[EXHIBIT 10.1.27]

                            TERM SHEET

This Term Sheet ("Term Sheet") sets forth the agreement entered
into this 2nd day of February , 2005 by and between East Mojave
Corporation, a wholly owned subsidiary of Film and Music
Entertainment, Inc. ("FAME"), a Nevada corporation located at
5670 Wilshire Boulevard, Suite 169?, Los Angeles, California
90036, on the one hand, and  Satish Patel and the Patel Family
Trust, located at 1100 N. Riata Street Gilbert, Arizona 85234 (
collectively "Patel"), on the other hand, with respect to an
exchange of assets as full and complete settlement of any and
all outstanding issues by and between the parties on the terms
set forth herein:

1.    Patel hereby warrants and represents that it has
      full right title and interest in and to certain common
      stock of FAME referenced herein and the capacity to
      execute this Term Sheet and to grant the rights
      contained herein.

2.    FAME, through its subsidiary, East Mojave
      Corporation, hereby warrants and represents that it has
      full right title and interest in and to a hypothecated
      interest granted to it by SRS Properties, LLC in and to
      the Limited Liability interest representing 50% of the
      entire of Wilcox Partnership, LLC (the "Hypothecated
      Interest"), which sole and exclusive asset is 28.3 acres
      of undeveloped commercial land located outside Wilcox,
      Arizona (APN 203-10- 013) referenced herein and the
      capacity to execute this Term Sheet and to grant the
      rights contained herein.

3.    Patel, by signature below hereby returns to FAME
      and/or its designee all shares of common stock of FAME
      wherever situated and forever relinquishes any claim of
      ownership thereof.

4.    FAME, by signature hereby returns to Patel any
      claim of title or ownership, now or in the future, to
      the Hypothecated Interest.

5.    FAME shall also cause to have paid to Patel the sum of
      Fifty Thousand Dollars ($50,000).

6.    Paragraphs 3, 4 and 5 are to be effectuated in a
      simultaneous close whereat monies and share certificates
      shall be exchanged and the terms of this agreement shall
      take binding effect.

7.    The Parties hereto, each unto the other shall
      indemnify and hold harmless the other Party from and
      against any loss, cost, claim, damages or other


<PAGE>

      liability to or from any  third party arising out of the
      commitments, obligations warrantees and representations
      made under this Term Sheet.

8.    All  requests, reports, approvals and  notices
      required or peffi1itted 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  confiffi1ed)   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.

9.    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.

10.   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.

11.   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



<PAGE>

      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 Patel 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 2nd day of February, 2005 shall indicate
our acceptance of the foregoing:

PATEL (individually and on              FAME
Behalf of the Patel Family Trust)



(sig.)                                  (sig.)



By:                                     By:  Lawrence S. Lotman
   -----------------------------           ------------------------------
Its: Trustee                            Its:  Secretary
    ----------------------------            -----------------------------



<PAGE>


                    Assignment of Stock Purchase

By  signature below this Third day of February 2005 Film and Music
Entertainment, Inc. ("Company") hereby assigns any and all  rights
to  purchase  Two  million Two Hundred Fifty Thousand  (2,250,000)
Shares  of  its  144 restricted common stock of the  total  shares
specified under the Company's buy back agreement dated February 2,
2005  by  and between the Company and Satish Patel and  the  Patel
Family  Trust  to  Caspar von Winterfelt  for  the  sum  of  Fifty
Thousand  Dollars ($50,000) to be paid directly to  Patel  or  his
designated beneficiary.

Von  Winterfelt hereby represents and warrants that he  is  not  a
citizen of the United States, that he is a sophisticated investor,
that Company is not a party to his transaction with Patel, that he
is  familiar with the restrictions required under rule 144 of  the
Securities and Exchange Commission and that his acquisition is for
his personal portfolio and he is not acquiring the shares with the
intent to resell them.

On behalf of Film and Music Entertainment, Inc.


(sig.)
------------------------------------
Lawrence S. Lotman, Secretary



(sig.)
------------------------------------
Caspar von Winterfelt


















<PAGE>


                        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


<PAGE>


          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


<PAGE>


          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


<PAGE>


          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.


<PAGE>


    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








<PAGE>


                             "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







<PAGE>


           FINANCING, CO-PRODUCTION & DISTRIBUTION AGREEMENT

                                 "Played"

                      Dated: As of April l5th, 2005

1.   Parties:   Attica  Films Limited ("AFL") or  its  nominee  (which
                nominee shall be subject to FAME's prior written approval)
                and FILM AND MUSIC ENTERTAINMENT, INC. ("FAME").

