[EXHIBIT 10.1.25]

                        TERM SHEET

This Term Sheet ("Term Sheet") sets forth the agreement entered
into this 13 day of January , 2005 by and between Film and  Music
Entertainment, Inc. ("FAME"), a Nevada corporation located at 5670
Wilshire Boulevard, Suite 1690, Los Angeles, California 90036, on
the one hand, and Eris Productions, a Florida Corporation, located
at 8399 Bowden Way, Windermere, Florida 34786 and PTP Productions,
LLC, a Florida Corporation, located at 7630 Westwood Drive #324,
Tamarac,  FL 33321 (collectively "Eris"), on the other hand,  with
respect to the final version, marketing and distribution  of  the
documentary motion  picture currently  titled  "Waking  Up  Dead"
("Picture") on the terms set forth herein:

     1.   Eris hereby warrants and represents that it has
          full right title and interest in and to the Picture and
          the capability to execute this Term Sheet and to grant
          the rights contained herein.

     2.   Eris shall provide FAME with a clear chain of
          title, free from any encumbrances, including all
          releases relating to all musical compositions used in
          the Picture. Any and all participation payments,
          royalties, synchronization rights, payments and/or any
          other required payments to third parties shall be the
          sole responsibility of Eris. Should FAME be required to
          make any such payments on behalf of Eris, such payments
          shall be deducted from distributions due to Eris from
          FAME.

     3.   FAME and/or assigns shall have world-wide
          distribution and/or sales rights for the Picture and all
          derivative works for the period of fifteen (15) years.

     4.   FAME agrees to use its best efforts to seek
          potential distributors for the Picture and to maximize
          revenues from the Picture. Once FAME has identified a
          prospective distributor, FAME will inform Eris of the
          distributor's identity and degree of interest. Eris and
          FAME will work together in all aspects of pursuing a
          distribution agreement with all distributors. However,
          Eris will not have the authority to finalize or enter
          into any agreement with the distributor.

     5.   FAME and/or assigns will be accorded a single card
          presentation credit on a most favored nations basis to
          read "FAME presents", and John Daly will be accorded
          either a co-producer or executive producer credit in
          first position. Likewise, Eris shall receive either a co-
          producer or executive producer credit in second
          position.

     6.   All net profits (as defined below) realized from
          the marketing or distribution or any other exploitation
          of the Picture shall be apportioned between the parties
          as follows:


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         FAME ...........20%
         Eris ...........80%

For purposes of this Paragraph 6, "gross receipts" shall
be defined to mean all revenue received by FAME or
its subsidiaries or affiliates acting as sub-
distributors, sub-licensees or agents (without any
deductions), generated by any marketing, sale,
licensing, distribution or any other exploitation of
the Picture, including the gross amounts received by
any of FAME'S subsidiaries or affiliates acting as
sub-distributors, sub-licensees or agents.

For purposes of this Paragraph 6, "net profits" shall mean
the gross receipts received by FAME or its
subsidiaries or affiliates acting as sub-
distributors, sub-licensees or agents on account of
any marketing, sale, licensing, distribution or any
other exploitation of the Picture in any format, in
any language and/or any territory in the world, LESS
the following, in order of priority:

a)   Reimbursement of 100% all distribution and sales costs
     and expenses, including, without limitation, direct
     marketing expenses; costs of conversion to 16mm or
     35mm prints, should Eris and FAME jointly determine
     that such conversion will increase the income
     potential on the Picture; all print and advertising
     expenses; costs incurred in connection with
     promotional materials; sales and withholding taxes,
     shipping of promotional material; publicity material,
     bank transfer charges, dubbing and production of
     foreign language tracks; and advertising expenses
     that have been advanced or incurred by FAME in
     connection with the distribution of the Picture
     hereunder.

b)   Reimbursement of 100% all distribution and sales costs
     and expenses, including, without limitation, direct
     marketing expenses; costs of conversion to 16mm or
     35mm prints, should Eris and FAME jointly determine
     that such conversion will increase the income
     potential on the Picture; all print and advertising
     expenses; costs incurred in connection with
     promotional materials; sales and withholding taxes,
     shipping of promotional material; publicity material,
     bank transfer charges, dubbing and production of
     foreign language tracks; and advertising expenses
     that have been advanced or incurred by Eris in
     connection with the distribution of the Picture
     hereunder.

