JUNE 7, 2005

Mr. Joseph Forti
Senior Assistant Chief Accountant Securities and Exchange
Commission 450 Fifth Street, N.W.
Washington, DC 20549-0305

Re: Gener8xion Entertainment, Inc.
    Letter of May 25, 2005
    Commission File Number: 000-15382

Dear Mr. Forti:

The following is in response to the comment in your above referenced letter.

The negotiations with Mr. Crouch were for the distribution and other rights
which the Company would obtain in exchange for the total number of shares to be
issued. Upon completion of the negotiations it was agreed that 8,800,000 shares
would be issued. The separate agreements disclosed in Note 7 of our referenced
Form 10-KSB was to meet the request of Mr. Crouch and were not part of the
negotiation process. The above disclosure deals with matter of the form of the
agreements, but does not alter the intent of the parties as discussed in the
first sentence.

Included herein are copies of the applicable agreements and their location as
filed on EDGAR. Please note that these agreements were filed on November 23,
2004 with the 8K as exhibits.

We understand that the Company is responsible for the adequacy and accuracy of
the disclosure in the filing; staff comments or changes to disclosure in
response to staff comments do not foreclose the Commission from taking any
action with respect to the filing; and the Company may not assert staff comments
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Very truly yours,

Marilyn Beaubien
Chief Financial Officer


=========================================================================



                            ASSET PURCHASE AGREEMENT

                                  by and among

                             CDMI PRODUCTIONS, INC.
                             a New York corporation

                                       and

                        MATTHEW CROUCH and LAURIE CROUCH

                          Dated as of November 18, 2004




=========================================================================








                            ASSET PURCHASE AGREEMENT

         This ASSET PURCHASE AGREEMENT is entered into effective as of November
18, 2004 (the "Effective Date") by and among CDMI PRODUCTIONS, INC., a New York
corporation ("CDMP"), and MATTHEW CROUCH, a resident of the state of California
("M. Crouch"), and LAURIE CROUCH a resident of the state of California ("L.
Crouch") (M. Crouch and L. Crouch each a "Seller" and together, the "Sellers").

                                    RECITALS

         WHEREAS, the Sellers are engaged in the business of developing,
marketing, and distributing movies and related products.

         WHEREAS, Pursuant to the terms and conditions of this Agreement, the
Sellers wish to sell to CDMP, and CDMP desires to purchase from the Sellers
certain assets related to the movie industry.


                                    AGREEMENT

         The parties to this Agreement, intending to be legally bound, agree as
follows:

1. SALE OF ASSETS; RELATED TRANSACTIONS.

         1.1 PURCHASE AND SALE. Subject to the terms and conditions contained
herein, CDMP agrees to buy and the Sellers agree to sell those certain tangible
and intangible assets, contracts, rights, and properties, including without
limitation related Intellectual Property Rights (as defined below), all as more
particularly described in Exhibit A to this Agreement (collectively, the
"Assets").

         1.2 ASSIGNMENT OF CONTRACTS. Other than as set forth in Exhibit B to
this Agreement, to the best of each of the Sellers' knowledge, there are no
contracts directly related to the Assets (collectively, the "Contracts"). The
Sellers agree to assign all of their rights in such Contracts, if any, to CDMP.
The Sellers shall give all such assistance to CDMP as CDMP reasonably requests
to enable CDMP to enjoy the benefit of such Contracts. If consents to the
transfer or assignment of such Contracts from third parties are required or in
CDMP's reasonable opinion desirable and such consents have not already been
obtained, the Sellers will use their best efforts to obtain such consents prior
to the Closing Date.

         1.3 COMPLETE TRANSFER. Sellers expressly agree that the sale of the
Assets under this Agreement constitutes a complete transfer of all of their
rights, title and interest with respect to the Assets and that the Sellers
reserve no rights to market or otherwise transfer the Assets.

                1.3.1 NO ASSUMPTION OF LIABILITIES. This Agreement does not
transfer, CDMP does not assume, and CDMP expressly disclaims any and all
liabilities, costs, debts, claims and obligations of the Sellers relating to the
Assets or otherwise. CDMP shall have no obligation with respect to any
obligations of the Sellers arising prior to the Closing Date.

2. PAYMENT.

        2.1 PURCHASE PRICE. The aggregate purchase price for the Assets shall be
2,640,000 shares of CDMP common stock (the "Purchase Price") and shall be issued
and delivered by CDMP to




                                       4



the Sellers (and between the Sellers as communicated to CDMP prior to the
Closing) upon the successful completion of the closing as set forth in Section
3.1.

        2.2 TAXES. The Sellers shall be responsible for any and all sales or
other transaction taxes, duties and other similar charges, if any, payable in
connection with the sale of the Assets or the transactions and payments
contemplated hereby.

3. CLOSING.

        3.1 CLOSING. On the Closing Date, (a) CDMP shall deliver to the Sellers
stock certificates representing 2,640,000 shares of CDMP common stock in the
name of the Sellers (and in such amounts between the Sellers as communicated to
CDMP prior to the Closing) (the "Shares"), and (b) the Sellers shall deliver the
following to CDMP: (i) a bill of sale relating to the Assets in a form
reasonably acceptable to CDMP; (ii) a duly executed assignment of the Contracts
in a form reasonably acceptable to CDMP; and (iii) a duly executed assignment of
the Intellectual Property Rights (as defined in Section 4.3.1) included in the
Assets in a form reasonably acceptable to CDMP.

        3.2 TRANSFER OF ASSETS. On the Closing Date, the Sellers shall deliver
to CDMP at CDMP's premises, or at such other place as the parties to this
Agreement may mutually agree, the Assets (including without limitation, all
film, scripts, and any and all other documentation and information necessary for
developing and exploiting the Assets, which shall be transferred on CD-ROM). The
delivery of the Shares in exchange for the Assets on the Closing Date shall be
the "Closing".

4. REPRESENTATIONS AND WARRANTIES OF Sellers.

        Except as disclosed or excepted in the Sellers' Schedule of Exceptions
(the "Sellers Schedule"), which shall state the specific subsection of this
Section 4 to which each disclosure or exception is made, the Sellers represent
and warrant to CDMP as set forth in this Section 4.

        4.1    TITLE TO ASSETS; INTELLECTUAL PROPERTY.

                4.1.1 GOOD TITLE. The Sellers have good and marketable title in
and to all of the Assets including any patents, patent applications, service
marks, trade names, trademarks, trademark applications, copyrights, copyright
applications, trade secrets, know-how, data or other proprietary or intellectual
property rights included in the Assets (collectively, "Intellectual Property
Rights") and such are not subject to any mortgage, pledge, lien, lease, claim,
encumbrance, charge, security interest, royalty obligations or other interest or
claim of any kind or nature whatsoever. There are no material agreements or
arrangements between the Sellers and any third party which are reasonably likely
to have a material effect upon the Sellers' title to and other rights respecting
the Assets. The Sellers have the sole right to bring actions for infringement of
any Intellectual Property Rights included in the Assets.

                4.1.2 PROTECTION OF OWNERSHIP INTEREST. The Sellers have taken
and will take all reasonable security measures to protect the secrecy,
confidentiality and value of all Intellectual Property Rights transferred in
accordance with this Agreement. The Sellers have not taken any action or, to
their knowledge, failed to take an action that directly or indirectly has caused
the proprietary information contained in the Assets to enter the public domain
or in any way affected its value or the Sellers' absolute and unconditional
ownership thereof. No source code or object code of any




                                       3



Intellectual Property Rights is subject to escrow and such source code has not
been disclosed to any third party.

                4.1.3 NO LIMITATIONS ON ASSETS. With respect to the transfer of
rights in and to the Assets under this Agreement, except as to the Contracts
assigned to CDMP under Section 1.2, CDMP shall be subject to no limitations,
obligations or restrictions with regard to the sale, license, distribution or
other transfer or exploitation of the Assets, whether in the form transferred to
CDMP or after modification, development, editing or revisions. All rights to any
tangible or intangible property material (including, but not limited to, all
Intellectual Property Rights in the Assets) to the Assets and used in the
Sellers' business as presently conducted or currently planned by the Sellers, or
as conducted by any predecessor entity or prior owner of any portion of the
Assets, have been validly transferred to the Sellers free of any adverse claims
by any such predecessor entity, or any partner, limited partner, security holder
or creditor of any such predecessor entity, and no such property rights remain
in any such entity. The Sellers are under no obligation to pay any other party
any royalties or other fixed or contingent amounts based upon the sale, license,
distribution or other use or exploitation of the Assets.

