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                                                                   Exhibit 10.5


                             Subordination Agreement

     This  Subordination  Agreement (the "Agreement") is entered into on the 1st
day  of  November  ,  2002  by and among Trimedia Entertainment Group, Inc. (the
"Company"),  Chris  Schwartz,  SPH  Investments, Inc., Capital Growth Trust, HMA
Investments  Profit  Sharing  Plan  and  Continental  Southern  Resources,  Inc.
(collectively  referred  to  as  the "Subordinated Creditor"), and Gemini Growth
Fund,  LP,  a  Delaware  limited  partnership  ("Senior  Creditor")

                                    Recitals

     Whereas, pursuant to the Convertible Promissory Notes (the "Senior Creditor
Notes")  each  entered  into  on November 1, 2002 by and between the Company and
Senior Creditor, the Senior Creditor has agreed to loan an aggregate of $250,000
to  the  Company  as  more  fully  described  in  the  Senior  Creditor  Notes;

     Whereas,  the Company and the Subordinated Creditor previously entered into
a  note  or  credit  agreements  (collectively  the  "Subordinated Creditor Loan
Agreements");  and

     Whereas,  the  Subordinated  Creditor  has  agreed with the Company and the
Senior  Creditor  to  execute and deliver this Agreement and become bound by the
terms  of  subordination  and  other  provisions  as  set  forth  herein.

     Now,  therefore,  in  consideration  of  these  promises,  the Subordinated
Creditor  and  the  Company  hereby  agree  with the Senior Creditor as follows:

1.   The  term  "Obligation"  is used in this Agreement in its broadest and most
     comprehensive  sense  and shall mean all present and future indebtedness of
     the  Company  which  may  be,  from  time  to time, directly or indirectly,
     incurred  by  the  Company,  including  but  not limited to, any negotiable
     instruments,  evidencing  the  same,  and  all  guarantees, debts, demands,
     monies,  indebtness,  liabilities  and obligations owed or to become owing,
     including  interest,  principal,  costs  and other charges, and all claims,
     rights, causes of actions, judgments, decrees, remedies security interests,
     or  other  obligations  of any kind whatsoever and however arising, whether
     voluntary  or  involuntary,  absolute,  contingent  or by operation of law.

2.   Any  and  all  Obligations owed by the Company to the Subordinated Creditor
     pursuant  to  the  Subordinated Creditor Loan Agreements (the "Subordinated
     Creditor  Obligations")  are hereby subordinated and subject to any and all
     Obligations  owed  to the Company by the Senior Creditor, including but not
     limited  to  the  those Obligations arising pursuant to the Senior Creditor
     Notes  or any other agreement or agreements between the Senior Creditor and
     the Company, now or hereafter existing, whether matured or not (hereinafter
     referred  to  as  the "Senior Creditor Obligations"), so long as any Senior
     Creditor  Obligations  shall  remain  unpaid,  in  whole  or  in  part.

3.   So  long  as any of the Senior Creditor Obligations remain unpaid, in whole
     or  in  part,  Subordinated  Creditor  agrees  not  to:

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     a.   collect, or to receive payment upon, by setoff or in any other manner,
          all or any portion of the Creditor Obligations against the Company now
          or  hereafter  existing;
     b.   sell,  assign,  transfer,  pledge,  or give a security interest in the
          Subordinated  Creditor  Obligations  (except subject expressly to this
          Agreement);
     c.   enforce  or  apply  any  security,  now  or hereafter existing for the
          Subordinated  Creditor  Obligations;
     d.   commence,  prosecute  or  participate  in any administrative, legal or
          equitable  action against the Company or in any administrative, legal,
          or  in  any  administrative,  legal  or  equitable  action  that might
          adversely  affect  the  Company  or  its  interest;
     e.   join  in  any  petition  for bankruptcy, assignment for the benefit of
          creditors,  or  creditors`  agreement;
     f.   take  any  lien  or security on any of the Company`s property, real or
          personal;  and
     g.   incur  any  obligation  to or receive any loan advances, or gifts from
          the  Company.