All of FAME'S expenses in excess of $1,000.00 must have
prior approval from Eris in order to be considered
recoupable. FAME shall provide written documentation
or receipt to Eris any and all expenses less than
$1,000.00 within five (5) business days of said
expenditures. Eris' approval of FAME'S expenses shall
not unreasonably withheld.

     7.   FAME shall have Eighteen (18) months from the final
          signature date below in which to secure reasonable
          sales and/or distribution of the Picture. Should


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          FAME fail to secure such sales and/or distribution
          within  this term, Eris shall have the right,  but
          not  the  obligation, to immediately  cancel  this
          Term  Sheet  with thirty (30) days  prior  written
          notice.  Additionally, if at any time  after  nine
          (9)  months  from the final signature date  below,
          Eris  believes  that FAME is not  using  its  best
          efforts  with regard to securing reasonable  sales
          and/or  distribution  of the Picture,  Eris  shall
          have  the  right  to notify FAME, in  writing,  of
          FAME'S deficiency of perfoffi1ance under this Term
          Sheet and provide FAME with a reasonable course of
          action  to  cure such deficiency. FAME shall  have
          thirty  (30)  days  to cure any  such  deficiency.
          Should  said  deficiency  not  be  addressed   and
          rectified  in the allotted thirty (30) days,  Eris
          shall  have  the right to cancel said  Term  Sheet
          with  written  notice to FAME. Should cancellation
          of  the  Term Sheet occur, either after  nine  (9)
          months  or after eighteen (18) months, as provided
          for  above, with the required written notice  from
          Eris,  FAME  shall  have  the  right  on  a  first
          priority basis, which survives cancellation of the
          Term Sheet, to recoup all prior approved expenses,
          as  described  in Paragraph 6(a) above,  from  any
          future  net  profits, as defined  in  Paragraph  6
          above, derived from the Picture. If Eris does  not
          reimburse FAME on a first priority basis from  net
          profits for FAME'S prior approved expenses, FAME'S
          sole  remedy for recoupment of said prior approved
          expenses shall be limited to a claim for breach of
          contract.  Upon  any  cancellation  of  this  Term
          Sheet, Eris shall retain all rights in and to  the
          Picture and any other creation based on or arising
          from the Picture created by Eris, and any material
          developed  as  of  the date of  termination  based
          thereon, shall revert to or be delivered to  Eris.
          Not  withstanding the foregoing, Eris agrees  that
          this  paragraph  shall be deemed waived  upon  the
          earliest  attainment  by  FAME  of  any   of   the
          following  events: (a) theatrical  release  in  at
          least  three  (3) markets, two of  which  must  be
          major  markets, defined as Los Angeles, New  York,
          Chicago,  Philadelphia, San Francisco,  Washington
          D.C.,  Atlanta, Dallas, Boston, or Miami,  in  not
          less  than  ten  (10) theaters; (b)  sale  of  the
          Picture  in five (5) foreign territories;  or  (c)
          prize awarded in at least three (3) festivals.

    8.    Before  entering  into any  distribution  or
          sales  agreements and/or before making any  third-
          party  commitment on any matter  relating  to  the
          Picture,   FAME  shall  request  approval   and/or
          consent  of  Eris.  Said approval  and/or  consent
          shall  not be unreasonably withheld and  shall  be
          granted in a reasonable time period.

    9.    FAME  shall provide Eris with statements  of
          income  within thirty (30) days of the  end  of  a
          statement  period.  Statement  periods  shall   be
          defined  as  monthly  for  theatrical  income  and
          quarterly  for  all other ancillary  income.  FAME
          shall provide a check to Eris for payment in  full
          of all sums then due and payable to Eris, less any
          recoupments allowable under Paragraph 6(a)  above,
          within  fifteen  (15) days  of  the  end  of  each
          statement period. Theatrical income is defined  as
          any  income  derived  from  the  marketing  and/or
          distribution of the Picture in theaters. Ancillary
          income is defined as any other income received


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          by  FAME  that  does not relate  to  the  sale  or
          distribution of the Picture in theaters.