                4.1.4 NO VIOLATION OF THIRD PARTY RIGHTS. To Sellers' knowledge,
the use of the Assets and the Intellectual Property Rights in the Assets in the
conduct of Sellers' business have not and do not infringe or conflict with the
rights of others under any Intellectual Property Rights in any jurisdiction in
the world.

                4.1.5 NO INDEMNITY OBLIGATIONS. The Sellers have not agreed
to indemnify any third party for or against any infringement of any Intellectual
Property Rights.

         4.2 CONFLICTING AGREEMENTS. Neither the execution nor delivery by the
Sellers of this Agreement nor compliance by the Sellers with the terms and
provisions hereof will (a) conflict with, or result in a breach of the terms,
conditions or provisions of, or constitute a default under, or result in any
violation of, any award of any arbitrator or any other agreement, any
regulation, law, judgment, order or the like to which the Sellers are subject or
any Contract, or (b) result in the creation of any lien upon all or any of the
Assets. The Sellers are not a party to, or otherwise subject to any provision
contained in, any instrument evidencing indebtedness, any agreement relating
thereto or any other contract or agreement which restricts or otherwise limits
the transfer of the Assets.

        4.3 LITIGATION. No action, suit, proceeding or investigation is pending
or threatened against the Sellers: (a) which questions the validity of this
Agreement or the right of the Sellers to enter into this Agreement or seeks to
prevent any of the transactions contemplated under this Agreement, (b) which is
reasonably likely to have a material adverse effect on the Assets, (c) which
challenges the ownership or use, in any respect, of the Assets, or (d) which
challenges the rights of the Sellers under or the validity of any of the
Intellectual Property Rights. There is no judgment, decree, injunction, rule or
order of any court, governmental department, commission agency, instrumentality
or arbitrator or other similar ruling outstanding against the Sellers relating
to the Assets or this transaction. No action, suit, proceeding or investigation
is pending or threatened by the Sellers against any third party relating to the
Assets.

        4.4 GOVERNMENTAL AUTHORIZATIONS AND REGULATIONS. The Sellers are not in
violation of any laws, material governmental orders, rules or regulations,
whether federal, state or local, to which the Sellers or the Assets are subject
except for any such violations which are not reasonably likely to have a
material adverse effect on the Assets. The Sellers have prior to the Closing
Date delivered to CDMP a true and correct list of all licenses, franchises,
permits and other



                                       4



governmental authorizations held by the Sellers that are material in connection
with the Sellers' business related to the ownership and use of the Assets.

        4.5 BULK SALES LAWS. The Bulk Sales laws of no state are applicable to
the sale and transfer of the Assets.

        4.6 MATERIAL CONTRACTS, COMMITMENTS, AND PRODUCT WARRANTIES. The Sellers
have supplied CDMP with true and correct copies of all of the Contracts. Except
for terminated agreements, each of the Contracts is valid, binding and in full
force and effect in all material respects and enforceable by the Sellers, in
accordance with its terms. The Sellers are not in default under any of the
Contracts. No party to a Contract has terminated or overtly threatened
termination of any contractual arrangement with the Sellers directly related to
the Assets.

        4.7 MANUFACTURING AND TECHNOLOGY RIGHTS. The Sellers have not granted
rights to publish, produce, assemble, license or sell the Intellectual Property
Rights to any other person and are not bound by any agreement which affects the
Sellers' exclusive right to publish, produce, assemble, license, distribute or
sell the Intellectual Property Rights.

        4.8 TAXES. There are no tax liens against the Assets, and to the
Sellers' knowledge, there is no basis for any such lien.

        4.9 BROKERAGE. There are no claims for brokerage commissions, finders'
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of the
Sellers.

        4.10 FULL DISCLOSURE. This Agreement, the Exhibits and Schedules hereto,
and all other documents delivered by the Sellers to CDMP or their attorneys or
agents in connection herewith or therewith or with the transactions contemplated
hereby or thereby, when taken as a whole, do not contain any untrue statement of
a material fact nor, to the Sellers' knowledge, omit to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

5. REPRESENTATIONS AND WARRANTIES OF CDMP.

                Except as disclosed or excepted in CDMP's Schedule of Exceptions
(the "CDMP Schedule"), which shall state the specific subsection of this Section
4 to which each disclosure or exception is made, CDMP represents and warrants to
the Sellers as set forth in this Section 5.

        5.1 ORGANIZATION AND STANDING. CDMP is a corporation duly organized,
validly existing and in good standing under the laws of New York. CDMP has the
requisite corporate power and authority to carry on its business as it is now
being conducted and is duly qualified or licensed to do business, and is in good
standing, in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary.

        5.2 POWER; AUTHORIZATION. CDMP has all requisite legal power and
authority to enter into and perform this Agreement in accordance with its terms.
The execution and delivery of this Agreement and the transactions contemplated
hereby have been validly and duly authorized by all necessary corporate action
on the part of CDMP and no further authorization or approval, whether from
directors or shareholders of CDMP or governmental bodies or otherwise, is
necessary to enable CDMP to enter into and perform the same; and this Agreement,
when executed and delivered, shall






                                       5



constitute the legal and binding obligation of CDMP, enforceable against CDMP in
accordance with its terms.

        5.3 CAPITALIZATION. CDMP's authorized capital stock consists of (a)
50,000,000 shares of Common Stock, $.01 par value, of which 6,358,750 shares are
issued and outstanding, and (b) 5,000,000 shares of Preferred Stock, $.01 par
value, of which no shares are issued and outstanding. Except as set forth above,
and on Schedule 5.3 hereto, as of the date hereof, there are no options,
warrants, calls, convertible notes, agreements, commitments or other rights
presently outstanding that would obligate CDMP to issue, deliver or sell shares
of its capital stock, or to grant, extend or enter into any such option,
warrant, call, convertible note, agreement, commitment or other right. In
addition to the foregoing, as of the date hereof, CDMP has no bonds, debentures,
notes or other indebtedness issued or outstanding that have voting rights in
CDMP.

        5.4 SHARES VALIDLY ISSUED. When issued in compliance with the provisions
of this Agreement, the Shares will be validly issued, fully paid and
nonassessable, and will be free of any liens, encumbrances or restrictions on
transfer; provided, however, that the Shares may be subject to restrictions on
transfer under state and/or federal securities laws as set forth herein or as
otherwise required by such laws at the time a transfer is proposed.

        5.5 CONFLICTING AGREEMENTS. Neither the execution nor delivery by CDMP
of this Agreement nor compliance by CDMP with the terms and provisions hereof
will conflict with, or result in a breach of (a) the terms, conditions or
provisions of, or constitute a default under, or result in any violation of, the
bylaws or articles of incorporation of CDMP or any agreement to which CDMP is a
party, which would prevent any of the transactions contemplated under this
Agreement, or (b) any regulation, law, judgment, order or the like to which CDMP
is subject, the default or violation of which would prevent any of the
transactions contemplated under this Agreement.

        5.6 LITIGATION. There is no action, suit, proceeding or investigation
pending or threatened against CDMP which questions the validity of this
Agreement or the right of CDMP to enter into this Agreement, seeks to prevent
any of the transactions contemplated under this Agreement, or seeks damages in
excess of $5,000. There is no judgment, decree, injunction, rule or order of any
court, governmental department, commission agency, instrumentality or arbitrator
or other similar ruling outstanding against CDMP.

        5.7 BROKERAGE. There are no claims for brokerage commissions, finders'
fees or similar compensation in connection with the transactions contemplated by
this Agreement based on any arrangement or agreement made by or on behalf of
CDMP.

        5.8 FINANCIAL STATEMENTS. CDMP has delivered to the Sellers (a) its
audited balance sheet as at October 31, 2003 and audited statement of income and
cash flows for the twelve months ending October 31, 2003, and (b) its unaudited
balance sheet as at July 31, 2004 and unaudited statement of income and cash
flows for the nine months ending July 31, 2004 (collectively, the "Financial
Statements"). The Financial Statements, together with the notes thereto, have
been prepared in accordance with generally accepted accounting principles
applied on a consistent basis throughout the periods indicated, except as
disclosed therein, and present fairly the financial condition and position of
CDMP as of the dates thereof; provided, however, that the unaudited financial
statements are subject to normal recurring year end audit adjustments (which are
not expected to be material), and do not contain all footnotes required under
generally accepted accounting principles.