2.   Project:  Feature length motion picture (the "Picture") based on
Story  and  Characters created by and a Step Outline written  by  Sean
Stanek and Mick Rossi entitled "Played" (registered with the WGA  #WGA
988589)  (the  Bible")  to be directed by Sean Stanek.  AFL  commenced
principal  photography of the Film on 18 May 2003 and have shot  fifty
seven  (57)  hours  of  footage  on mini  d.v.  tapes  (the  "Existing
Footage") and desire to shoot additional footage on mini do  v.  tapes
("New  Footage").  The cast of the Picture Picture  includes  existing
performances  by Mick Rossi, Vinnie Jones, Val Kilmer,  Gabriel  Byme,
Patrick  Bergin,  Patsy  Kensit,  Roy Dotrice,  Joanne  Whalley,  Sile
Bermingham,  Bruno Kirby, Anthony LaPaglia and Steve J  ones  AFL  has
requested the FAME finance the New Footage and the completion  of  the
Picture  and,  subject  to completion of its due  diligence  Fame  has
agreed to do so.

      (a)  Subject  to  the  completion of its due  diligence  to  its
satisfaction FAME hereby agrees to provide the full amount approved by
FAME  for  the remaining completion of the Picture to be paid pursuant
to a mutually agreed cash flow schedule. FAME may provide a portion of
its  funding  obligation by providing goods and services required  for
the  production of the Picture. Such goods and services shall be  part
of the budget.


      (b)   The Picture is contemplated to re-start production  on  or
about, but no later than ________, 2005.

      (c)  AFL' supervisory staff shall be in charge of the day-to-day
production  of  the  Picture  but shall  act  only  after  good  faith
consultation with John Daly or such other person or persons as may  be
designated by FAME. FAME shall have the right to have a representative
on  the  set  at  all times. AFL shall be responsible for  any  budget
overages except those resulting from FAME ' s written request.

      (d)  AFL shall meaningfully consult with John Daly and/or Caspar
von  Winterfeldt  for  FAME in regard to all key  creative  production
decisions  and  shall  not  act in such a  manner  as  to  arbitrarily
override any positions expressed by FAME.

3.  Engagement: FAME shall have and is hereby granted perpetual, world
wide  distribution  rights in and to the Picture,  and  any  materials
derived  therefrom  including rell:1akes,  sequels,  prequels  and  TV
Series,  in  any  and  all  media now known  or  hereafter  discovered
including  without  limitation  all  lending  and  rental  rights   in
connection  with  the  Picture and AFL irrevocably  confirm  that  the
consideration  hereunder,  including  without  limitation   the   sums
advanced  for  completing  the Picture  shall  be  deemed  to  include
equitable remuneration for the right to exploit all




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<PAGE>


rental  rights.  FAME  shall have the right to  (a)  distribute  or
supervise  the  distribution, marketing,  and  advertising  of  the
Picture  and  to  distribute or arrange  for  distribution  of  the
Picture  throughout  the world; (b) conduct  the  negotiations  for
sale,   sell  and/or  license  the  Picture  worldwide  to  buyers,
licensees,   agents,  broadcasters  and  exhibitors   (collectively
"Licensees");  and  (  c) handle or supervise  the  collection  and
payment  of  revenues  derived  from exploitation  of  the  Picture
worldwide.

4.     The Picture:    AFL  shall  be  responsible  for  producing,
completing and delivering the final Picture. The completed  Picture
shall  be made available to FAME promptly after its completion  but
in  any case no later than March 31,2006 ("Delivery Date"), subject
to  an extension of thirty (30) days resulting from events of force
majeure  as  defined herein. All editing shall be done  subject  to
FAME ' s approval. The Picture will be a feature-length first-class
color  motion  picture  and produced at a professional  first-class
standard  for  motion  pictures which are suitable  for  theatrical
release in the United States. The Picture shall have a running time
of  not  less than 90 nor more than 110 minutes, inclusive of  main
and  end titles and shall qualify for an MP AA rating no more  than
restrictive  than  R. FAME shall have the right  of  final  cut  if
required by a 3 rd party distributor.

5.     Distribution. FAME agrees to use its good faith  efforts  to
license  the  Picture in a manner which will maximize the  receipts
therefrom. FAME does not guarantee the performance of any agreement
into  which it may enter with any licensee, sub-agent, sales  Agent
or  any person, firm or entity regarding the distribution or  other
exploitation of the Picture, and shall not be liable or responsible
to AFL for failure to collect any amount becoming payable under the
terms  of such contracts, but FAME will use commercially reasonable
efforts to enforce all such agreements and collect all sums due for
the joint benefit of F arne and AFL.

6.    Marketing/Distribution Expenses: The  final  cost  to  finish
shall  include  a  Foreign Marketing Fee to  FAME  of  Thirty  Five
Thousand  Dollars  ($35,000). FAME shall incur  and  shall  advance
additional  foreign  marketing costs  up  to  an  additional  Forty
Thousand  Dollars ($40,000) (i.e., a total of Seventy Five Thousand
Dollars ($75,000) any marketing expenses in excess of Seventy  Five
Thousand  Dollars  ($75,000)  shall be  mutually  approved  by  the
parties.  Marketing  expenses shall be  recovered  as  provided  in
paragraph 7 below. The cost of supplying dubbing materials or other
materials  for  which FAME is not reimbursed by  its  Sub-Licensee,
shall  be  deemed  included in approved Additional  Expenses  which
shall  be  recovered by FAME as provided below.  U.  S.  theatrical
marketing costs, if any, shall be provided or arranged for by  FAME
and recovered from Gross Receipts.

