
               G/O  Colorado.

          3.2  G/O  Colorado  and  the Company hereby agree and acknowledge that
               G/O Colorado is not obligated to distribute the 160,000 shares of
               common  stock  to  its  shareholders.

          3.3  G/O  Colorado  and  the Company hereby acknowledge and agree that
               the  Company  is  not  obligated to register any of its shares of
               common  stock,  either  under the Securities Act of 1933 or under
               Section  12(g) of the Securities Exchange Act of 1934 as required
               pursuant  to  the1997  Agreement.


     4.   Release
          -------

          4.1  In  consideration for the release from obligations under the 1997
               Agreement as described herein, the sufficiency of which is hereby
               acknowledged  and  confessed,  G/O  Colorado,  its  officers,
               directors,  partners,  attorneys,  agents,  servants,
               representatives, successors, employees and assigns, to the extent
                                                                   -------------
               legally  allowed, hereby  covenant  and  agree  as  follows:
               ----------------


               4.1.1  That they hereby release, acquit and forever discharge the
                    Company,  its agents, servants and representatives, from any
                    and  all  rights, obligations, claims, demands and causes of
                    action,  whether  in  contract  or  in tort, arising from or
                    relating to the Company's obligations under Section 5(ii) of
                    the  1997  Agreement.

          4.2  In  consideration  of  the  for  releasing  the  Company from its
               obligation  under  Section  5 (ii) of the 1997 Agreement, and for
               the agreements and covenants set forth herein, the sufficiency of
               which the Company hereby acknowledges and confesses, the Company,
               its  representatives,  successors  and  assigns,  to  the  extent
                                                                 ---------------
               legally  allowed,  hereby  covenant  and  agree  as  follows:
               ----------------


               4.2.1 That they hereby release, acquit, and forever discharge G/O
                    Colorado,  its  officers,  directors,  attorneys,  agents,
                    servants,  representatives,  successors,  employees  and
                    assigns,  from  any  and  all  rights,  obligations, claims,
                    demands  and  causes  of  action,  whether in contract or in
                    tort,  arising  from  its  obligations to distribute 160,000
                    shares  of  common  stock  to  G/O  Colorado  shareholders.


                                        2
<PAGE>
     5.   Representations  of  the  Parties:
          ---------------------------------

     5.1  G/O  Colorado  represents  that  it:

          5.1.1  has  been  fully  informed  of  the  terms,  and effect of this
               Amendment  and  has  had  the  opportunity  to consult counsel in
               connection  with  its  execution;

          5.1.2  has  neither  made  nor received (nor relied on) any promise or
               representation  of  any  kind by any other party or anyone acting
               for  them,  except  as  expressly  stated  in this Amendment; and

          5.1.3  owns  outright  and  without any encumbrance the claims, rights
               and/or  interests  that  each  purports  to  release  herein.

     5.2  The  Company  represents  that  it:

          5.2.1  has  been  fully  informed  of  the  terms,  and effect of this
               Amendment  and  has  had  the  opportunity  to consult counsel in
               connection  with  its  execution;

          5.2.2  has  neither  made  nor received (nor relied on) any promise or
               representation  of  any  kind by any other Party or anyone acting
               for  them,  except  as  expressly  stated  in this Amendment; and

     6.   Capacity.  The  Parties  represent  that  they are lawfully authorized
          --------
          to  execute  this  Amendment.  The  Parties  to this Amendment further
          represent  that  they  have  read it in full before its execution, and
          that  they  fully  understand the meaning, operation and effect of its
          terms.

     7.   Binding  Effect.  This  Amendment shall be binding on and inure to the
          --------------
          benefit  of  the  Parties  and  their  respective  heirs,  successors,
          assigns,  agents,  employees,  and  personal  representatives.

     8.   Modification.  No  modification  or  amendment of this Amendment shall
          ------------
          be effective unless such modification or amendment shall be in writing
          and  signed  by  all  Parties  hereto.

     9.   Entire  Agreement.  This  Amendment  constitutes  the entire agreement
          -----------------
          between  the  Parties  pertaining  to  the  subject  matter hereof and
          supersedes  all  prior and contemporaneous agreements, understandings,
          negotiations, and discussions, whether oral or written, of the Parties
          in  connection  with  the  subject  matter  hereof.

     10.  Interpretation.  The  laws  of  the  State  of  Texas shall govern the
           --------------
          interpretation,  construction,  and  performance  of  this  Amendment.
          Whenever  used  herein,  the singular number shall include the plural,
          the plural shall include the singular, and the use of any gender shall
          be  applicable  to  all  genders.


                                        3
<PAGE>
     11.  Execution.  This  Amendment  may  be executed in several counterparts,
             ---------
          each  of  which  shall  be  deemed an original, and such counterparts,
          taken  together, shall constitute but one and the same Amendment. This
          Amendment  shall be effective on the day and year first above written.