                                       6



        5.9 ABSENCE OF CHANGES. Except as contemplated hereby, since July 31,
2004 a) CDMP has not entered into any transaction that was not in the ordinary
course of business; b) except for sales of services in the ordinary course of
business, there has been no sale, assignment, transfer, mortgage, pledge,
encumbrance or lease of any material asset or property of CDMP; c) there has
been (i) no declaration or payment of a dividend, or any other declaration,
payment or distribution of any type or nature to any shareholder of CDMP in
respect of its stock, whether in cash or property, and (ii) no purchase or
redemption of any share of the capital stock of CDMP; d) there has been no
declaration, payment, or commitment for the payment, by CDMP, of a bonus or
other additional salary, compensation, or benefit to any employee of CDMP that
was not in the ordinary course of business, except for normal year-end bonuses
paid in the ordinary course of business; e) there has been no release,
compromise, waiver or cancellation of any debt to or claim by CDMP, or waiver of
any right of CDMP; f) there have been no capital expenditures in excess of
$10,000 for any single item, or $25,000 in the aggregate; g) there has been no
change in accounting methods or practices or revaluation of any asset of CDMP
(other than all accounts, notes, contracts, and other receivables of CDMP
(collectively, the "CDMP Accounts Receivable") hereof written down in the
ordinary course of business which were less than $10,000 for any single CDMP
Accounts Receivable, or $25,000 in the aggregate); h) there has been no material
damage, or destruction to, or loss of, physical property (whether or not covered
by insurance) adversely affecting the business of CDMP or the operations of
CDMP; i) there has been no loan by CDMP, or guaranty by CDMP of any loan, to any
employee of CDMP; j) CDMP has not ceased to transact business with any customer
that, as of the date of such cessation, represented more than 5% of the annual
gross revenues of CDMP; k) there has been no termination or resignation of any
key employee or officer of CDMP, and to the knowledge of CDMP, no such
termination or resignation is threatened; l) there has been no amendment or
termination of any material oral or written contract, agreement or license
related to the business of CDMP, to which CDMP is a party or by which it is
bound, except in the ordinary course of business, or except as expressly
contemplated hereby; m) CDMP has not failed to satisfy any of its debts,
obligations or liabilities related to the business or the assets of CDMP as the
same become due and owing (except for all material accounts, notes, contracts
and other amounts payable in accordance with past practices and in the ordinary
course of business); n) there has been no agreement or commitment by CDMP to do
any of the foregoing; and o) there has been no other event or condition of any
character pertaining to and materially and adversely affecting the assets,
business or financial condition of CDMP.

        5.10 UNDISCLOSED LIABILITIES. CDMP has no debt, liability or obligation
of any kind, whether accrued, absolute or otherwise, including any liability or
obligation on account of taxes or any governmental charge or penalty, interest
or fine, except a) liabilities incurred in the ordinary course of business after
July 31, 2004, that would not, whether individually or in the aggregate, have a
material adverse impact on the business or financial condition of CDMP; b)
liabilities reflected on the Financial Statements; and c) liabilities incurred
as a result of the transactions contemplated hereby.

        5.11 TITLE TO PROPERTIES. CDMP has good and marketable title to all
tangible property and assets used in the business of CDMP, and good and valid
title to its leasehold interests, in each case, free and clear of any and all
liens.

        5.12 TAXES.

                (a) CDMP has duly and timely filed all federal, state and local
income, franchise, excise, real and personal property and other tax returns and
reports, including extensions, required to have been filed by CDMP on or prior
to the Closing Date. CDMP has duly and timely paid all taxes and other
governmental charges, and all interest and penalties with respect thereto,
required to be paid by CDMP (whether by way of withholding or otherwise) to any
federal, state, local or other taxing





                                       7



authority (except to the extent the same are being contested in good faith, and
adequate reserves therefor have been provided in the Financial Statements). As
of the Closing Date, all deficiencies proposed as a result of any audit have
been paid or settled.

                (b) CDMP is not a party to, or bound by, or otherwise in any way
obligated under, any tax sharing or similar agreement.

        5.13 COMPLIANCE WITH APPLICABLE LAWS. CDMP holds all material permits,
licenses, variances, exemptions, orders and approvals of all governmental
entities necessary to own, lease or operate all of the assets and properties of
CDMP, as appropriate, and to carry on the business of CDMP as now conducted (the
"CDMP Permits"). To the knowledge of CDMP, CDMP is in material compliance with
all applicable laws, ordinances and regulations and the terms of the CDMP
Permits.

        5.14 SEC REPORTS. CDMP has previously made available to the Sellers
(including through the SEC's EDGAR system) true and complete copies of: (a)
CDMP's Annual Report on Form 10-KSB for the year ended October 31, 2003; (b)
CDMP's Quarterly Reports on Form 10-QSB filed with the SEC for the quarters
ended January 31, 2004, April 30, 2004, and July 31, 2004, and any current
reports on Form 8-K filed since October 31, 2003 (individually a "SEC Report"
and collectively, the "SEC Reports"). None of the SEC Reports contain any untrue
statement of a material fact nor, to CDMP's knowledge, omit to state a material
fact necessary in order to make the statements contained therein not misleading.
CDMP has filed reports required by Section 13 or 15(d) of the Securities
Exchange Act of 1934 that it has been required to file since it has been subject
to such filing requirements. CDMP has begun the preparation of its Annual Report
on Form 10-KSB for the year ended October 31, 2004, and to the best of CDMP's
knowledge, there is no reason that it will not be filed in a timely manner.

        5.15 FULL DISCLOSURE. This Agreement, the Exhibits and Schedules hereto,
and all other documents delivered by CDMP to Sellers or their attorneys or
agents in connection herewith or therewith or with the transactions contemplated
hereby or thereby, when taken as a whole, do not contain any untrue statement of
a material fact nor, to CDMP's knowledge, omit to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.

6. CLOSING CONDITIONS OF SELLERS

        Sellers' obligations to sell the Assets are subject to the fulfillment
on or prior to the Closing Date of all of the conditions set forth in this
Section 6. CDMP acknowledges and agrees that Sellers shall not owe CDMP any
amount for a failure of the closing to occur as a result of a closing condition.

        6.1 MATERIAL ADVERSE CHANGE. The Sellers shall be satisfied in their
sole discretion (a) that the representations and warranties made by CDMP in
Section 5 above are true and correct as of the Closing Date, (b) that any
matters included in the Schedules of CDMP which the Sellers' deem to be
unacceptable and which have been specified in writing to CDMP have been remedied
to the Sellers' satisfaction, and (c) with the results of its business,
technical, legal and financial review of the books, records, agreements and
other legal documents and business organization of CDMP.

        6.2 CONSENTS, APPROVALS AND WAIVERS. The Sellers and CDMP shall have
obtained, in a manner satisfactory to the Sellers and their counsel, any and all
approvals, consents, permits and waivers and made all filings necessary or
appropriate for the sale and transfer of the Assets under this Agreement.








                                       8



        6.3 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by CDMP on or prior to the Closing Date shall
have been performed or complied with in all respects.

        6.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in
connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and
form to the Sellers and their counsel, and the Sellers and their counsel shall
have received all such counterpart originals or certified or other copies of
such documents and instruments as they may reasonably request.

      6.5 CERTIFICATES. The appropriate officers of CDMP shall have executed and
delivered to the Sellers at the Closing, CDMP's Closing Certificate,
substantially in the form of Exhibit C hereto and a Secretary's Certificate,
substantially in the form of Exhibit D hereto.

      6.6 GOOD STANDING. The Sellers shall have received a certificate of good
standing for CDMP as certified by the Secretary of State of New York (dated
within 30 days prior to the Closing).

