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                                                        Exhibit 10.13

                             ASSIGNMENT AND RELEASE
                             ----------------------

                          Dated as of: October 5, 2002
                                       ---------------

         Reference is made to the secured  Promissory  Note dated as of June 27,
2002 (the  "Note")  issued by Snipes  Productions  LLC, a  Pennsylvania  limited
            ----
liability  company (the  "Borrower"),  to  International  Travel CD`s, Inc. (the
                          --------
"Assignor")  and the Copyright and Royalty  Security  Agreement dated as of June
27, 2002 by and among the Borrower and the Assignor (the "Security Agreement").
                                                          ------------------

         The Assignor and each of SPH Investments,  Inc.,  Capital Growth Trust,
HMA Investments  Profit Sharing Plan and Continental  Southern  Resources,  Inc.
(each an "Assignee and, collectively, the "Assignees") agree as follows:
          --------                         ---------

         1. The  Assignor  hereby  sells and assigns to the  Assignees,  and the
Assignees hereby purchase and assume from the Assignor, as of the Effective Date
(as defined  below) and in the amounts set forth in Section 3 below,  all of the
Assignor`s  interest,  rights and  obligations  with respect to the Note and the
Security Agreement.

         2. The parties hereby  acknowledge that the Assignor is indebted to the
Assignees in an amount that is no greater than the amount that has been advanced
to the Borrower by the Assignor  and that the parties  have not  documented  the
Assignor`s  obligations  for such  indebtedness  to the Assignees (the "Assignor
                                                                        --------
Debts").  In  consideration  for the  assignment  of the Note  and the  Security
-----
Agreement,  the  Assignees  each,  jointly  and  severally,  hereby  release and
discharge the Assignor and each of its present and future  officers,  directors,
employees,  agents,  shareholders,  business partners,  affiliates,  successors,
heirs and assigns from any and all obligations or other  liabilities  related to
the Assignor  Debts which  Assignor may owe to any of the Assignees and from all
claims, rights, charges or demands at law or in equity that any of the Assignees
or their respective successors, heirs, executors,  administrators or assigns may
have arising from or related to the Assignor  Debts.  The Assignees  each hereby
agree  that,  other  than the  execution  of this  Assignment  and  Release  and
performance of its  responsibilities and obligations pursuant to this Assignment
and  Release,  the Assignor  will not be required to take any further  action to
effectuate the release set forth in this Section 2.

         3.  The  Assignor  (i)  represents  that,  as of the  date  hereof  the
outstanding  principal  balance of the Note is $435,000 and that, as of the date
of this Assignment and Release,  the Borrower has not made any interest payments
thereon;  (ii) makes no representation or warranty and assumes no responsibility
with respect to any  statements,  warranties  or  representations  made in or in
connection with the Note or the Security  Agreement or the execution,  legality,
validity, enforceability,  genuineness,  sufficiency or value of the Note or the
Security  Agreement  or any other  instrument  or  document  furnished  pursuant
thereto,  other than that the Assignor is the legal and beneficial  owner of the
rights being assigned by it hereunder and that such rights are free and clear of
any adverse  claim;  (iv) makes no  representation  or  warranty  and assumes no
responsibility  with respect to the  financial  condition of the Borrower or its
affiliates or the performance or observance by the Borrower or its affiliates of
any of their  obligations  under the Note or any other  instrument  or  document
furnished or executed pursuant  thereto;  and (v) attaches the Note and requests
that the Borrower exchange such Note for new secured promissory notes payable to
each of the Assignees as follows:


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         Secured Promissory Notes

          Payable to the Order of:                    Principal Amount of Note:
          ------------------------                    -------------------------

          Capital Growth Trust                                 $235,000

          SPH Investments, Inc.                                $  62,500

          HMA Investments Profit Sharing Plan$  15,000

          Continental Southern Resources, Inc.                 $122,500

         Each of these secured  promissory  notes should be dated as of June 27,
2002 and should accrue interest on their respective  principal amounts from such
date.

         4.  Each  Assignee,  severally  and not  jointly,  (i)  represents  and
warrants  that it is  legally  authorized  to enter  into  this  Assignment  and
Release;  (ii)  confirms that it has received a copy of each of the Note and the
Security Agreement, together with such other documents and information as it has
deemed  appropriate  to make its own credit  analysis and decision to enter into
this  Assignment  and  Release;  (iii)  agrees that it will,  independently  and
without  reliance  upon  the  Assignor  or any  other  party  and  based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own credit  decisions in taking or not taking  action under the Note or
the Security Agreement;  (iv) confirms that it is an eligible assignee;  and (v)
agrees that it will perform in accordance  with their terms all the  obligations
which by the terms of the Note or the  Security  Agreement  are  required  to be
performed by it as a lender.

         5. The effective date for this  Assignment and Release shall be October
5, 2002 (the "Effective Date").
              --------------

         6. Upon  acceptance and recording,  from and after the Effective  Date,
(i) the Assignees  shall each be a party to the Security  Agreement  and, to the
extent provided in this Assignment and Release,  have the rights and obligations
of a Secured Party under such  agreement,  and (ii) the Assignor  shall,  to the
extent  provided in this  Assignment  and Release,  relinquish its rights and be
released from its obligations under the Note and the Security Agreement.

         7. THIS  ASSIGNMENT  AND RELEASE SHALL BE DEEMED TO BE A CONTRACT UNDER
SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE
COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.



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         WITNESS the following signatures as of the 5th day of October, 2002.

                             ASSIGNOR:

                             INTERNATIONAL TRAVEL CD`S, INC.


                             By:
                                      ------------------------------------
                                      Name:
                                      Title:

                             ASSIGNEES:

                             SPH INVESTMENTS, INC.


                             By:
                                      ------------------------------------
                                      Name:
                                      Title:

                             CAPITAL GROWTH TRUST


                             By:
                                      ------------------------------------
                                      Name:
                                      Title:

                             HMA INVESTMENTS PROFIT SHARING PLAN, INC.


                             By:
                                      ------------------------------------
                                      Name:
                                      Title:

                             CONTINENTAL SOUTHERN RESOURCES, INC.


                             By:
                                      ------------------------------------
                                      Name:
                                      Title:


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