     Notwithstanding  the foregoing, so long as the Company is not in default in
     any  of  the  Senior  Creditor  Obligations, then the Subordinated Creditor
     shall  be  entitled to receive regularly scheduled payments of interest due
     under  the Subordinated Creditor Loan Agreements. Nothwithstanding anything
     herein  to  the contrary, nothing herein shall effect the security interest
     of  the  Screen  Actors  Guild.

4.   Except  as otherwise expressly agreed to herein, all of the Senior Creditor
     Obligations  now  or  hereafter existing shall first be paid by the Company
     before  any  payment  shall  be  made  by  the  Company on the Subordinated
     Creditor  Obligations.  This  priority  of payment shall apply at all times
     until  all of the Senior Creditor Obligations have been repaid in full, and
     in  the  event  of  any  assignment  by  the Company for the benefit of the
     Company`s creditors, of any bankruptcy proceedings instituted by or against
     the  Company,  of  the  appointment  of any receiver for the Company or the
     Company`s  business or assets, or of any dissolution or other winding up of
     the  Company,  and  in  all  such  cases  respectively, the officers of the
     Company and any assignee, trustee in bankruptcy, receiver, and other person
     or  persons  in charge, are hereby obligated to pay the Senior Creditor the
     full  amount  of the Senior Creditor Obligations before making any payments
     to  the  Subordinated  Creditor.

5.   As  an  additional  security  for  the  Senior Creditor Obligations, and to
     secure  the  performance  of all of the Subordinated Creditor`s obligations
     arising  to the Senior Creditor under this Agreement, Subordinated Creditor
     hereby  transfers, grants a security interest in, and assigns to the Senior
     Creditor  all  of  Subordinated  Creditor`s  rights  to  any  payments  or
     distributions  which  might  otherwise  be due to the Subordinated Creditor
     from  the  Company.  Senior  Creditor is hereby irrevocably constituted and
     appointed the attorney-in-fact of Subordinated Creditor to file any and all
     proofs  of claim, financing statements, and any other documents and to take
     all  other action, either in Senior Creditor`s names, or in the name of the
     Subordinated  Creditor`s  name,  whichever  is  necessary  to enable Senior
     Creditor  to  obtain  all  such  payments.


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6.   Subordinated  Creditor  agrees  that  if  part  or  all of the Subordinated
     Creditor  Obligations  shall  be  evidenced  by  a promissory note or other
     instrument,  Subordinated Creditor shall place or cause to be placed on its
     face  a  legend stating that the payment thereof is subject to the terms of
     this  Agreement  and  is  subordinate  to  the payment of all of the Senior
     Creditor  Obligations.  Subordinated  Creditor  agrees to mark all books of
     account  in such manner as to indicate that payment thereof is subordinated
     pursuant  to  the  terms  of  this  Agreement.

7.   Subordinated Creditor agrees that Senior Creditor shall have absolute power
     and  discretion,  without  notice  to Subordinated Creditor, to deal in any
     manner  with the Senior Creditor Obligations, including interest, costs and
     expenses  payable  by  the Company to the Senior Creditor, and any security
     and  guarantees therefore including, but not limited to release, surrender,
     extension,  renewal, acceleration, compromise or substitution. Subordinated
     Creditor hereby waives and agrees not to assert against the Senior Creditor
     any  rights which a guarantor or surety could exercise; however, nothing in
     this  Agreement  shall  constitute  Subordinated  Creditor  a  guarantor or
     surety.  Subordinated  Creditor hereby waives the right, if any, to require
     that  Senior  Creditor  marshal or otherwise require the Senior Creditor to
     proceed  to dispose of or foreclose upon collateral in any manner or order.