7. Distribution of Proceeds:

     A.    DISTRIBUTION. FAME shall arrange for the distribution of
           ------------
the Film. In doing so, all agreements for third party licensing  of
the  Picture  shall be submitted to AFL for consultation.  All  net
proceeds from the distribution of the Picture as aforesaid shall be
paid  to  a segregated account administered by FAME. All  net  sums
derived  from the exploitation of the Picture and/or  any  and  all
rights therein, including merchandising, in all media now known  or
hereafter  devised,  throughout the world,  in  perpetuity  ("Gross
Receipts"),  shall be deposited into that account and paid  out  in
the following order of priority:

     a)  To  FAME  for its Distribution Fee of Twenty Five  Percent
(25%) of the world wide gross receipts from the first dollar.

     b)  FAME  or its investor shall be reimbursed for all  of  its
contribution to the cost of the


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<PAGE>


Picture  (INCLUDING  THE MARKETING FEE), print, advertising  and  other
distribution and marketing expenses including all transfer fees.

     C)    Residuals, talent deferrals, and third party participations,
if any, shall be disbursed promptly as due by the Collection Account as
required  by  contractual obligations. Deferrals, bonuses, third  party
participations   and  other  contingent  payments,  including   without
limitation  the  director,  producer  and  writer  and  AFL  's   prior
investment  in  the  Picture, shall all be subject  to  prior  written,
mutual, approval of AFL and FAME.

     e)    The balance of Receipts remaining after the deductions
 provided for above  shall be deemed Net Profits. Net Profits shall be
 divided  Fifty Percent (50%) to FAME and Fifty Percent (50%) to AFL.

8.   Omitted

9.    Credits: FAME shall each receive a credit as Presenter  and  John
Daly  and  Caspar von Winterfeldt shall receive Producer  or  Executive
Producer credit, as determined by Fame, on screen on separate cards and
in  all paid advertising, posters, labels and excluded ads in the  same
size and prominence as the Director or any other Producer.

10.  Statements/Audit Rights:

     (a)   Statements. Commencing upon first receipt of Gross  Receipts
     after  delivery and continuing for the first eighteen (18)  months
     of  the  Term, within Thirty (30) days of the end of  each  month,
     FAME  (as  appropriate) shall render to AFL a  statement  together
     with  any sums due thereunder, setting forth in reasonable detail,
     all  gross receipts received, by source (as well as the amount  of
     each  contract  and  the  balance  yet  to  be  paid),  recoupable
     expenses,  interest  earned and permitted fees (including  showing
     the cumulative amount of deferred and unpaid fees and expenses, if
     any  and  any further breakdown of the distribution of such  Gross
     Receipts, and any other information reasonably requisite by  AFL).
     Statements Shall be rendered quarterly thereafter .

     (b)   Copies of Third Party Accountings. FAME shall deliver to AFL
     complete  and accurate copies of all accountings and  evidence  of
     payment  received  by  or on behalf of FAME with  respect  to  any
     Distribution  Agreement including, but not limited to,  all  third
     party accounting statements, checks, wire transfer advice or other
     remittance   advice  in  any  way  relating  to  any  distribution
     agreements.

     (c)   Audit Rights. FAME will maintain at its principal  place  of
     business  in  Los Angeles County , California, books  and  records
     relative to Gross Receipts, sales, expenses and credits.  Upon  at
     least  Two  weeks  advance written notice, during normal  business
     hours  and  not  so  as  to  materially  disrupt  normal  business
     activities,  FAME  will  permit AFL, or an  independent  certified
     public   accountant  designated  by  such  party,   to   make   an
     examination, at AFL's expense, and to audit, inspect and copy  all
     of  the  books and records of FAME solely relating to the  Picture
     for  the  purpose  of  verifying the amounts  remittable  to  AfL,
     pursuant to this Agreement and such other information relevant  to
     this  Agreement. AfL may exercise such audit and inspection rights
     not more frequently than once during each calendar year and any





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<PAGE>


     such  audit shall be completed within a reasonable  period  of
     time. If an audit results in a discrepancy of Five Percent (5%
     ) or more, then FAME shall pay the audit costs and interest on
     any payments resulting from the audit.

     (d)   Gross  Receipts. For purposes of this  Agreement,  Gross
     Receipts  shall be defined as any and all non-returnable  sums
     received  by  or  credited  to FAME  or  its  subsidiaries  or
     affiliates  in  connection with the worldwide exploitation  of
     the  Picture  and any and all related rights in  any  and  all
     media  now known or hereafter devised in perpetuity (including
     any subsequent productions) except for those items usually not
     included   in   gross   receipts  in  regard   to   theatrical
     distribution in the United States. Gross Receipts  shall  also
     include  any  amounts  derived  from  foreign  tax  subsidies,
     rebates, benefits, grants or similar payments.