      6.7 NO ACTIONS. No action, proceeding, investigation or legislation shall
have been instituted, threatened or proposed before any court, governmental
agency, or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, arises out of, this Agreement, or
which is related to or arises out of the business or operations of CDMP, if such
action, proceeding, investigation or legislation, in the reasonable judgment of
the Sellers or their counsel, would make it inadvisable to consummate such
transactions. In the event any order, decree or injunction shall have been
issued, each party shall use its reasonable efforts to remove any such order,
decree or injunction.

     6.8 CDMP BOARD APPROVAL. CDMP's Board of Directors shall have approved the
CDMI 2004 Equity Compensation Plan, and shall have recommended its approval to
CDMP's stockholders, and shall have elected M. Crouch to the Board of Directors
of CDMP.

     6.9 OTHER DOCUMENTS. The Sellers shall have received from CDMP such other
documents as the Sellers' counsel shall have reasonably requested, in form and
substance reasonably satisfactory to the Sellers' counsel, including, without
limitation, executed copies by CDMP of the Registration Rights Agreement in
substantially the form attached hereto as Exhibit E (the "Registration Rights
Agreement"), the Employment Agreement in substantially the form attached hereto
as Exhibit F (the "Employment Agreement"), and the Shareholders Agreement in
substantially the form attached hereto as Exhibit G (the "Shareholders
Agreement").

7. CLOSING CONDITIONS OF CDMP. CDMP's obligations to purchase the Assets are
subject to the fulfillment on or prior to the Closing Date of all of the
conditions set forth in this Section 7.

        7.1 SATISFACTORY DUE DILIGENCE; MATERIAL ADVERSE CHANGE. CDMP shall be
satisfied in its sole discretion (a) that the representations and warranties
made by the Sellers in Section 4 above are true and correct as of the Closing
Date, (b) that any matters included in the Schedule which CDMP deems to be
unacceptable and which have been specified in writing to the Sellers have been
remedied to CDMP's satisfaction, and (c) with the results of its business,
technical, legal and financial review of the books, records, agreements and
other legal documents related to the Assets.






                                       9



        7.2 CONSENTS, APPROVALS AND WAIVERS. The Sellers and CDMP shall have
obtained, in a manner satisfactory to CDMP and its counsel, any and all
approvals, consents, permits and waivers and made all filings necessary or
appropriate for the sale and transfer of the Assets under this Agreement.

        7.3 COVENANTS. All covenants, agreements and conditions contained in
this Agreement to be performed by the Sellers on or prior to the Closing Date
shall have been performed or complied with in all respects.

        7.4 PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in
connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and
form to CDMP and its counsel, and CDMP and its counsel shall have received all
such counterpart originals or certified or other copies of such documents and
instruments as they may reasonably request.

       7.5 BILL OF SALE. The Sellers shall have delivered to CDMP a duly
executed bill of sale relating to the Assets in a form reasonably acceptable to
CDMP.

       7.6 ASSIGNMENT OF CONTRACTS. The Sellers shall have delivered to CDMP a
duly executed assignment of the Contracts in a form reasonably acceptable to
CDMP.

       7.7 ASSIGNMENT OF INTELLECTUAL PROPERTY. The Sellers shall have delivered
to CDMP a duly executed assignment of the Intellectual Property Rights.

       7.8 CERTIFICATES. The Sellers shall have executed and delivered to CDMP
the Sellers' Closing Certificate, substantially in the form of Exhibit H hereto.

       7.9 NO ACTIONS. No action, proceeding, investigation or legislation shall
have been instituted, threatened or proposed before any court, governmental
agency, or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, or which is related to, arises out of, this Agreement, or
which is related to or arises out of the business or operations of the Sellers,
if such action, proceeding, investigation or legislation, in the reasonable
judgment of CDMP or its counsel, would make it inadvisable to consummate such
transactions. In the event any order, decree or injunction shall have been
issued, each party shall use its reasonable efforts to remove any such order,
decree or injunction.

      7.10 OTHER DOCUMENTS. CDMP shall have received from the Sellers such other
documents as CDMP's counsel shall have reasonably requested, in form and
substance reasonably satisfactory to CDMP's counsel, including, without
limitation, executed copies by the appropriate party of the Registration Rights
Agreement, Employment Agreement, and Shareholders Agreement.

8. INDEMNIFICATION.

        8.1 SELLERS INDEMNITY. The Sellers agree to indemnify CDMP, its
affiliates, its subsidiaries, or its successors (collectively the "Purchasers")
and hold them harmless from and against any and all liabilities, losses,
damages, costs or expenses (including without limitation reasonable legal and
expert witnesses' fees and expenses) incurred by the Purchasers, directly or
indirectly, to the extent that such liabilities, losses, damages, costs or
expenses ("Damages") are occasioned by, caused by or arise out of:







                                       10



                8.1.1 Any breach of any of the representations or warranties or
failure to perform any of the covenants made by the Sellers in this Agreement,
or any certificate, exhibit, instrument or other document delivered pursuant to
this Agreement; or

                8.1.2 Any debts, claims, liabilities, or obligations of the
Sellers not expressly assumed by Purchaser pursuant to this Agreement.

        8.2 CDMP INDEMNITY. Purchaser agrees to indemnify the Sellers and their
successors and assigns (the "Sellers Parties") and to hold them harmless from
and against any and all liabilities, losses, damages, costs or expenses
(including without limitation reasonable legal and expert witnesses' fees and
expenses) incurred by the Sellers Parties to the extent that such Damages are
occasioned by, caused by or arise out of:

                8.2.1 Any breach of any of the representations or warranties or
failure to perform any of the covenants made by Purchasers in this Agreement, or
any certificate, exhibit, instrument or other document delivered pursuant to
this Agreement.

        8.3 INDEMNIFICATION CLAIMS. If either the Sellers or CDMP (the
"Claimant") wishes to assert an indemnification claim against the other party
hereto, the Claimant shall deliver to the other party a written notice setting
forth:

                8.3.1 the specific representation and warranty alleged to have
been breached by such other party;

                8.3.2 a detailed  description of the facts and  circumstances
giving rise to the alleged breach of such representation and warranty; and

                8.3.3 a detailed description of, and a reasonable estimate of
the total amount of, the Damages actually incurred or expected to be incurred by
the Claimant as a direct result of such alleged breach.

        8.4 DEFENSE OF THIRD PARTY ACTIONS. If either party hereto (the
"Indemnified Party") receives notice or otherwise obtains knowledge of the
commencement or threat of any claim, demand, dispute, action, suit, examination,
audit, proceeding, investigation, inquiry or other similar matter that may give
rise to an indemnification claim against the other party hereto (the
"Indemnifying Party"), then the Indemnified Party shall promptly deliver to the
Indemnifying Party a written notice describing such complaint or the
commencement of such action or proceeding; provided, however, that the failure
to so notify the Indemnifying Party shall relieve the Indemnifying Party from
liability under this Agreement with respect to such claim only if, and only to
the extent that, such failure to notify the Indemnifying Party results in the
forfeiture by the Indemnifying Party of rights and defenses otherwise available
to the Indemnifying Party with respect to such claim or the opportunity to
defend or participate in the defense of said claim. The Indemnifying Party shall
have the right, upon written notice delivered to the Indemnified Party within 20
days thereafter to assume the defense of such action or proceeding, including
the employment of counsel reasonably satisfactory to the Indemnified Party and
the payment of the fees and disbursements of such counsel. In the event,
however, that the Indemnifying Party declines or fails to assume the defense of
the action or proceeding or to employ counsel reasonably satisfactory to the
Indemnified Party, in either case within such 20 day period, then such
Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying
Party, to represent or defend it in any such action or proceeding and the
Indemnifying Party shall pay the reasonable fees and disbursements of such
counsel as incurred; provided, however, that the




                                       11



Indemnifying Party shall not be required to pay the fees and disbursements of
more than one counsel for all Indemnified Parties in any jurisdiction in any
single action or proceeding. In any action or proceeding with respect to which
indemnification is being sought hereunder, the Indemnified Party or the
Indemnifying Party, whichever is not assuming the defense of such action, shall
have the right to participate in such litigation and to retain its own counsel
at such party's own expense. The Indemnifying Party or the Indemnified Party, as
the case may be, shall at all times use all commercially reasonable efforts to
keep the Indemnifying Party or the Indemnified Party, as the case may be,
reasonably apprised of the status of the defense of any action, the defense of
which they are maintaining, and to cooperate in good faith with each other with
respect to the defense of any such action. No Indemnified Party may settle or
compromise any claim or consent to the entry of any judgment with respect to
which indemnification is being sought hereunder without the prior written
consent of the Indemnifying Party, which shall not be unreasonably withheld. The
Indemnifying Party shall not settle any claim or assertion, unless the
Indemnified Party consents in writing to such settlement, which consent shall
not be unreasonably withheld.