     12.  Severability.  Whenever  possible,  each  provision  of this Amendment
             ------------
          shall  be  interpreted  in  such a manner as to be effective and valid
          under  applicable law, but if any provision of this Release is held to
          be  invalid,  illegal,  or  unenforceable  in  any  respect  under any
          applicable  law  or  rule  in  any  jurisdiction,  such  invalidity,
          illegality,  or unenforceability shall not affect any other provision;
          rather, this Release shall be reformed, construed, and enforced in any
          such  jurisdiction  as  if  such  invalid,  illegal,  or unenforceable
          provisions  had  never  been  contained herein, and a new, enforceable
          provision  shall  be  substituted which accomplishes the intent of the
          invalid, illegal, or unenforceable provision as nearly as practicable.

     13.  Multiple  Counterparts.  This  Release  may  be  executed  in multiple
          -----------------------
          counterparts,  each  of  which  shall  serve  as  an  original for all
          purposes,  but  all  copies  shall  constitute  but  one  and the same
          agreement.

     14.  Nonwaiver  of  Subsequent  Breach.  The  waiver by any party hereto of
           -------------------------------
          a  breach  of  any  provision  of this Release shall not operate or be
          construed  as  a  waiver  of  any  subsequent  breach  by  any  party.

     15.  Electronically  Transmitted  Documents.  If  a  copy or counterpart of
           -------------------------------------
          this  Release  is  originally executed and such copy or counterpart is
          thereafter  transmitted electronically by facsimile or similar device,
          such  facsimile  document  shall  for  all  purposes  be treated as if
          manually  signed  by  the  party  whose  facsimile  signature appears.

     16.  Arbitration.  Any  controversy  or  claim  arising  out of or relating
           -----------
          to  this  Release,  or  the  breach  thereof,  shall  be  settled  by
          arbitration  administered  by  the American Arbitration Association in
          accordance  with  the  Commercial  Arbitration  Rules  of the American
          Arbitration  Association  (the  "Rules"),  by  one or more arbitrators
          chosen in accordance with the Rules. Arbitration shall be initiated by
          written  demand  by  the  party seeking arbitration. This agreement to
          arbitrate shall be specifically enforceable only in the District Court
          of  Harris  County, Texas. A decision of the arbitrator or arbitrators
          shall  be  final, conclusive and binding on both parties, and judgment
          may  be entered thereon in the District Court of Harris County, Texas,
          to  enforce  such decision and the benefits thereof. Upon appointment,
          the  arbitrators shall then proceed to decide the arbitration subjects
          in  accordance with the Rules. Any arbitration held in accordance with
          this  paragraph  shall be private and confidential and no person shall
          be  entitled  to  attend  the  hearings  except the arbitrator(s), the
          stenographer,  if  one  is  requested,  the  parties,  the  parties'
          attorneys,  and  any  designated  representatives  of the Parties. The
          matters  submitted  for  arbitration,  the  hearings  and  proceedings
          thereunder  and  the arbitration award shall be kept and maintained in
          strictest  confidence  by  both parties and shall not be discussed, by
          any  persons. On request of either party, the record of the proceeding
          shall  be  sealed  and  may  not be disclosed except insofar, and only
          insofar,  as  may be necessary to enforce the award of the arbitrators
          and  any  judgment  enforcing  such  award.


                                        4
<PAGE>
     17.  Preparation  of  Release.  Each  party  acknowledges  that  such party
          ------------------------
          had  separate  and  independent  advice of counsel with respect to the
          preparation  of  this  Release.  In  light  of  those  facts,  it  is
          acknowledged that no party shall be construed to be solely responsible
          for  the  drafting  of this Release, and therefore any ambiguity shall
          not  be  construed  against any party as the alleged draftsman of this
          Release.

     IN  WITNESS WHEREOF, intending to be legally bound, the parties hereto have
executed  this  Release  as  of  November  21,  2000.


                         G/O  INTERNATIONAL,  INC.,  A  COLORADO  CORPORATION


                             /S/ J.  L.  BURNS
                         ---------------------------
                         By:     J.  L.  Burns
                         ---------------------------
                         Title:  President
                         ---------------------------
                          Date:  November  2000


                              /S/  ILLEGIBLE
                         ---------------------------
                         By:
                         ---------------------------
                         Title:
                         ---------------------------
                         Date:                , 2000
                         ---------------------------

                         MACFILMWORKS,  INC.,  A  DELAWARE  CORPORATION
                         F/K/A  KEYSTONE  ENTERTAINMENT,  INC.



                             /S/  JIM  MCCULLOUGH,  SR.
                         --------------------------------
                         By:  Jim  McCullough  Sr.,  President
                         Date:  November  ,  2000


                         /S/  JIM  MCCULLOUGH,  SR.
                         --------------------------------
                         Jim  McCullough  Sr.,  Individual  Representing
                           Shareholders
                         Date:  November  2000


                                        5
<PAGE>