ASSIGNMENT AND ASSUMPTION AGREEMENT
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     ASSIGNMENT  AND  ASSUMPTION AGREEMENT dated this 30th day of November, 2000
between  True Fiction, Inc. ("Assignor") and Magellan Filmed Entertainment, Inc.
("Assignee").

     WHEREAS:

     A.  Assignor  has  sold  its  8%  Series  A Senior Subordinated Convertible
Redeemable  Debentures  to  Louvre Investors LLC, Yellow Stream Company LLC, and
Carlsbad  Capital  LLC having an aggregate original principal face amount of One
Million  United  States  dollars  $1,000,000  (singly,  a  "Debenture,"  and
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collectively,  the  "Debentures");  and
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     B.  Assignee  has  merged  with  Assignor  pursuant  to a November 22, 2000
Agreement  and  Plan  of  Merger ("Agreement"), and Assignor has become a wholly
owned  subsidiary  of  Assignee;  and

     C.  Assignor  wishes  to  assign the Debentures to Assignee and Assignee is
willing  to  assume  the  obligations of the Debentures in exchange for valuable
consideration  set  forth  in  the  Agreement.

     NOW  THEREFORE,  it is agreed that Assignor shall assign and Assignee shall
irrevocably  and unconditionally assume all of the conditions and obligations of
a  certain  Securities  Subscription  Agreement and Debentures, each dated as of
November  30,  2000,  as if Assignee has entered into and undertaken all of such
obligations  at  the  time  these  instruments were given, and shall render full
performance  under  such  instruments  in  the  place  and  stead  of  Assignor.


TRUE  FICTION,  INC.                    MAGELLAN  FILMED  ENTERTAINMENT,  INC.
(Assignor)                             (Assignee)



By:  S/Michel  Shane                    By:  S/  Patrick  F.  Charles
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