EXHIBIT 10.1.33] ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and entered into as of January 29, 2004, by and between Film and Miracle Entertainment, a wholly owned subsidiary of FAME, Inc....Assignment and Assumption Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.24] [LOGO] CELEBRATION January 25, 2005 Jane Carolan Sales & Marketing Coordinator A V Pictures, Ltd Caparo House l03 Baker Street 2nd Floor London Wl U 6LN Dear Jane, Enclosed please find two executed copies of the Short Form Sales...Agreement • August 4th, 2005 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production
SECTION 3 Representations and Warranties of the CompanyStock Purchase Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
WITNESSETH ----------License Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.26] FINANCING, CO-PRODUCTION & DISTRIBUTION AGREEMENTDistribution Agreement • August 4th, 2005 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.16] FILM AND MUSIC ENTERTAINMENT, INC. FAME/MANAGEMENT VOTING TRUST AGREEMENT THIS AGREEMENT dated as of October 31, 2003 by and entered into among Film and Music Entertainment, Inc., ("FAME") a Nevada corporation (herein called the...Trust Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
Exhibit 10.2.9] EMPLOYMENT AGREEMENT -------------------- This Employment Agreement (" Agreement") is entered into as of May 23, 2003, between Michael Criscione ("Employee"), 1168 Twin Canyon Lane, Diamond Bar, California 91765, and Film and Music...Employment Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
TERM SHEETTerm Sheet • August 4th, 2005 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.10] SHORT FORM ASSIGNMENT For good and valuable consideration, receipt of which Is hereby acknowledged. and in consideration of the mutual covenants and agreements herein set forth, the undersigned, Aryan Couple International BVl...Film & Music Entertainment, Inc. • August 4th, 2005 • Services-motion picture & video tape production
For good and valuable consideration, receipt of which Is hereby acknowledged. and in consideration of the mutual covenants and agreements herein set forth, the undersigned, Aryan Couple International BVl ("Assignor"), hereby assigns and transfers to Celebration International Pictures Limited (BVI) ("Assignee',), and its representatives, successors, and assigns, all of Assignor's right, title, and interest in and to the motion picture presently entitled "Aryan Couple" (the "Picture"), including, without limitation, all copyrights and all rights of copyright in and to the Picture and all of Assignors lights in and to any and 8)1 agreements, assignments, licenses and other instruments and documents of whatever kind and nature, including without limitation, the agreements referred to in Schedule A attached hereto and any and all other distribution agreements in all media throughout the world heretofore or hereafter made or executed which transfer rights In or to the Picture.
EXHIBIT 10.1.12] EXHIBIT "A" PERVASYS, INC. SATISH PATEL VOTING TRUST AGREEMENT THIS AGREEMENT dated as of May 21, 2003 by and entered into among Pervasys, Inc. USA, Inc., a Nevada corporation (herein called the "Grantor"), Lance Bogart, with a...Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.2.7] EMPLOYMENT AGREEMENT -------------------- This Employment Agreement ("Agreement") is entered into as of May 23, 2003, between Michael Meyer ("Employee"), 2029 Century Park East. Los Angeles, California 90048, and Film and Music...Employment Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.1.9] FILM AND MUSIC ENTERTAINMENT, INC. FAME/JOHN DALY VOTING TRUST #3 AGREEMENT THIS AGREEMENT dated as of October 31, 2003 by and entered into among Film and Music Entertainment, Inc., ("FAME") a Nevada corporation (herein called the...Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.2.1] EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of May 23, 2003, between John Daly ("Employee"), 5670 Wilshire Boulevard, Suite 1620, Los Angeles, California 90036, and Film and Music Entertainment, Inc....Employment Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT "B"Non-Qualified Stock Option Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.17] SUBLEASE OF REAL PROPERTY TENANCY 5670 WILSHIRE BOULEVARD, SUITE 1690 LOS ANGELES, CALIFORNIA 90036 This Agreement to sublet a real property interest in tenancy is made this 28th day of October 2003 by and between Miracle...Film & Music Entertainment, Inc. • February 14th, 2005 • California