    10.   Eris  shall have reasonable audit rights  and
          shall  be allowed to inspect any and all of  FAME'S
          and/or   its  assigns,  records  relating  to   the
          Picture. Eris can conduct said audit upon a minimum
          of  three (3) weeks prior written notice, at  Eris'
          sole  expense  and  during FAME'S  normal  business
          hours.  Each  annual  statement  from  FAME   maybe
          audited  once, and such audit must be conducted  no
          longer than  twelve (12) months after the  closing
          date of the period to be audited.

    11.   Eris shall provide FAME, on a timely basis,
          the delivery schedule, attached hereto and part  of
          the whole hereof as "Schedule A".

    12.   Eris  understands and agrees that FAME  is  a
          holding company and that FAME will be assigning its
          rights to various subsidiaries. Eris shall be kept
          advised of  any  and  all assignments  and  hereby
          agrees to such assignments.

    13.   FAME acknowledges that Eris is the sole
          creator and author of the Picture and that Eris  is
          the  exclusive owner of copyright in said work  and
          of  all rights comprised in copyright. It is agreed
          that  Eris  shall  have the right to  exercise  all
          rights  of copyright owner with respect to original
          story for the script of the Picture, including  but
          not limited to all exclusive rights specified in 17
          U.S.C 106.  FAME does not own nor is it entitled
          to any rights or claims to any intellectual
          property developed by or for Eris outside  of  the
          relationship created between the parties.

    14.   All other terms, including any re-edit and/or
          additional materials  necessary  to  deliver   the
          Picture with a minimum of eighty-eight (88) minutes
          of running  time, shall be subject to good  faith,
          reasonable negotiations between the parties hereto.
          Eris shall have reasonable final creative control
          of the  Picture,  and approval  shall  not  to  be
          unreasonably withheld.

     15.  Throughout the term of this Term Sheet and at
          all times thereafter, Eris and FAME agree  not  to
          disclose to  others or to use any confidential  or
          proprietary information or property of  the  other
          acquitted hereunder  or  in  connection  herewith,
          except as  authorized herein  or  in  advance,  in
          writing,  to the disclosing party , and both  shall
          keep and shall require their respective directors,
          officers, employees and agents to keep confidential
          such information, including, but not  limited  to,
          all  designs,  sketches,  drawings  financial  and
          marketing information, customer lists and other non-
          public business and financial information,  or  as
          required by FAME as a public company or by a  court
          of law. The foregoing restrictions shall not apply
          to confidential  information which is or was
          learned, acquired or developed independently by the
          receiving party, or which is known publicly. The


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          provisions of this Paragraph 15 and each party's
          obligations hereunder shall  survive any
          cancellation or expiration of this Term Sheet.

    16.   FAME shall indemnify and hold harmless Eris
          from and against any loss, cost, claim, damages  or
          other liability to or from any third party arising
          out of FAME'S commitments, obligations,
          warrantees and representations made under this Term
          Sheet.  Likewise, Eris shall indemnify and hold
          harmless FAME  from and against  any  loss,  cost,
          claim,  damages or other liability to or  from  any
          third party  arising  out  of  Eris' commitments,
          obligations, warrantees and representations  made
          under this Term Sheet.

    17.   All requests, reports, approvals and notices
          required or permitted to be given under this  Term
          Sheet   shall be in writing and shall, unless
          specifically provided otherwise in this Term Sheet,
          be deemed to have been given if personally
          delivered, faxed (with receipt confirmed) or mailed
          (by registered or certified air mail, return
          receipt requested), postage prepaid, to the  party
          concerned, at its address or addresses as set forth
          above or as designated from time to time by notice
          in writing, and the date of  mailing shall be
          considered the notification date.