        8.5 EXPIRATION OF REPRESENTATIONS AND WARRANTIES. All of the
representations and warranties set forth in this Agreement shall terminate and
expire, and shall cease to be of any force or effect on the first anniversary of
the Closing Date, and all liability of the Sellers and CDMP with respect to such
representations and warranties shall thereupon be extinguished; provided,
however, that if, prior to such first anniversary, Claimant delivers a written
notice to the other party hereto, then the specific indemnification claim set
forth in such notice shall survive such first anniversary (and shall not be
extinguished thereby) until the settlement of such specific claim.

        8.6 THRESHOLD. Neither the Sellers nor CDMP shall be required to make
any indemnification payment pursuant to Section 8.1 or 8.2, respectively, until
such time as the total amount of all Damages that have been directly or
indirectly suffered or incurred by an Indemnified Party, or to which an
Indemnified Party has or otherwise becomes subject to, exceeds $50,000 in the
aggregate. At such time as the total amount of such Damages exceeds $50,000 in
the aggregate, the Indemnified Party shall be entitled to be indemnified against
the full amount of such Damages (and not merely the portion of such Damages
exceeding $50,000); provided, however, that Sellers' indemnification obligations
hereunder shall in no event exceed in the aggregate the sum of the Purchase
Price.

9. POST-CLOSING COVENANTS.

        9.1 FURTHER ASSURANCES. The Sellers shall not voluntarily undertake any
course of action which interferes in any way with the rights obtained by CDMP
hereunder or is otherwise inconsistent with the satisfaction of its obligations
or agreements set forth in this Agreement. The Sellers hereby agree not to
contest CDMP's ownership of the Intellectual Property Rights or CDMP's title to
the Assets. The Sellers shall execute, acknowledge and deliver any further
assignments, conveyances and other assurances, documents and instruments of
transfer, consistent with the terms of this Agreement, which are reasonably
requested and prepared by CDMP or its counsel and shall take any other action,
consistent with the terms of this Agreement, that may be reasonably requested
and prepared by CDMP or its counsel for the purpose of assigning, transferring,
granting, conveying, and confirming to CDMP or reducing to its possession, any
or all of the Assets or the liabilities. CDMP shall be solely responsible for
all out-of-pocket costs related to such requests. If CDMP cannot secure the
Sellers' signatures for any of the foregoing after reasonable efforts, the
Sellers appoints CDMP as the Sellers' attorney-in-fact to take all actions CDMP
deems reasonably necessary to exercise its rights under this Section.





                                       12



        9.2 CONFIDENTIALITY. From and after the Closing Date, to the maximum
extent permitted by applicable law, all technical, marketing and other
information directly relating to the Assets and Intellectual Property Rights
(the "Confidential Information") thereto shall at all times be and remain the
sole and exclusive property of CDMP. At all times after the Closing Date, the
Sellers shall retain in strictest confidence, and shall not disclose to third
parties or use for its benefit or for the benefit of any third party, all
Confidential Information assigned under this Agreement or disclosed by CDMP or
in any other way relating to the Assets, provided, however, that "Confidential
Information" shall not include information which is public knowledge or becomes
generally available to the public or a third party other than as a result of a
disclosure by the Sellers without the consent of or not at the direction of
CDMP. The Sellers understand and agree that CDMP's remedies at law for a breach
by the Sellers of their obligations under this Section 9.2 will be inadequate
and that CDMP shall, in the event of any such breach, be entitled to equitable
relief (including without limitation injunctive relief and specific performance)
in addition to all other remedies provided under this Agreement or available to
CDMP at law.

10. MISCELLANEOUS.

        10.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of California applicable to
contracts entered into and to be performed entirely within the State of
California. Any action or proceeding brought by either party against the other
arising out of or related to this Agreement shall be brought exclusively in a
state or federal court in Los Angeles County, California.

        10.2 WAIVERS; CUMULATIVE REMEDIES. Any waiver, consent or the like must
be in writing. Any waiver by either party of any breach of this Agreement by the
other party shall not constitute a waiver of any other or subsequent breach of
this Agreement. All remedies, either under this Agreement or by law or
otherwise, afforded to the parties hereunder shall be cumulative and not
alternative.

        10.3 NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be effective upon receipt by facsimile
with a confirming copy sent by first-class mail, postage prepaid, or five (5)
days after deposit in the U.S. postal system by certified or registered mail,
return receipt requested, postage prepaid to the addresses first set forth below
such other address as a party may designate for itself by providing notice
hereunder:

     If to Sellers:                 If to CDMP:
     Matthew Crouch                 John R. Dempsey, Jr., CEO
     3400 W. Cahuenga Blvd.         CDMI Productions, Inc.
     Hollywood, California 90068    1125 North Lindero Canyon Rd., Ste. A-8 #209
     Fax: (323) 874-5888            Westlake Village, CA 91362
                                    Fax: (818) 707-3768

        10.4 AUDIT. Each party shall provide the other with notice of an audit
by any tax authority of such party's books and records, which is reasonably
likely to relate to the Assets or the sale of the Assets in this transaction.

        10.5 ATTORNEYS' FEES. In any action brought to construe or enforce this
Agreement, the prevailing party shall receive in addition to any other remedy to
which it may be entitled, compensation for all costs incurred in pursuing such
action, including, but not limited to, reasonable attorneys' and expert
witnesses' fees and costs.





                                       13



        10.6 EXPENSES. Each party shall bear its own expenses and legal fees
incurred on its behalf with respect to this Agreement and the transaction
contemplated hereby.

        10.7 SEVERABILITY. In case any provision of this Agreement is held to be
invalid or unenforceable, such provision shall be deemed amended to the extent
required to make it valid and enforceable and such amended provision and the
remaining provisions of this Agreement will remain in full force and effect.

        10.8 TITLE AND HEADINGS. The titles and headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

        10.9 SUCCESSOR AND ASSIGNS. The provisions hereof shall inure to the
benefit of, and be binding upon, the successors and assigns of the parties
hereto.

        10.10 RIGHTS OF THIRD PARTIES. Nothing contained in this Agreement,
express or implied, shall be deemed to confer any rights or remedies upon, or
obligate any of the parties hereto, to any person or entity.

        10.11 PUBLICITY. The terms of this Agreement shall be considered
confidential information of CDMP and the Sellers. CDMP and the Sellers agree
that the specific provisions hereof shall not be revealed or disclosed by them
without the prior written consent of the other party except to the extent such
disclosure is required by applicable law or regulation.

        10.12 ENTIRE AGREEMENT; AMENDMENT. This Agreement, the Exhibits hereto
and the other documents delivered pursuant hereto constitute the full,
exclusive, complete and entire understanding and agreement between the parties
with regard to the subject matter hereof and thereof and supersedes and revokes
all other previous discussions, understanding and agreements, whether oral or
written, between the parties with regard to the subject matter hereof. Any term
of this Agreement may be amended and the observance of any term of this
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the affected
party.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]








                                       14





        The parties to this Agreement have caused this Agreement to be executed
and delivered as of November 18, 2004.


                                                CDMI PRODUCTIONS, INC.,
                                                a New York corporation


                                                By:
                                                    ----------------------------
                                                Name: John R. Dempsey, Jr.
                                                Title: Chief Executive Officer


                                                SELLERS


                                                By:
                                                    ----------------------------
                                                Name: Matthew Crouch



                                                By:
                                                    ----------------------------
                                                Name: Laurie Crouch








                                       15



                                    EXHIBIT A

                                     ASSETS


The following assets are the subject of this Purchase Agreement:

Property 1:
"One Night with the King" Feature Film
Distribution Rights: Solely owned by Gener8Xion Entertainment
Rights are assigned to Gener8Xion per agreement for the worldwide exploitation
in perpetuity (distributed/assigned to Matthew Crouch and Laurie Crouch as a
dividend)

Property 2:
"Prodigal Son" Animated Feature Film
Distribution Rights: Currently owned by GoodTimes Entertainment
Script: Solely owned by Gener8Xion Entertainment (distributed/assigned to
Matthew Crouch and Laurie Crouch as a dividend)






















                                       16



                                    EXHIBIT B

                                    CONTRACTS


NONE.

















