[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, ("Company") and RED
GIANTS PRODUCTIONS, INC. (herein called "Lender") whose address is
5670 Wilshire Boulevard, Suite 1690, Los Angeles, California 90036,
as follows:

1. Reference is hereby made to that certain Employment Agreement
dated as of May 23,2003 in connection with the services of Executive
in relation to the management of Company, a copy of which is attached
hereto as Exhibit " A " and hereby made a part hereof (the "
Agreement"). Company and Lender hereby agree that the Agreement shall
be deemed amended by agreeing that the services of Executive are to
be provided by Lender rather than being performed under direct
employment of Executive by Company. All provisions of the Agreement
shall be deemed included as part of this agreement as though fully
set forth herein; it being understood however, that:

(a) wherever reference is made in the Agreement to payments to
Executive, such reference shall be deemed to refer to payments to
Lender.

(b) all rights granted by Executive under the Agreement shall be
deemed granted hereunder by Lender as well, and all warranties,
agreements, duties, liabilities, obligations and indemnifications
given, made and/or assumed by Executive thereunder shall be deemed
given, made and/or assumed by Lender as well.

(c) the compensation provide in Section 4.1 (a) of the Agreement
shall be One Hundred Four Thousand Dollars ($104,000) per year.

(d) Section 3 shall be amended to provide that Executive shall be
employed as Chief Executive Officer, President and Chairman of the
Board.

2. As compensation in full for the services of Executive to be
furnished by Lender hereunder and for all rights granted and agreed
to be granted herein, Company will pay to Lender directly, without
payroll deductions of any kind whatsoever, except as may be required
by any federal, state or local law, regulation or ordinance, all
monies which may become due and payable to Executive pursuant to the
Agreement as, when and to the extent such payments become payable.

3. The parties hereto are entering into this agreement as independent
contractors, and no partnership or joint venture or other association
shall be deemed created by this agreement. Lender will have the
entire responsibility of employer of Executive and will discharge all
of the obligations of employer under any federal, state or local
laws, regulations or order now or hereafter in force, including, but
not limited to, those relating to taxes, unemployment compensation or
insurance, social security, worker's compensation, disability
pensions, tax withholding and including the filing of all returns and
reports required of employer and the


                                  1




payment of all taxes, assessments and contributions and other
sums required of employer. Lender will deduct and withhold from
the consideration payable by Lender to Executive all amounts
required to be deducted and withheld under employment agreements
under the provisions of any statute, regulation, ordinance or
order requiring the withholding or deduction of compensation.
Further, it is agreed that Company will pay directly to the
applicable guild all employer's contributions to the appropriate
union pension and welfare plans required by reason of the
services rendered hereunder by Executive.

4. Lender warrants that Executive is under an exclusive services
contract with Lender and will continue to be throughout the term
of this agreement; that Lender has and will have the right to
furnish Executive's services to Company hereunder for the term of
this agreement; and that Lender has and will have the right to
grant all rights of whatsoever nature in and to the results and
proceeds of such services. The warranties and indemnities set
forth herein are in addition to, and not in limitation of, those
contained in the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this
agreement on the day and year first above written.

Film and Music Entertainment, Inc.



By:    /s/ Lawrence S. Lotman
   ----------------------------------
Its: Director/Secretary, V.P. Finance



Red Giants Productions, Inc.


By:   /s/
   ----------------------------------
Its: Secretary





                          INDUCEMENT LETTER


Dated: As of July 1, 2004

FILM AND MUSIC ENTERTAINMENT, INC.

5670 Wilshire Blvd., Suite 1690
Los Angeles, California 90036, USA,


Gentlemen:

As an inducement to you to enter into this Loan out Agreement
executed concurrently herewith between Red Giant Productions, Inc.
(herein called "Lender") and you with respect to my services as an
Executive I represent, warrant and agree as follows:

Lender is now, and will be at all times during the term of said
loanout contract and at all other times when my services may be
rendered or required thereunder, authorized to furnish my services
to you as therein provided; and if for any reason my employment
contract with Lender should expire or be terminated before the
completion of my services under said loanout contract, I will keep
and perform all of the terms and conditions thereof, as though I
were a party to said loanout contract and had executed it in place
of Lender;

1. That I will keep and perform all of the terms and conditions of
said loanout contract and will perform my services for you during
the term thereof, and at all other times when my services may be
rendered or required thereunder, in the capacities therein
specified, conscientiously and to the best of my ability;

2. That I will look solely to Lender for all compensation for my
services under said loanout contract and you shall have no
obligation to compensate me for any services to be performed by me
or for any rights granted to you thereunder.

3. That I hereby confirm and join in the grant to you of all rights
under said loanout contract, including, but not limited to, all
rights granted in and to the results and proceeds of my services and
the right to use my name and likeness as set forth therein, whether
or not my employment by Lender should expire or be terminated;

4. That all notices served on Lender in accordance with the
provisions of said loanout contract shall be deemed to be notices to
me of the contents hereof; and

5. That I shall indemnify and hold you harmless from and against all
liabilities,





penalties, losses or expenses, including reasonable attorneys'
fees imposed upon, sustained or incurred by you by reason of your
failure to deduct or withhold from the compensation payable to
Lender under said loanout contract any amounts required to be
deducted or withheld by you under the provisions of any now or
hereafter existing law, regulation or collective bargaining
agreement.


     Very truly yours,


     /s/John Daly
     ----------------------------
     John Daly