    18.   The parties acknowledge that they have each
          been advised  by,  or had the  opportunity  to  be
          advised by,  legal counsel during  the  course  of
          negotiation of this Term Sheet, and therefore  this
          Term Sheet shall be interpreted without regard to
          any presumption or rule requiring construction
          against the party causing this Term Sheet to be
          drafted.  Each party having had the opportunity to
          seek and obtain legal advice with respect to its
          respective rights and obligations under this Term
          Sheet, and having done so, each party hereby sets
          it hand below on the date first above specified,
          with the intent to be bound hereby.

    19.   Other than claims arising under the copyright
          laws of the United States, any disputes,
          controversy or claim arising out of or relating  to
          this Term Sheet, or the breach thereof, which
          cannot be resolved within a reasonable time through
          discussions between the parties, shall be  resolved
          by means of arbitration to be conducted in Los
          Angeles, California by a single arbitrator, who
          shall be mutually agreed upon by the parties.  If
          the parties are unable to agree on the arbitrator,
          the arbitrator shall be selected pursuant  to  the
          rules and procedures specified by the American
          Arbitration Association.  The arbitration will
          proceed in accordance with the rules specified  by
          the arbitrator, if the parties so agree, or if they
          do not agree, the arbitration will proceed under
          the rules of the American Arbitration Association (
          or any successor organization  thereto) in
          accordance with its Commercial Arbitration Rules.
          The decision of the arbitrators shall be final,
          conclusive and  binding upon the parties and, a
          judgment upon the award may be obtained and entered
          in any federal or state court of competent
          jurisdiction.  The costs and expenses of the
          arbitration proceedings, exclusive of attorney's
          fees, shall be shared equally between or
          among the parties. In any dispute arising from or
          to enforce the terms of this Term Sheet, the
          prevailing party in such dispute shall be entitled
          to recover that party's attorney's fees and costs
          from the other party.


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    20.   This Term Sheet supersedes any and all prior
          agreements, oral or written, with respect to the
          subject matter  hereof. Time is of the essence.
          Should any portion of this Term Sheet be found not
          enforceable, such portion shall be deemed  severed
          with the balance of the Term Sheet remaining in
          full force and effect. This Term Sheet may be
          executed by any number of counterparts, each of
          which shall be deemed to be an original and all  of
          which together shall be deemed to be one  and  the
          same instrument. All changes to any portion of this
          Term Sheet must be done in writing and must be
          signed by both Eris and FAME. Failure of either
          party to enforce at any time any term, provision or
          condition of this Term Sheet, or to exercise any
          right or option herein, shall in no way operate as
          a waiver thereof, nor shall any single or partial
          exercise preclude any other right or option herein,
          in no way whatsoever shall a waiver of any term,
          provision or condition of this Term Sheet be valid
          unless in writing, signed by the waiving party  ,
          and only to the extent set forth in such writing.
          This Term Sheet shall be deemed entered into and
          wholly performed in Los Angeles, California  and
          shall  be subject to the law and jurisdiction
          thereof.

Our signatures below this ____ day of January, 2005 shall
indicate our acceptance of the foregoing:

ERIS                               FAME



___________________________        __________________________
By:  Fabio Jafet                   By:  John Daly
Its:  President                    Its:  President




PTP Productions, LLC





____________________________
By:  Phillip Varone III
Its:  Managing Member








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                             "Schedule A"
                            Delivery Items*

1.   Lab access letter
2.   Answer Print or check print
3.   IP
4.   IN
5.   Textless Main/End title IP
6.   Script
7.   Copy of Shooting Script (transcript of actual onscreen language)
8.   Credit Block
9.   Main Title Credits List
10.  End Title Credits List
11.  Music Elements (DAT copy of score and other tracks in the film)
12.  Music Cue Sheet
13.  Music Contract/license Agreements
14.  Pub/Advert-color slides
15.  Press Kits
16.  Key, Art, Poster or any one sheets(if available)
17.  Paid advert statements
18.  Chain of the Title Statement
19.  E & O Insurance
20.  Copyright Report
21.  Copyright Certificate
22.  CCSL-Combined Continuity and Spotting List
23.  Video Masters-Hi Def/DBC/D-1
24.  Video Cassette viewing copy of NTSC (if available)
25.  Trailer

*  Whereas the picture is a documentary shot in multiple formats, the
   above delivery items may be modified by FAME to accommodate the
   nature of the project







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