                                       17



                                    EXHIBIT C

                           CLOSING CERTIFICATE OF CDMP


































                                       18




                                    EXHIBIT D

                         SECRETARY'S CERTIFICATE OF CDMP




































                                       19



                                    EXHIBIT E

                          REGISTRATION RIGHTS AGREEMENT








































                                       20



                                    EXHIBIT F

                              EMPLOYMENT AGREEMENT





































                                       21



                                    EXHIBIT G

                             SHAREHOLDERS AGREEMENT








































                                       22



                                    EXHIBIT H

                         CLOSING CERTIFICATE OF SELLERS












































                                       23






                              EMPLOYMENT AGREEMENT


        THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of
November 18, 2004, by and between CDMI Productions, Inc., a corporation
organized and existing under the laws of the State of New York (hereinafter
"Employer"), and Mathew Crouch, an individual resident of the State of
California (hereinafter "Employee");

                              W I T N E S S E T H:

        WHEREAS, Employer has offered to Employee, subject to the terms and
conditions of this Agreement, employment in the position of Chief Executive
Officer and Employee has agreed to accept such employment pursuant to the terms
and conditions hereof.

        WHEREAS, Employer would not offer such employment unless Employee shall
have executed and delivered this Employment Agreement and agreed to the
non-competition, confidentiality, and other covenants contained herein; and

        NOW, THEREFORE, in consideration of the promises and obligations of
Employer and Employee under this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Employer and Employee hereby agree as follows:

                                   ARTICLE I
                               SCOPE OF EMPLOYMENT

        1.1 POSITION AND DUTIES. Employee agrees to provide services to Employer
as its Chief Executive Officer, subject to the terms and conditions of this
Agreement. Employee shall have the duties and responsibilities normally
attendant to such office, with such limitations thereon or additions thereto as
may be reasonably prescribed from time to time by the Board of Directors of
Employer (hereinafter the "Board"). During the Term of Employment (as defined
below), Employee shall devote substantially all of his working time, attention
and efforts to the business of Employer.

        1.2 BOARD OF DIRECTORS. The Board of Employer has taken all action
necessary to cause Employee, upon execution of this Agreement, to become a
director of Employer and Chairman of Employer's Board.

        1.3 OTHER AFFAIRS. Notwithstanding anything to the contrary, nothing
herein shall preclude Employee from engaging in charitable and community affairs
and managing his personal investments, provided that such activities do not
unreasonably interfere with the performance of his duties or responsibilities
hereunder, and provided that Employee shall not engage in any activities in
violation of Articles 7 or 8 of this Agreement. Employee may also serve as a
member of the board of directors of other companies, subject to the approval of
the Board, which approval shall not be unreasonably withheld, including, but not
limited to, Gener8Xion Entertainment, Inc., a California corporation, and
Trinity Broadcast Network.








                                   ARTICLE II
                         BASE COMPENSATION AND BENEFITS

        2.1 BASE SALARY. Employer agrees to pay Employee, for services rendered
hereunder in his capacity as Chief Executive Officer, salary at the annual rate
of Three Hundred Fifty Thousand Dollars ($350,000). The salary shall be payable
in equal periodic installments, not less frequently than monthly, less any sums
which may be required to be deducted or withheld under the provisions of law.
Salary may be adjusted upward at the discretion of Employer's Board, based upon
Employee's performance and Employer's financial circumstances including, but not
limited to, the earnings per share. As referred to hereinafter, "Salary" means
the compensation described in this Section 2.1.

        2.2 EXPENSES. Employee is expected from time to time to incur reasonable
and necessary expenses for promoting the business of Employer, including
expenses for entertainment, travel, and other activities associated with
Employee's duties. Employee shall be entitled to be reimbursed, in accordance
with the policies of Employer as adopted and amended by the Board from time to
time, for all such reasonable and necessary expenses incurred by Employee in
connection with the performance of his duties of employment hereunder; provided
Employee shall, as a condition of such reimbursement, submit verification of the
nature and amount of such expenses in accordance with the reimbursement policies
from time to time adopted by the Board.

        2.3 EMPLOYEE BENEFITS(a) . Employee may participate with and in the same
manner as other executive and managerial employees of Employer in all fringe
benefit programs applicable to executives ("Employee Benefits") generally which
may be authorized and adopted in advance from time to time by the Board;
currently they include; a family healthcare plan with a dental plan and life
insurance, a self directed SARSEP Retirement Plan, and four (4) weeks paid
vacation.

        2.4 BONUSES. Employee will be eligible for the following incremental
bonuses:

            (a) a bonus of Fifty Thousand Dollars ($50,000.00) to be paid upon
completion and release of the film production entitled "One Night With The
King;"

            (b) a bonus of Fifty Thousand Dollars ($50,000.00) to be paid upon
completion and release of the film production entitled "Prodigal Son" or such
other production as may be mutually agreed upon between Employer and Employee.

If the term of this Agreement is renewed beyond November 30, 2005, the Board of
Employer will adopt new arrangements providing Employee with the opportunity to
earn bonuses at least comparable to the bonuses initially provided in this
Section 2.4


                                  ARTICLE III
                       EQUITY GRANTS AND RESTRICTED STOCK

 3.1 STOCK OPTIONS. Contemporaneously with the execution of this Agreement, the
Board of Directors of the Company has agreed to implement a Stock Option Plan
for its officers, directors, employees and consultants. Employee shall be
entitled to receive an equity grant on





                                       2



terms at least as favorable to any such grant to any other person during the
term of this Agreement.

        Employee is hereby granted Six Million One Hundred Sixty Thousand
(6,160,000) shares of Common Stock, $0.01 par value, of Employer as "Restricted
Stock."

        3.3 INCOME TAX PROVISIONS.

            (a) Employer and Employee have agreed that the fair market value of
the Restricted Stock granted under Section 3.2 is $0.03 per share.

            (b) Upon the issuance of Restricted Stock pursuant to Section 3.2,
the Employer shall pay to Employee a payment (the "Gross-Up Payment") that is an
amount that, when added to the fair market value of the shares of Restricted
Stock as determined under paragraph (a) of this Section 3.3 (the "Base Amount"),
puts the Employee in the same position, net of taxes, as if the Base Amount was
not subject to federal or state income or employment taxes. The Gross-Up Payment
shall be computed in accordance with the formula set forth in Section 3.3(c),
and shall be payable, in cash, within ten (10) days of the date of grant of the
Restricted Stock.

            (c)  The Gross-Up Payment shall be computed as follows:

                 Gross-Up Payment = A * B/(1 - B)

                 where:

                 A = the Base Amount

                 B = the Combined Compensation Tax Rate

            (d) For purposes of this Agreement, the term "Combined Compensation
Tax Rate" shall be the combined effective state and federal tax rate on Employee
that would applicable to the sum of the Base Amount and the Gross-Up Payment.
The parties acknowledge and agree that the Combined Compensation Tax Rate for
2003 is 48.65%, consisting of the sum of the following: (i) the federal 1.45%
Medicare tax, (ii) the federal 6.2% Social Security tax, the applicable federal
tax rate for 2004 of 35%, and the applicable state tax rate for 2004 of __%.

            (e) Notwithstanding anything else in this Agreement to the contrary,
Employer shall be liable for the employer-level portion of the federal Medicare
and Social Security taxes, if any, attributable to the Restricted Stock or the
Gross-Up Payment.


                                   ARTICLE IV
                                      TERM

        4.1 TERM. Employee's employment hereunder shall commence on November 18,
2004 and shall continue through November 18, 2011 unless sooner terminated due
to:






                                       3



            (a) Employee's death;

            (b) Employee's Disability as described in Section 5.1;

            (c) termination of Employee's employment by Employer for "Cause" as
described in Section 5.5;

            (d) termination of employment by Employee as described in Section
5.6; or

            (e) termination of Employee's employment by Employer for reasons
other than "Cause" as described in Section 5.7.