8.   This  Agreement,  the  obligations  of  Subordinated  Creditor  to  Senior
     Creditor,  and  Senior  Creditor`s  rights  and  privileges hereunder shall
     continue  until payment in full of all of Senior Creditor Obligations owing
     to  Senior Creditor by the Company notwithstanding any action or non-action
     by  the  Senior  Creditor  with  respect  thereto  or  with  respect ot any
     collateral  therefore  or  any  guarantees  thereof.  All rights, power and
     remedies  hereunder  shall  apply  to  all  past, present and future Senior
     Creditor  Obligations,  including  under  successive transactions which may
     continue,  renew, increase, decrease or from time to time create new Senior
     Creditor  Obligations.

9.   Subordinated  Creditor  further  agrees  that in case Subordinated Creditor
     should  take  or  receive  any  security  interest  in,  or  lien by way of
     attachment,  execution,  or  otherwise  on  any  of  the  property, real or
     personal,  of  the  Company, or should take or join in any other measure or
     advantage  contrary  to this Agreement, at any time prior to the payment in
     full  of  all  of the Senior Creditor Obligations, Senior Creditor shall be
     entitled  to  have  the  same  vacated,  dissolved  and  set  aside by such
     proceedings  or  law,  or  otherwise,  as  the  Senior  Creditor  may  deem
     appropriate, and this Agreement shall be and constitute full and sufficient
     grounds  therefore  and shall entitle the Senior Creditor to become a party
     to  any  proceedings at law, or otherwise, initiated by the Senior Creditor
     or  by  any  other  party,  in  or  by  which  the Senior Creditor deems it
     appropriate  to  protect  its  interests  hereunder.  Subordinated Creditor
     agrees that if it violates this Agreement, it shall be liable to the Senior
     Creditor  for  all  losses  and damages sustained by the Senior Creditor by
     reason  of  such breach, including Senior Creditor`s attorney`s fees in any
     such  legal  action.

10.  Except  as  otherwise  expressly agreed to herein, if Subordinated Creditor
     shall  receive  any  payments,  security  interests, or other rights in any
     property  of  the  Company  in violation of this Agreement, such payment or

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     property shall be received by Subordinated Creditor in trust for the Senior
     Creditor  and shall subsequently be delivered and transferred to the Senior
     Creditor.

11.  No  subordination  of the Subordinated Creditor Obligations have previously
     been  executed by the Subordinated Creditor for the benefit of anyone else,
     and  any  such  subordinations  hereafter  executed  will  be, and shall be
     expressed  to  be,  subject and subordinate to the terms of this Agreement.
     This Agreement shall continue in full force and effect, and it shall not be
     cancelled  or otherwise rendered ineffective, until the Senior Creditor has
     received  payment  in full of all of the Senior Creditor Obligations of the
     Company.

12.  This  Agreement  shall  be  binding  upon  the  successors  and  assigns of
     Subordinated  Creditor,  and  shall  inure  to  the  benefit  of the Senior
     Creditor`s  successors  and  assigns.

13.  This  Agreement  and all rights and liabilities of the parties hereto shall
     be  governed as to the validity, interpretations, enforcement and effect by
     the  laws  of  the  State  of Texas in the courts located in Dallas, Texas.

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In  Witness Whereof, the parties hereto have caused this Subordination Agreement
to  be  executed  by  their authorized officers on and as of the date and in the
year  first  written  above.


SUBORDINATED  CREDITORS


------------------------------
Chris  Schwartz,  individually


------------------------------
SPH  Investments,  Inc.
Name:
Title:

------------------------------
Capital  Growth  Trust
Name:
Title:

------------------------------
HMA  Investments  Profit  Sharing  Plan,  Inc.
Name:
Title:

------------------------------
Continental  Southern  Resources,  Inc.
Name:
Title:


SENIOR  CREDITOR


By:  ______________________________

Its:  ______________________________


THE  COMPANY


__________________________________
Chris  Schwartz,  President



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