[EXHIBIT 10.2.10]
                 CODE OF ETHICS FOR OFFICERS

                               OF

               FILM AND MUSIC ENTERTAINMENT, INC.

                        December 15, 2004
                        -----------------

PURPOSE:

Film and Music Entertainment, Inc. (the "Company") has
established the following Code of Ethics (this "Code") in
compliance with the Sarbanes-Oxley Act of 2002 to ensure the
continuing integrity of the Company's financial reporting and to
protect the interests of its shareholders, creditors and those
with which the Company conducts business. This Code sets forth
specific policies to guide the Company's principal executive
officer and senior financial officers in the performance of their
duties.

APPLICABILITY

This Code shall apply to each of the following officers of the
Company (collectively, the "Covered Persons"):
     Principal Executive Officer
     Principal Financial Officer
     Principal Accounting Officer or Controller Persons(s)
performing similar functions

STANDARDS OF CONDUCT:

To the best of their knowledge and ability, each Covered Person
shall


1.   Act with honesty and integrity, in good faith, with due
     care, with diligence and in an ethical manner;

2.   Exercise independent judgment;

3.   Avoid actual or apparent conflicts of interest in both
     personal and professional relationships, always
     distinguishing between personal, private interests and those
     interests of the Company, not involving the Company in any
     transaction where a conflict is or may be present without
     prior approval of the Company's Board of Directors (the
     "Board");

4.   Provide full, fair, accurate, objective, timely and
     understandable disclosures in internal reports and
     documents, as well as reports and documents that the Company
     files with, or submits to, the Securities and Exchange
     Commission (the "SEC") and in other public


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     communications made by the Company;

5.   Comply with applicable laws, rules and regulations of
     federal, state and local governments and other appropriate
     regulatory agencies governing the conduct or operations of
     the Company;

6.   Take measures to achieve responsible use of and control over
     the Company's assets, resources and information employed by,
     or entrusted to, him or her;

7.   Respect the confidentiality of information acquired in the
     course of employment with the Company, except when
     authorized or otherwise legally obligated to disclose such
     information, and do not use  confidential  information
     acquired in the course of the Company's business for
     personal advantage; and

8.   Proactively promote ethical and honest behavior within the
     Company


FINANCIAL RECORDS AND PERIODIC REPORTS

Covered Persons shall establish and manage the Company's
transactional and reporting systems and procedures to provide
reasonable assurance that:

1.   Business transactions are properly authorized and
     completely, timely and accurately recorded on the Company's
     books and records in accordance with generally accepted
     accounting principles in the United States, rules
     promulgated by the SEC, regulatory requirements and
     established policies of the Company; and

2.   The retention or proper disposal of the Company's records is
     in accordance with established Company financial policies
     and applicable legal and regulatory requirements.


REPORTING:

Each Covered Person shall promptly, upon becoming aware thereof,
bring to the
attention of the CEO (subject to the Company's confidential and
anonymous complaint process which may require such information to
go only to the Company's Audit Committee) and all members of the
Audit Committee:

1.   Any act or any violation of this Code by any Covered Person
     or any act by any other person or entity (whether or not
     subject to this Code) that would be a violation of this


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     Code if such person or entity were a Covered Person;

2.   Any recognized potential conflict of interest of the Covered
     Person or any other employee or agent of the Company;

3.   Any information that indicates that any disclosures made or
     to be made by the Company in its public filings were
     materially false or misleading, omitted to state a material
     fact or omitted to state a material fact necessary in order
     to make a statement in such filing not false or misleading;

4.   Any information concerning a material violation by the
     Company or any employee or agent of the Company or by any
     other person or entity of laws, rules or regulations,
     including, without limitation, securities laws, rules and
     regulations, applicable to the Company or its business or
     operations;

5.   Any information concerning significant deficiencies in the
     design or operation of the Company's internal controls which
     could adversely affect the Company's ability to record,
     process, summarize or report financial data; and

6.   Any information concerning any fraud, whether or not
     material, that involves management or other employees who
     have a significant role in the Company's financial
     reporting, disclosures or internal controls.


ENFORCEMENT:

The Board shall determine appropriate actions to be taken in the
event of violations of this Code. Such actions shall be
reasonably designed to deter wrongdoing and to promote
accountability for not adhering to this Code.

A failure to report apparent violations, covering up violations
or apparent violations, retaliating against or disciplining a
person for reporting a violation or apparent violation, or
obstructing an investigation of an alleged or apparent violation
shall also be a violation of this Code.