     (e)   Foreign  Funds.  With  respect  to  any  Gross  Receipts
     received in foreign funds, such funds shall be converted  into
     United  States currency at the time of receipt.  The  rate  of
     exchange  with  respect to any such funds shall  be  the  Wall
     Street  Journal rate of exchange prevailing and  available  to
     Collection  Agent at the time of receipt. If the  transmission
     of  any  Gross  Receipts derived from  the  Picture  from  any
     countries  or territories to the Collection Agent is prevented
     by    embargo,   blocked   currency   regulations   or   other
     restrictions, then, if AFL so requests by giving  FAME  notice
     to  such effect, FAME shall (to the extent permitted under the
     laws of any country wherein such monies are blocked or frozen)
     cause  AFL's  share of Gross Receipts to which  AFL  would  be
     entitled  upon  transmission to the  Collection  Agent  to  be
     deposited  in  AFL  '  s name ( or in such  name  as  AFL  may
     designate) in any bank or other depository designated  by  AFL
     in  such  territory  or  country or  in  another  country  not
     blocked.  Such  deposit  will,  for  the  purposes   of   this
     Agreement,  be  deemed payment to AFL of the amount  deposited
     (computed  at the rate of exchange quoted in The  Wall  Street
     Journal at the time such deposit is made) and FAME shall  have
     no  further liability to AFL in connection with any monies  so
     deposited.

11.   Indemnity: AFL shall defend, indemnify and hold harmless FAME
(including  its officers, directors, partners, owners, shareholders
and  employees) against any and all third party claims and expenses
(including,  without  limitation, reasonable  attorneys'  fees  and
costs)  and liabilities, arising out of any breach of any  of  AF's
obligations,  representations  or  warranties  set  forth  in  this
Agreement   and/or   from   the  development,   production   and/or
exploitation of the Picture.

     AFL  shall defend, indemnify and hold harmless FAME (including
its  officers, directors, partners, owners, shareholders, employees
and  Agents)  against any and all third party claims  and  expenses
(including,  without  limitation, reasonable  attorneys'  fees  and
costs)  and liabilities, arising out of AFL's breach of any of  its
obligations,  representations  or  warranties  set  forth  in  this
Agreement  other  than  those claims covered  by  FAME's  indemnity
obligation.

12.   Delivery Schedule: AFL shall deliver to FAME ( or to Producer
for  delivery to FAME) on or before the Delivery Date, all  of  the
delivery  items  set  forth in Exhibit " A "  attached  hereto  and
incorporated herein by this reference. The completion bond, if any,
shall  provide  for delivery of all such delivery items  listed  on
said Exhibit " A ". Delivery shall also include a laboratory access
letter, in the form of Exhibit "B" hereto, at a laboratory mutually
selected  by AFL and FAME. While AFL has the primary obligation  to
create  and  deliver such items to FAME, if such items are  not  so
created




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<PAGE>


and  delivered or if a Licensee subsequently rejects materials, prior
to  creating  any items on such list itself, FAME shall  provide  AFL
with written notice thereof and a twenty (20) day period to cure such
delivery  defect.  In the event AFL fails to cure any  such  delivery
defect within said twenty (20) day period, FAME shall have the  right
to terminate this Agreement. In addition, to the extent FAME requires
creation  of  items which are not on such Exhibit "  A,"  FAME  $hall
provide  AFL  with thirty (30) days written notice. If  any  delivery
item  required  hereunder is to be delivered  to  FAME  as  and  when
required  or  if a Licensee subsequently rejects materials  and  FAME
expends  funds to so create such item to effect delivery to  licensee
in  accordance  with  the  terms of this  Agreement,  FAME  shall  be
entitled  to deduct and retain the out-of-pocket cost of creation  of
such  delivery item from the Gross Receipts of the sale to  which  it
relates. Delivery shall not be deemed completed in regard to any sub-
licensees until such licensees has accepted all materials.  Any  item
not  objected  to  within  the above time  periods  shall  be  deemed
approved.

     FAME  shall have the right to inspect and examine the  materials
to  be  delivered hereunder and to which access is given  and  to  be
given  under  this  Agreement and to examine all  the  schedules  and
documents  to  be delivered hereunder within thirty (30)  days  after
their  delivery .Delivery .shall be deemed complete for each item  if
notice of defect is not received by AFL within 20 days of delivery to
FAME  of each item or within Ten ( 10) days after AFL receives notice
from FAME that a Licensee subsequently rejects materials. .

     All  rights  and Title to all materials delivered to  FAME  will
remain  with  FAME subject to FAME's rights hereunder.  Further,  all
materials  created by AFL or under its direction or  control,  either
for  promotion or delivery , including but not limited trailers,  art
work  and foreign language dubs, shall be deemed works made for  hire
for  FAME,  and  to  the  extent  FAME  has  any  ownership  interest
whatsoever in such materials, AFL hereby assigns all such  rights  to
FAME.  FAME will exercise due care in safeguarding all materials  and
will  assume all risk for theft or damage while the materials are  in
FAME's  possession. All auditable, actual direct out-of-pocket  third
party  costs associated with safeguarding and storing such materials,
or   otherwise  related  thereto,  shall  be  FAME's,  but  shall  be
recoupable from Gross Receipts as distribution expenses.