Effective November 18, 2011, the term of this Agreement shall automatically
renew for successive one (1)-year terms unless Employer or Employee shall notify
the other party in writing at least 60 days before the first day of the next
renewal term of such party's election not to renew this Agreement for another
renewal term.


                                   ARTICLE V
                              EVENTS OF TERMINATION

        5.1 TERMINATION OF EMPLOYMENT DUE TO DISABILITY. If, during the Term of
Employee's employment hereunder, the Board of Employer shall determine that
Employee shall be prevented from effectively performing all his duties hereunder
by reason of illness or disability, confirmed by a physician mutually acceptable
to Employee and Employer, and such failure so to perform shall have continued
for a period of not less than six (6) consecutive months, then Employer may, by
written notice to Employee, terminate Employee's employment hereunder effective
at any time after such consecutive six (6) month period. Upon delivery to
Employee of such notice, together with payment of any salary or other
compensation accrued and unpaid under Sections 2.1 and 2.4 hereof, Employee's
employment and all obligations of Employer under Article I hereof (except any
obligation for vested benefits) shall forthwith terminate.

        5.2 TERMINATION FOR CAUSE. Employee may be terminated at any time by
Employer for "Cause" as follows: (i) Employee's material violation of the
covenants set forth in Section 6 or 7; (ii) Employee's willful, intentional, or
grossly negligent failure to perform his duties under this Agreement diligently
and in accordance with the directions of Employer; (iii) Employee's willful,
intentional, or grossly negligent failure to comply with the reasonable and good
faith decisions or policies of Employer; or (iv) final conviction of Employee of
a felony resulting in imprisonment; provided, however, that in the event
Employer desires to terminate Employee's employment pursuant to subsections (i),
(ii), or (iii) of this Section 5.2, Employer shall first give Employee written
notice of such intent, detailed and specific description of the reasons and
basis therefore, and thirty (30) days to remedy or cure such perceived breaches
or deficiencies (the "Cure Period"); provided, however, that with respect only
to a breach that is not possible to cure within such thirty (30) day period, so
long as Employee is diligently using his best efforts to cure such breaches or
deficiencies within such period and thereafter, the Cure Period shall be
automatically extended for an additional period of time (not to exceed sixty
(60) additional days) to enable Employee to cure such breaches or deficiencies,
provided, further, that Employee continues to diligently use his best efforts to
cure such breaches or deficiencies. If Employee




                                       4



does not cure the perceived breaches or deficiencies within the Cure Period,
Employer may discharge Employee immediately upon written notice to Employee. If
Employer desires to terminate Employee's employment pursuant to subsection (iv)
of this Section 5.2, Employer shall first give Employee three (3) days' prior
written notice of such intent.

        5.3 TERMINATION BY EMPLOYEE.

            (a) Employee may terminate this Agreement, at any time, by giving at
least 30 days' written notice to Employer's Board of his intention to terminate
his employment. Such termination shall become effective upon expiration of the
thirty (30) day period.

            (b) In the event Employee has terminated his employment with
Employer because there has been: (i) a material downgrading in Employee's duties
or responsibilities for Employer, (ii) a change in Employer's principal place of
business to a location not within twenty-five (25) miles of its present
location, (iii) any significant and prolonged increase in the traveling
requirements applicable to the discharge of Employee's responsibilities, (iv)
any breach by Employer of its duties or obligations pursuant to this Agreement
which has not been cured within thirty (30) days after notice of such breach,
(v) any Change in Control (as defined herein), (vi) an adverse change in any
material term or provision of this Agreement requested by Employer as a
condition to any renewal or extension of this Agreement, or (vii) any other
significant material adverse change in working conditions or responsibilities,
Employee shall be entitled to the compensation provided for in Section 5.5 upon
such termination. Notwithstanding the foregoing, Employee acknowledges that the
Company is currently unable to timely pay Employee's Salary due to the current
financial condition of the Company, and agrees that the inability of the Company
to timely pay Employee's Salary due to the Company's current financial condition
shall not be a breach of this Employment Agreement by the Company; provided
that, the foregoing shall not relieve the Company of its obligation to pay the
Salary and such Salary shall accrue so long as it remains unpaid.

            (c) For purposes of this Agreement, "Change in Control" shall mean
any of the following: (a) any consolidation or merger of Employer in which
Employer is not the continuing or surviving corporation or pursuant to which the
voting stock of Employer would be converted into cash, securities or other
property, other than a merger of Employer in which the holders of the voting
stock immediately prior to the merger own or control an aggregate of 50% of the
voting power of the outstanding voting securities of the surviving entity
immediately after the consolidation or merger; (b) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all
or substantially all of the assets of Employer; (c) the stockholders of Employer
approve any plan or proposal for the liquidation or dissolution of Employer, (d)
the cessation of control (by virtue of their not constituting a majority of
directors) of the Board of Employer by the individuals (the "Continuing
Directors") who (i) at the date of this Agreement were directors or (ii) become
directors after the date of this Agreement and whose election or nomination for
election by Employer's stockholders, was approved by a vote of a majority of the
directors then in office who were directors at the date of this Agreement (or
whose election or nomination for election was previously so approved); (e) the
acquisition of beneficial ownership (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act")) of an aggregate of
50% of the voting power of Employer's outstanding voting securities by any
person or group (as such term is used in Rule 13d-5 under





                                       5



the 1934 Act) who beneficially owned less than 20% of the voting power of
Employer's outstanding voting securities on the date of this Agreement; or (f)
in a Title II bankruptcy proceeding, the appointment of a trustee or the
conversion of a case involving Employer to a case under Chapter 7.

        5.4 NOT FOR "CAUSE" TERMINATION BY EMPLOYER. Employer may terminate this
Agreement, effective at any time, by giving at least sixty (60) days' written
notice to Employee. After written notice of termination and until the effective
date of termination, Employer shall have the right to remove Employee from
office and to modify or eliminate Employee's powers or duties in any manner
deemed in the Board's discretion to be in the best interests of Employer.

        5.5 SEVERANCE PAY. In the event of a termination of this Agreement
pursuant to Section  5.3(b) or Section 5.4,  Employer  shall pay Employee on the
effective  date of such  termination  a  severance  payment in cash in an amount
equal to:

            (a) if the effective date of the termination occurs on or before
            November 18, 2008, one twelfth (1/12) of Employee's then current
            annual base salary multiplied by the number of full months between
            the effective date of such termination and November 18, 2011; and

            (b) if the effective date of the termination occurs after November
            18, 2008, an amount equal to three (3) times Employee's then current
            annual base salary under this Agreement.

        5.6 EFFECT OF TERMINATION.

            (a) Regardless of the reasons for termination of Employee's
employment hereunder, Employer shall pay Employee his Salary through the date
termination becomes final, either by written notice of termination from the
Board or the end of the contract term, and shall continue Employee Benefits then
in effect through the date of such termination and for any period during which
Employee is subject to the restrictions set forth in Sections 7 and 8 of this
Agreement. Unless otherwise provided herein, all Salary, and other compensation
shall cease at the date of termination, and all Employee Benefits shall cease
upon termination of such restrictions.

            (b) In the event of the scheduled expiration of this Agreement as
described in Section 4.1, all payments of Salary, and other compensation, and
all Employee Benefits, other than Salary and Benefits earned but not paid as of
such date, shall cease as of such date.

            (c) In the event of termination of this Agreement because of
Employee's Disability as described in Section 5.1, Employer shall pay Employee
his Salary and Employee Benefits in accordance with Employer's disability plans
and policies generally applicable to Employer's management personnel.

            (d) Upon termination of the employment of Employee for Cause
pursuant to Section 5.6, all payments of Salary, and other compensation and all
Employee Benefits shall cease as of the date of termination.





                                       6



            (e) At the time of termination, Employee's vested benefits, if any,
shall be administered in accordance with the various benefit plans in which he
participated and in accordance with all applicable laws, including the Employee
Retirement Income Security Act (ERISA) and the Consolidated Omnibus Budget
Reconciliation Act of 1985 (COBRA).

        5.7 SURVIVAL. The covenants and obligations of Employee described in
Articles 6, 7, and 8 and Section 9.1 hereof shall survive any termination or
expiration of this Agreement for any reason and shall not be extinguished
thereby.

