Diversified
      Lending Group, Inc.

    


    www.diversifiedlendinggroup.net

     

    December
      16, 2005

    


    Mr.
      Robert Alexander

    c/o
      Michael Brausen

    5704
      Miguel Way

    Long
      Beach, CA 90814

    


    Re: Motion
      Picture Hall of Fame

    


    Dear
      Robert,

    


    This
      memorandum is not intended to create any obligation whatsoever on either party,
      but is intended only to form the basis of future conversations between the
      parties which might or might not lead to a future agreement.

    


    This
      memorandum is merely an outline of the manner in which the parties will proceed
      in their investigation of whether or not a possible future arrangement between
      them is possible. This memorandum will not impose any duties or obligations
      on
      either party. This memorandum will not even impose any duty on the parties
      to
      proceed in good faith or to negotiate in good faith. Neither party will be
      bound
      to anything unless and until both parties enter into a binding written agreement
      that explicitly states that it is a binding agreement. If there is any language
      in this memorandum that implies or leads one to believe that this letter is
      a
      binding one, such language is superseded by this paragraph. 

    


    Following
      is a list of deal points for discussion:


    
      	
              BORROWER:

            	 	
              Motion
                Picture Hall of Fame, Inc.

            
	 	 	 
	
              GUARANTOR:

            	 	
              Robert
                Alexander

            
	 	 	 
	
              PURPOSE:

            	 	
              To
                Develop and Produce the Motion Picture Hall of Fame themed Amusement
                attraction @ Planet Hollywood Casino

            
	 	 	 
	
              LOAN
                AMOUNT:

            	 	
              $9,000,000

            
	 	 	 
	
              LOAN
                TERM:

            	 	
              Five
                (5) years from the date of the loan documents (the maturity date)
                with
                equity conversion as described below.

            
	 	 	 
	
              LOAN
                FEES:

            	 	
              Five
                percent (5%) of the loan amount

            
	 	 	 
	
              PAYMENT
                TERMS:

            	 	
              Interest
                Only

            
	 	 	 
	
              INTEREST
                RATE:

            	 	
              Approximately
                12%

            
	 	 	 
	
              INTEREST
                RESERVE:

            	 	
              Twelve
                (12) Months

            
	 	 	 
	
              COLLATERAL:

            	 	
              First
                lien on the property and all associated assets

            
	 	 	 
	
              PREPAYMENT
                PENALTY:

            	 	
              None

            
	 	 	 
	
              PARTICIPATION:
                

            	 	
              There
                will be a 50/50 split in the profits of the Motion Picture Hall of
                Fame.

            


    

     

    
      

    

    14930 Ventura Boulevard ▪ Suite 340 ▪ Sherman Oaks, California
      91403 ▪ Ph: 818-905-3337 ▪ Fax 818-905-3390

     

    Exhibit
      10.1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Once
      DLG
      has completed its due diligence and has decided to move forward, DLG, through
      its legal counsel, will draw up an agreement detailing the terms of the
      transaction.

    


    Very
      truly yours,

    


    


    /s/
      Bruce Friedman 

    
      

    

    Bruce
      Friedman

    Diversified
      Lending Group, Inc.

    


    


    Motion
      Picture Hall of Fame, Inc.

    


    
      	 	 	 	 
	/s/
              Robert
              Alexander	 	 	12-16-05
	
              
Robert
              Alexander, President	 	 	Date


    

     

    Exhibit
      10.1