[EXHIBIT 10.1.26]

                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.d.  tapes (the "Existing
Footage") and desire to shoot additional footage on mini dvd, 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 Jones. 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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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 MPAA rating no more  than
restrictive than R. FAME shall have the right of final cut if
required by a 3rd 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 FAME 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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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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     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 AFL'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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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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     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 icensee 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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     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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     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





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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 Four (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
    ----------------------------



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                              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>