13. Miscellaneous:

     (a)   Any  disputes arising between the parties concerning  this
     Agreement,  interpretation thereof or otherwise related  hereto,
     shall  be  settled by binding AFMA arbitration in  Los  Angeles,
     California. Judgment on any award by the arbitrator against  any
     party  may be entered in any court having jurisdiction  thereof.
     All  costs of the arbitration, including outside attorneys' fees
     and  other out-of-pocket expenses of the parties, whether or not
     such  expenses  might be deemed recoverable costs of  litigation
     under  the  California  Rules  of  Court,  may  be  awarded   or
     apportioned  by  the  arbitrator to the party  or  parties  that
     prevail  in  the  arbitration. Each  party  shall  pay  its  own
     attorneys'  fees and expenses pending the allocation thereof  in
     the award to the prevailing party or parties.

     (b)    The  parties  hereto agree to execute  and  deliver  such
     further documents and instruments consistent herewith as may  be
     necessary  or desirable to evidence, effectuate or confirm  this
     Agreement,  and any of the terms and conditions hereof.  If  AFL
     fails  or  refuses  to  execute or  deliver  to  FAME  any  such
     documents  or  instrument, within Five (5) business  days  after
     delivery   of  any  such  document  or  instrument  and   notice
     requesting  the  execution  and  delivery  thereof,  AFL  hereby
     appoints FAME ( or FAME ' s designee), as FAME for AFL,



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<PAGE>


     as  its  attorney-in-fact, with full power of  substitution
     and  with the right, but not the obligation, to do any  and
     all  acts necessary, to execute and deliver such instrument
     or  document,  in  the  name and on behalf  of  AFL,  which
     appointment being coupled with an interest, is irrevocable.

     (c)   AFL hereby represents and warrants to FAME that:  (i)
     AFL has full authority to enter into and completely perform
     this  Agreement and to license the rights  in  and  to  the
     Picture consistent with this Agreement; (ii) There  are  no
     existing or threatened claims or litigation relating to the
     Picture or any literary or other materials incorporated  in
     the  Picture or upon which the Picture is based; (iii)  AFL
     has  not  sold, assigned, transferred or conveyed and  will
     not  sell, assign, transfer or convey, to any party  ,  any
     right, title or interest in and to the Picture or any  part
     thereof   or  any  underlying  rights  (including   without
     limitation the Screenplay) inconsistent with the  terms  of
     this Agreement, and AFL has not and will not authorize  any
     other party during the Term hereof to exercise any right or
     to take any action which will derogate from or compete with
     the  rights  herein granted or purported to be  granted  to
     FAME;  (iv) AFL and its principles have complied  with  the
     terms of any and all previous agreements pertaining to  the
     film  and  hereby  agrees that any conflict  or  obligation
     arising   from  any  such  contract  shall  be   the   sole
     responsibility of AFL and AFL agrees to indemnify and  hold
     FAME  harmless  in  of  and  to any  such  conflict  and/or
     obligation arising from such agreements. (v) No element  of
     the  Picture, nor the exercise of any of the rights in  the
     Picture  does or will: (a) defame any third party;  or  (b)
     infringe  any copyright, trademark, right of ideas,  patent
     or  any  other property right or other right of  any  third
     party;  (vi ) AFL shall promptly discharge, when  due,  all
     supplemental market, royalty or other residual payments and
     third  party participations; (vii) There are, and will  be,
     no  claims,  liens, encumbrances, limitations, restrictions
     or  rights of any nature in or to the rights in the Picture
     inconsistent with this Agreement, other than liens in favor
     of  Guilds and the production lender; (viii) AFL  will,  by
     the  time of delivery to FAME, fully paid, satisfied, cured
     or  discharged  at the time due or required  all  costs  of
     producing  and  completing the Picture and all  claims  and
     rights  with respect to the use, distribution, performance,
     exhibition and exploitation of the Picture, and  any  music
     contained  therein  and  any other  payments  of  any  kind
     required to be made in respect, or as a result, of any  use
     of  the  Picture; (ix) AFL owns and controls,  or  will  by
     delivery   ,   without  any  limitations  or   restrictions
     whatsoever,     all     motion     picture     performance,
     synchronization,  mechanical license and all  other  rights
     granted  hereunder in and to the Picture and all subsidiary
     rights  embodied  therein and has  obtained  all  necessary
     licenses   required   for   the  exhibition,   performance,
     duplication,  distribution, marketing and  exploitation  of
     the  Picture  hereunder  ( including  the  music  contained
     therein) throughout the Territory and during the Term,  for
     any and all purposes licensed hereunder and by every means,
     method  and  device now or hereafter known or required  for
     the full, complete and unlimited exercise and enjoyment  by
     each  licensee of FAME of each and all of the rights herein
     granted  to  it;  and, (x) AFL agrees that  it  shall  upon
     request,  furnish  FAME with copies of all  agreements  and
     documents   upon   which   any  of   the   warranties   and
     representations referred to herein are based.