Exhibit 10.2.8] EMPLOYEE LOANOUT AGREEMENT -------------------------- AGREEMENT made as of this lst day of July, 2004 by and between FILM AND MUSIC ENTERTAINMENT , INC. ("Company"), 5670 Wilshire Blvd., Suite 1690, Los Angeles, California 90036, USA,...Employee Loanout Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.34] OPTION AND ACQUISITION AGREEMENT AGREEMENT dated as of December 12, 2005, by and between Mark Clausen and Gina Davidson located at 6404 Hollywood Blvd. #420, LA 90028 (collectively "Owner") and Blood and Bones Productions, Inc. a...Option and Acquisition Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.2.4] EXHIBIT "B" NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made and entered into as of the 23rd day of May, 2003, by and between Film and Music Entertainment, Inc., a Nevada Corporation (hereinafter "Company" or "Employer") and...Non-Qualified Stock Option Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.1.22] FINANCING, PRODUCTION AND DISTRIBUTION AGREEMENT "Tournament of Dreams" Dated: As of July 25,2003 This Financing, Production and Distribution Agreement (this "Agreement") is entered into between CMX PRODUCTIONS, INC. ("CMX") and...Production and Distribution Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.1.30] PROPERTY OPTION AND ACQUISITION AGREEMENT This agreement made on September 22, 2005 by and between Molto Crescendo Ltd and Beryl Jane Hawking (hereinafter referred to as "Owner") and Celebration Productions, Inc. (hereinafter referred...Option and Acquisition Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.5] EXHIBIT "A" PERVASYS, INC. JOHN DALY VOTING TRUST AGREEMENT THIS AGREEMENT dated as of May 21, 2003 by and entered into among Pervasys, Inc. USA, Inc., a Nevada corporation (herein called the "Grantor"), Lance Bogart, with a principal...Daly Voting Trust Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.2] STOCK PURCHASE AGREEMENT This agreement is entered into this 21st day of May, 2003, by and between Film And Music Entertainment, Inc., ("FAME} a Nevada Corporation. formerly known as PERVASYS, INC. ("PVYS"), 0n the one hand, and East...Stock Purchase Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
August 15, 2005Film & Music Entertainment, Inc. • February 6th, 2006 • Services-motion picture & video tape production
EXHIBIT 10.1.11] LITERARY PURCHASE AGREEMENT --------------------------- This Agreement ("Agreement") is made as of December 22, 2003, by and between Mark C. Thomas ("Owner") and Film And Miracle Entertainment, Inc., a California Corporation...Literary Purchase Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.19] GLOBAL SETTLEMENT AGREEMENT THIS Agreement made and entered into this 12th day of May, 2004 by and between John Daly ("Daly"), Timothy Shiner ("Tim"), Film and Music Entertainment, Inc. ("Fame"), Red Giants Productions, Inc. ("Red...Global Settlement Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.28] OPTION AND ACQUISITION AGREEMENT "Libertad" (aka Heroes of the Third World War) AGREEMENT dated as of December 20, 2004, by and between Allied Capital Corporation (formerly Katherine Smalley Productions Inc and Katherine Smalley...Option and Acquisition Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.32] FINANCING, CO-PRODUCTION & DISTRIBUTION AGREEMENTDistribution Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.23] LONG FORM SALES AGREEMENT A license agreement ("Agreement") made this 12th day of November, 2002, between Endevour, Holdings Corp. (hereinafter referred to as "Licensor") and Miracle Film Distribution, Inc. (hereinafter referred to as...Sales Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.2.2] EXHIBIT "B" ----------- NON-OUALIFIED STOCK OPTION AGREEMENT ------------------------------------ THIS AGREEMENT, made and entered into as of the 23rd day of May, 2003, by and between Film and Music Entertainment, Inc., a Nevada...Non-Oualified Stock Option Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
EXHIBIT 10.1.29] EXCLUSIVE FINDER'S AGREEMENT This Exclusive Finder's Agreement (this "Agreement") is made as of August 8, 2005, between, Film And Music Entertainment, Inc., a Nevada corporation (the "Company"), and The Shemano Group, Inc., a...'S Agreement • February 6th, 2006 • Film & Music Entertainment, Inc. • Services-motion picture & video tape production • California
EXHIBIT 10.1.1] STOCK PURCHASE AGREEMENT This agreement is xentered into this 21st day of May, 2003, by and between Film And Music Entertainment, loc., ("FAME") a Nevada corporation, formerly known as PERVASYS, INC. ("PVYS"), on the one hand, and the...Stock Purchase Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
EXHIBIT 10.1.18] AGREEMENT This writing sets forth the economic terms of an agreement entered into as of this 27th day of October, 2003, by and between Film And Music Entertainment, Inc., ("FAME") a Nevada corporation, and Michael Criscione and...Agreement • February 14th, 2005 • Film & Music Entertainment, Inc.
This writing sets forth the economic terms of an agreement entered into as of this 27th day of October, 2003, by and between Film And Music Entertainment, Inc., ("FAME") a Nevada corporation, and Michael Criscione and Michael Meyer ("Contractors') on the other hand, with respect to writing, producing and directing services of Contractors in connection with collateralized pictures (i.e., Hollywood Dream Camp, Gem Scam and Roses In the Rain; the "Collateralized Pictures") and other pictures (i.e., Red Giants and other pictures being financed by MPI/MFD/MEMI without collateralization; the "Other Pictures").
AGREEMENTAgreement • February 14th, 2005 • Film & Music Entertainment, Inc. • Nevada
EXHIBIT 10.1.10] SHORT FORM ASSIGNMENT For good and valuable consideration, receipt of which is hereby acknowledged, and in consideration of the mutual covenants and agreements herein set forth, the undersigned, Aryan Couple International BVI...Financing and Production Services Agreement • February 14th, 2005 • Film & Music Entertainment, Inc. • California