WAIVERS:

The Board shall have the sole and absolute discretionary
authority to approve any amendment to, or waiver (including
implicit waiver) from, any provision of this Code. Any change of
this Code, and any waiver (including implicit waiver) and the
grounds for such waiver for a Covered Person, shall be timely
disclosed through a filing with the SEC on Form 8-K or other
method permitted by the rules


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of the SEC,

                              * * *

If there are any questions involving the application of this
Code, guidance should be sought from the Company's legal counsel.

BOARD OF DIRECTORS
FILM AND MUSIC ENTERTAINMENT, INC.


By
  ---------------------------------
               Chairman




































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                      SHORT FORM ASSIGNMENT

            For good and valuable consideration, receipt
         of which Is hereby acknowledged. and in
         consideration of the mutual covenants and
         agreements herein set forth, the undersigned,
         Aryan Couple International BVl ("Assignor"),
         hereby assigns and transfers to Celebration
         International Pictures Limited (BVI)
         ("Assignee','), and its representatives,
         successors, and assigns, all of Assignor's
         right, title, and interest in and to the motion
         pic1lJm presently entitled "Aryan Couple" (the
         "Picture"), including, without limitation, all
         copyrights and all rights of copyright in and to
         the Picture and all of Assignors lights in and
         to any and 8)1 agreements, assignments, licenses
         and other instruments and documents of whatever
         kind and nature, including without limitation,
         the agreements referred to in Schedule A
         attached hereto and any and all other
         distribution agreements in all media throughout
         the world heretofore or hereafter made or
         executed which transfer rights In or to the
         Picture.

            Assignor warrants and represents that (a)
         Assignor has all right and authority to make
         this assignment and to grant to Assignee all of
         the rights in and to the Picture and the
         contracts granted herein; (b) Assignor has not
         heretofore granted, transferred, encumbered,
         assigned, or other disposed of. in any manner
         whatsoever any right; title or interest acquired
         by it In relation to the Picture; (c) there is
         not now outstanding, any litigation or claims or
         threats of claims or sums due which affect or
         are concerned with, or in any way touch upon any
         of the rights, licenses, privileges. and
         proper1y assigned to Assignor hereunder: and (a)
         Assignor has duly performed all of its
         obligations to be performed prior to the date of
         this assignmen1 with respect to the subject of
         the contracts, including but not limited to all
         payment obligations occurring prior to the date
         hereof.

            Assignor will indemnify Assignee and save and
         hold Assignee harmless of and from any and all
         claims. demands, actions, and liabilities of
         every kind and character whatsoever including
         reasonable attorneys' fees, arising out of any
         breach or violation of the aforesaid
         representations and warranties by Assignor.

            Assignor agrees to execute, acknow1edge and
         deliver. or cause to be executed, acknowledged
         and delivered, any and all further documents
         which may be necessary or expedient to
         effectuate the purposes of this Assignment. In
         the event Assignor fails to execute and deliver
         such other documents and Instruments promptly
         upon demand thereof from Assignee, Assignee is
         hereby authorized and appointed attorney-in-fact
         of and for Assignor to make, execute and deliver
         any and all such other documents and
         instruments. Assignor hereby assigns and
         delegates such power to Assignee. Assignor
         wishes to be released and discharged from
         Agreements assigned hereunder as from the date
         of this agreement {the "Effective Date") and the
         parties be1ow have agreed to release and
         discharge Assignor from Effective Date on
         condition that the Assignee


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         Undertakes to perform the Agreements and to be
         bound by the terms of the Agreements in place of
         the Assignor.  The  Assignee hereby assumes and
         undertakes to perform such obligations.

            Assignee hereby expressly acknowledges that
         certain agreement between Wigram, Inc. and Red
         Giants Productions, Inc., dated January 21, 2004,
         entitled "Motion Picture Financing and Production
         Services Agreement."  Assignee hereby expressly
         assumes any and all duties and obligations of Red
         Giants Productions, Inc. to Wigram, Inc. under
         that agreement.  A copy of said agreement is
         attached hereto as part (1) of Exhibit A,
         and incorporated herein by this reference.

            This Assignment shall be binding upon and
         inure to the benefit of the successors,
         assignees and licensees of the parties hereto.

            IN WITNESS WHEREOF, the parties hereto have
         duly executed this short from assignment as of
         August 23, 2004.

                         Celebration International Pictures
                         (BVI)("Assignee")

                         By: (sig.)
                            --------------------------------
                         Its:  President
                             -------------------------------

                         Aryan Couple International BVI
                         (Assignor)

                         By: (sig.)
                            --------------------------------
                         Its:  President
                             -------------------------------

    The following parties agree to this assignment and the assumption
by Assignee of all obligations under the agreements assigned.

MAIRIS FILM LTD. SP ZOO


By: (sig.)
   ------------------------------

Its:  President
    -----------------------------


Wigram

By: (sig.)
    -----------------------------

Its:  President
    -----------------------------


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