     (d)   FAME represents and warrants to AFL and covenants, as
     follows: (a) There are no existing or threatened claims  or
     litigation  which would adversely affect or  impair  FAME's
     ability to completely perform under this Agreement; (b)  In
     exercising  the  rights set forth herein,  FAME  shall  not
     alter  or delete any logo or trademark or copyright  notice
     appearing on




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<PAGE>


     the Picture; ( d) FAME will not exploit any reserved rights or any
     other  rights not specifically licensed to FAME in this Agreement,
     nor  will FAME exhibit or undertake any action which might  impair
     AFL's rights in and to the Picture or underlying properties.

     (e)  Notwithstanding anything contained herein  to  the  contrary,
     both parties shall be excused from any delay in performance hereof
     for  the  period  such delay is caused by any extraordinary  cause
     beyond  its  control, such as fire, earthquake,  flood,  epidemic,
     accident, explosion, casualty, strike, lockout, labor controversy,
     riot, civil disturbance, act of public  enemy, embargo,  war,  act
     of God, governmental ordinance  or  law,  the issuance of any
     executive or judicial order, any failure or  delay in respect to
     the electrical or sound equipment  or  apparatus,  or by any
     laboratory, any failure, without fault, to obtain material,
     transportation, power,  or  any other  essential thing required in
     the conduct of its business or any similar causes.  Each party
     shall use reasonable diligence to avoid such delay or default and
     to resume performance under this Agreement as promptly as possible
     after such delay.

     (f)   AFL  may,  after Delivery is complete, assign,  transfer  or
     sublicense  any of its rights under this Agreement,  but  no  such
     assignment,  transfer  or  sublicense  will  relieve  AFL  of  its
     obligations  under  this  Agreement, unless  to  an  entity  which
     acquires all or substantially all of AFL ' s assets or to a single
     film  production  entity  owned  or  controlled  by  AFL  or   its
     principal. FAME may assign the Agreement or any of its obligations
     hereunder.

     (g)  In connection with the indemnities provided above, each party
     agrees  that,  upon  receipt  or  presentation  of  any  claim  or
     notification  of  the institution of any action  with  respect  to
     which indemnification might be required hereunder, such party will
     promptly  notify the other party in writing thereof. With  respect
     to  any such indemnification, the indemnitor shall have the  right
     to  control  the  course  and conduct of such  defense.  Any  such
     indemnitee shall have the right, in its discretion and at its sole
     expense, to retain independent counsel and to participate  in  any
     such  defense.  If  an  indemnitor fails to  promptly  assume  the
     defense  of any claim, the indemnitee may do so and the indemnitor
     shall promptly reimburse the indemnitee for all costs and expenses
     (including  but  not  limited  to  outside  attorneys'  fees   and
     disbursements)  incurred  in  connection  therewith  as  such  are
     incurred;  in  such  case  the  indemnitee  shall  not  settle  or
     compromise  any claim without the consent of the indemnitor,  such
     consent not to be unreasonably withheld except in the case  of  an
     adverse  arbitration award that has not been  paid  within  Thirty
     (30) days of receipt.

     (h)     If  FAME  shall  fail  to  perform  any  of  its  material
     obligations  hereunder,  or  if  either  party  shall  breach  any
     material  representation, warranty or agreement contained  herein,
     AFL's remedy shall be limited to an action for damages, and in  no
     event  shall  the  other  parties have  any  right  whatsoever  to
     terminate or rescind this Agreement, interfere in any way with the
     distribution of the Picture and/or seek to enjoin the distribution
     and exploitation of the Picture, nor shall the Rights acquired  by
     FAME under this Agreement be subject to revocation.

     (i)    AFL will arrange for FAME to have, prior to delivery of the
     Picture,  and shall thereafter maintain for a period of  at  least
     five (5) years from delivery so-called "Errors and




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<PAGE>


     Omissions" policy of insurance with respect to the Picture, in  form
     and  coverage to FAME's reasonable satisfaction, naming FAME and AFL
     as additional insureds.

     (k)  All covenants, representations, and warranties contained herein
     shall  be  true  and  correct at the time of the execution  of  this
     Agreement and shall be deemed continuing.

     (l)  Unless and until the parties enter into a more formal long-form
     agreement,  if  ever,  this  Agreement shall  constitute  a  binding
     agreement  between  the  parties,  shall  supersede  any  prior   or
     contemporaneous agreements, and may not be waived or amended, except
     by a written instrument signed by both parties.

     (m) This Agreement shall be construed in accordance with the laws of
     the  State of California applicable to agreements executed and fully
     performed herein and may be signed in counterparts.

     (N) FAME shall have no obligation to fund the Picture until FAME has
     approved   the   budget  production  schedules  (including   without
     limitations) start date and cash flow schedules.

14.  Notices:   All notices shall be in writing and shall  be sent to the
     parties at the following:

     If to FAME:                          If to AFL:

     Film and Music Entertainment, Inc.   Attica Films Limited
     5670 Wilshire Boulevard              Coppergate House
     Suite 1690                           16 Brune Street
     Los Angeles, CA 90036                London E17NJ
     Fax No.: (323) 904.5201:             Fax No.: 011 44 207 953 8361

     With a courtesy copy to:

     Robert L. Oppenheim
     2300 S. Sepulveda Boulevard
     Los Angeles, CA 90064

15.  If either party shall be determined that the other is in breach
     of a material obligation hereunder, it shall give written notice to
     such  other party and the offending party shall have a period of
     Thirty (30) days to cure any such breach (such cure period shall be
     Ten  (10) business  days in regard to breaches that  claim  only a
     failure to pay money). In the event the offending party  does  not
     cure such breach within such time, the; noticing party shall have
     the right to terminate this agreement.

16. If FAME furnishes any of its own facilities, materials, services
or equipment, then the





(initials)                                                         (sig.)


<PAGE>


best available rate shall apply, similarly, Fame shall endeavor to use
reasonable  good  faith efforts to obtain best pricing  for  all  such
print materials.

17.  FAME  will  have  the first opportunity to  finance  any  Picture
produced by AFL or its principal owners and/or any of its subsidiaries
or  affiliates  for a of Three (3) years after the initial  commercial
release  of  the Picture The terms for such funding shall be  no  less
favorable  to FAME than the terms for the current Picture.  Once  this
Agreement  is finalized it will be used as a template for  any  future
Picture financed by FAME in connection with the first look right.

18.  AFL  and  FAME shall have mutual approval of any  and  all  press
releases  pertaining to their relationship. FAME shall use good  faith
efforts  to obtain AFL's prior approval of any press releases relating
to  the production or distribution of the Picture. However, if AFL  is
not  available  to  approve or disapprove such  press  release  within
Twenty  F our (24) hours after its submission, such release shall,  as
it  pertains  to  the Picture as opposed to this Agreement,  shall  be
deemed approved.

This  Agreement  constitutes  the entire understanding  and  agreement
between  the  parties with reference to the subject  matter  contained
herein  and  supersedes all prior agreements, written  or  oral.  This
Agreement  may  not  be  modified or amended except  by  a  subsequent
agreement in writing signed by both parties. If any provision of  this
Agreement  shall  be found to be invalid or unenforceable,  then  such
event  or  action shall not invalidate or in any other way affect  the
enforceability  of this agreement or any other provision  hereof.  The
rights  and  remedies  of either party shall  be  cumulative  and  the
exercise  by  either party of its rights under any provision  of  this
Agreement or its rights under the law shall not be deemed an  election
of remedies. The waiver by any party of any of the terms or provisions
of  this Agreement shall not be deemed a permanent waiver nor a waiver
of  any  other  provision hereof. This Agreement may  be  executed  in
counterparts.


                                        ATTICA FILMS LIMITED
                                        ("AFL")

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


FILM AND MUSIC ENTERTAINMENT
("FAME"

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



<PAGE>



                              EXHIBIT A
                              ---------

                      SCHEDULE OF DELIVERY ITEMS
                      --------------------------

AFL  shall  provide FAME with appropriate access or access letters  to
all  items  reasonably necessary for Artist-View to make  delivery  of
each of the Film(s) as well as to service FAME/licensees, including

1    COMPOSITE ELEMENTS
-    35mm  Final Answer Print -"IF AVAILABLE" Digital Component  NTSC
     Video Master Digital Component PAL Video Master
-    16:9  Format NTSC Video Master -"IF AVAILABLE" 16:9  Formal  PAL
     Video Master -"IF AVAILABLE" 35mm Lo-Con Prlnt- "IF AVAILABLE"

2    PICTURE ELEMENTS
-    35mm Original Negative -"IF A V AILABLE"
-    35mm  Inter-positive (IIP) (As required)  -"IF  AVAILABLE"  35mm
     Inter-negative (IIN) -"IF AVAILABLE"
-    35mm Textless Background Negative -"IF AVAILABLE"
-    35mm Textless Background Inter-positive (IP) -"IF AVAILABLE"

3    SOUND ELEMENTS
-    35mm Optical Sound track -..IF AVAILABLE"
-    35mm Magnetic Sound track Master. "IF AVAILABLE"
-    35mm Magnetic Sound track Music Master and Effects (M & E) Master
-    "IF AVAILABLE" DA88 Stereo Comp. (Full Mix)
-    DA88 Stereo. Fully Foleyed Music and Effects Dolby or THX License

4    DOCUMENTATION
-    Lab Access Letter or Letters
-    Certificate of Origin (notarized) Chain of Title
-    Title Report
-    Motion Picture Copyright Certificate
-    Errors and Omissions (E&O) Insurance Certificate -"When required"
-    Rating  Certificate  or Certificates (As  shall  be  obtained  In
     accordance with Owner's requirements) AFL's Statement  of  Credit
     Obligations
-    AFL's Statement of Guild Obligations -"If Applicable" AFL's List
     of Persons Rendering Services -
-    AFL's Statement of Budget and Final Top Sheet -
-    Dialogue/Continuity Script (Produced by the Distribution Company)
     Final Shooting Script - Music Licenses
-    Stock Footage Licenses -"If Applicable" MPAA Rating Certificate

5    MARKETING / PUBLICITY
-    Unit Photography (100 color slides minimum)
-    Publicity Materials (As available)
     (g)  2000- 8 '/2 x 11 four color Sell Sheets with synopsis/photos
          on back -" As Outlined in Par. 5(c)"
     (a)  30  x 40 four color Mounted Poster -" As -Outlined in  Par.
          5(c)" (a) Betacam NTSC Sales Trailer -" As Outlined in Par. 5(c)"
     (a)  4  x 5 Textless Transparency of Key Art -" As Outlined  in
          Par. 5(c)"
     (a)  300 VHS screening cassettes of the trailer and feature with
          visible timecode -" As Outlined in Par.5(c)"

6    FILM TRAILER ELEMENTS
-    Trailer  Dialogue/Continuity list (Produced by  the  Distribution
     Company) -" As Outlined in Par. 5(c)"
-    Trailer  DA88/35mm (Same as for Feature) --" As Outlined in  Par.
     5(c)"
-    Trailer  Digital  NTSC  Video Master (with releasable  music  and
     clearances) -"As Outlined in Par. 5(c)"
-    Trailer  Digital  PAL  Video Master (with  releasable  music  and
     clearances) -" As Outlined in Par. 5(c)"
-    35mm Negative Trims (As requested)









(initials)                                                      (sig.)


<PAGE>


                             COPYRIGHT
                     MORTGAGE AND ASSIGNMENT

     KNOW  ALL  MEN BY THESE PRESENTS that for good and  valuable
consideration,  receipt  of  which is  hereby  acknowledged,  the
undersigned, Attica Films Limited (the "Mortgagor"), does  hereby
mortgage, assign, grant, convey and transfer for security to Fame
and  Music  Entertainment, Inc. ("Mortgagee") and its  successors
and  assigns,  throughout  the universe  in  perpetuity,  all  of
Mortgagor's  right, title and interest of every kind and  nature,
without  limitation,  in  and to all copyrights  and  rights  and
interests  of  every  kind  or nature  in  copyrights  and  works
protectable by copyright, whether now owned or hereafter  created
or  acquired,  and  all  renewals  and  extensions  thereof,  all
accounts  receivable related thereto and all other cash and  non-
cash  proceeds  therefrom,  including, without  limitation,  such
rights  in  that  certain  motion  picture  screenplay  currently
entitled  "Played"  (the "Collateral") as well  as  any  and  all
motion pictures produced based on the Collateral.

     Mortgagor  agrees  that if any person, firm  of  corporation
shall  do  or  perform any acts which the Mortgagee  believes  to
constitute   a  copyright  infringement  of  the  Collateral   or
constitute a plagiarism, or violate or infringe any rights of the
Mortgagor  or  the Mortgagee therein or if any  person,  firm  or
corporation  shall  do or perform any acts  which  the  Mortgagee
believes  to constitute an unauthorized or unlawful distribution,
exhibition,  or  use  thereof, then and in any  such  event,  the
Mortgagee  may  and shall have the right to take such  steps  and
institute  such  suits or proceedings as the Mortgagee  may  deem
advisable  or necessary to prevent such acts and conduct  and  to
secure  damages  and  other  relief by  reason  thereof,  and  to
generally  take  such steps as may be advisable or  necessary  or
proper for the full protection of the rights of the parties.  The
Mortgagee  may  take  such  steps  or  institute  such  suits  or
proceedings  in  its  own name or in the  names  of  the  parties
jointly.

     Mortgagor  hereby irrevocably constitutes and  appoints  the
Mortgagee  its lawful attorney-in-fact to do all acts and  things
permitted or contemplated by the terms hereof and pursuant to the
Loan Agreement referred to below. Without limiting the generality
of   the  foregoing,  the  aforesaid  conveyance  and  assignment
includes  all  prior  choses-in-action, at  law,  in  equity  and
otherwise, the right to recover all damages and other  sums,  and
the  right to other relief allowed or awarded at law, in  equity,
by statute or otherwise.









FAME copyright mortgage


<PAGE>


     Mortgagor and Mortgagee have entered into that  certain
Finance   Agreement  dated  as  of  April  15,   2005   (the
"Agreement"), relating to the Collateral and this  Copyright
Mortgage  and  Assignment is expressly made subject  to  the
terms and conditions contained in said Loan Agreement, as it
may    be   amended,   amended   and   restated,   modified,
supplemented, renewed or replaced. Upon payment of the  sums
due  under  the  Agreement all rights granted  to  Mortgagee
hereunder shall terminate, and promptly thereafter Mortgagee
shall  file  a  termination of this Copyright  Mortgage  and
Assignment  with  the  US Copyright  Office  and  any  other
governmental  body  in  which this  Copyright  Mortgage  and
Assignment has been filed or recorded.

                               Mortgagor
                               Attica Films Limited



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


Executed  in  County  of Los Angeles, State  of  California,
April 27, 2005





















FAME copyright mortgage



<PAGE>