        5.8 COOPERATION. Following any termination, Employee shall fully
cooperate with Employer in all matters relating to the handing over of his
pending work to other employees of Employer as may be designated by the Board.

        5.9 INTELLECTUAL PROPERTY. Upon termination of this Agreement for any
reason, Employee shall have no right or license to use Employer's, or any
Affiliate thereof, company or corporate names, trademarks, trade names, service
marks, or other property rights (or other names or marks confusingly similar to
any of the foregoing), all of which shall remain the sole and exclusive property
of Employer.


                                   ARTICLE VI
                                 NON-COMPETITION

        6.1 NON-COMPETITION. Employee agrees and covenants with Employer that
until the later of November 30, 2012 or for a period of twelve (12) months from
and after Employee's termination of employment with Employer (regardless of the
reason for termination):

            (a) Employee will not, directly or indirectly, divert, solicit, or
pirate for any commercial enterprise engaged in the "Same Business" as Employer,
as defined below, any customer, supplier, or licensor of Employer for whom
services were performed or from whom materials or rights were provided, and with
whom Employee had personal contact during the last two (2) years of Employee's
employment with Employer;

            (b) Employee will not, directly or indirectly, persuade or attempt
to persuade any person who (i) was employed by Employer as of the date of the
termination of Employee's employment with Employer and (ii) is in a sales or
management position with Employer at the time of such contact, to terminate or
modify his employment relationship, whether or not pursuant to a written
agreement, with Employer;

            (c) Employee will not, either directly or indirectly, on Employee's
behalf, or on behalf of others, render or be retained to render services in the
United States of America or its territories or possessions, for any commercial
enterprise engaged in the "Same Business" as Employer, including any customer,
supplier, or licensor of Employer for whom Employee has provided services or had
contact during the last two (2) years of Employee's employment with Employer.
For purposes of Article 6, the Same Business means: production and distribution
of films including theatrical productions having a cost of under $100,000 to
produce.

        6.2 DEFINITION OF TERM "DIRECTLY OR INDIRECTLY". The words "directly or
indirectly" as used in Section 6.1(c) and Article 7 shall mean:






                                       7



            (a) Acting as an agent, representative, consultant, officer,
director, trustee, independent contractor, or employee of any entity or
enterprise which is engaged in the Same Business (as defined in Section 6.1
hereof) as Employer;

            (b) Participating in any such Same Business as an owner, partner,
limited partner, joint venturer, creditor, or stockholder (except as a
stockholder holding less than a l% interest in a corporation whose shares are
actively traded on a regional or national securities exchange or in an
over-the-counter market); and

            (c) Communicating to any such Same Business the names or addresses
or any other information concerning any past, present, or identified (during
Employee's employment with Employer) prospective client, customer, supplier, or
licensor of Employer or of any entity having title to the goodwill of Employer
with respect to the Same Business.


                                  ARTICLE VII
                            CONFIDENTIAL INFORMATION

        7.1 NONDISCLOSURE. Employee recognizes that confidential information is
a valuable asset of Employer and its Affiliates, which own sole and exclusive
right, title, and interest in and to such "Confidential Information." Employee
agrees and covenants that during the period of Employee's employment, and until
the later of November 30, 2012 or twelve (12) months after Employee's
termination of employment with Employer (regardless of the reason for
termination), that:

            (a) Employee will not publish or disclose, or make accessible to any
third party, either directly or indirectly, any confidential information of
Employer. "Confidential Information" means all customer lists, sales and
marketing information, customer account records, supplier lists, training and
operational materials, licensor lists, memoranda and manuals, personnel records
and manuals, pricing information, and financial information concerning or
relating to the business, accounts, customers, licensors, employees, suppliers,
and affairs of Employer or its Affiliates obtained by or furnished, disclosed,
or disseminated by Employer or obtained, assembled, or compiled by Employee or
under Employee's supervision, during the course of Employee's employment by
Employer, and all physical embodiments of the foregoing, all of which are hereby
agreed to be the property of and confidential to Employer.

            (b) Employee will not publish or disclose, either directly or
indirectly, any confidential information of any of Employer's customers,
clients, suppliers, or licensors. Complete confidentiality of customer, client,
supplier, and licensor information is vital to Employer's continued business
success. "Confidential information of a customer, client, supplier, or licensor"
means all of a customer's, client's, supplier's, or licensor's client lists,
sales and marketing information, account records, training and operation
information, interoffice memoranda, personnel records and manuals, pricing and
servicing information, and financial information concerning or relating to the
business, accounts, clients, employees, and affairs of any of Employer's
customers, clients, suppliers, or licensors obtained or furnished to Employee or
under Employee's supervision during the course of his employment with Employer,
and all physical embodiments thereof, all of which are agreed to be the property
of and confidential to Employer's customers, clients, suppliers, and licensors.








                                       8



            (c) Employee agrees that this Confidential Information is a valuable
property of Employer and has been developed over a period of years at great
effort and expense of Employer.

            (d) Upon the termination of his employment, Employee agrees to
return to Employer all Confidential Information in his possession which is
embodied or recorded in tangible form as well as all papers, materials, goods,
samples, products, and other physical objects relating to Employer, whether or
not such papers, materials, or other physical objects contain or embody
Confidential Information. Employee agrees to return to Employer upon termination
all copies made by Employee of documents located in Employer files or elsewhere.

Notwithstanding the foregoing, Employee shall not be subject to the restrictions
set forth in this Section 7.1 with respect to information which:

                   (i) becomes generally available to the public other than as
a result of disclosure by Employee or the breach of Employee's obligations under
this Agreement;

                   (ii) becomes available to Employee from a source which is
unrelated to his employment with Employer or the exercise of his duties under
this Agreement, provided that such source lawfully obtained such information and
is not bound by a confidentiality agreement with Employer; or

                   (iii) is required by law to be disclosed.

        7.2 REMEDIES. Employee understands and agrees the prohibitions against
disclosure of Confidential Information in Section 7.1 above are in addition to,
and not in lieu of, any rights or remedies which Employer may have available
pursuant to the laws of any jurisdiction or at common law to prevent disclosure
of trade secrets or proprietary information, and the enforcement by Employer of
its rights and remedies pursuant to this Agreement should not be construed as a
waiver of any other rights or available remedies which it may possess in law or
in equity absent this Agreement.


                                  ARTICLE VIII
                                EQUITABLE RELIEF

        8.1 ENFORCEMENT. Employee has carefully considered the nature and extent
of the restrictions upon him and the rights and remedies conferred upon Employer
under Articles 6 and 7 hereof. Employee agrees that such terms are reasonable in
duration, territory, and scope, are designed to eliminate actions which
otherwise would be unfair to Employer, will not prohibit him from maintaining a
livelihood, and are fully required to protect the legitimate business interests
of Employer. Employee has had the benefit of legal counsel of his own choosing
to consider the nature and extent of his covenants and obligations under
Articles 6 and 7 hereof.

        8.2 INJUNCTION. Employee acknowledges that Employee's expertise in
Employer's business is of a special, unique, unusual, extraordinary, and
intellectual character, which gives said expertise a peculiar value and that a
breach by Employee of the provisions of Articles 6 or 7 of this Agreement cannot
reasonably or adequately be compensated in damages in an action at law, and a
breach of any of the provisions of Articles 6 or 7 of this Agreement will cause





                                       9



Employer irreparable injury and damage. Employee further acknowledges that
Employee possesses unique skills, knowledge, and ability and that competition in
violation of this Agreement or any other breach of the provisions of this
Agreement would be extremely detrimental to Employer. By reason thereof,
Employee agrees that Employer shall be entitled, in addition to any other
remedies it may have under this Agreement or otherwise, to preliminary and
permanent injunctive and other equitable relief to prevent or curtail any breach
of this Agreement. Employee agrees that no bond or other security shall be
required of Employer in connection with any injunctive proceedings filed by
Employer to enforce Employee's obligations under Articles 6 or 7. No
specification in this Agreement of a specific legal or equitable remedy shall be
construed as a waiver or prohibition against the pursuit of any other legal or
equitable remedies in the event of such a breach.

        8.3 SEVERABILITY. Employee and Employer expressly agree that the
covenants and agreements contained in Articles 6, 7 and 8 hereof are separate,
severable, and divisible, and in the event any portion or portions of such
covenants are declared invalid or unenforceable, the validity of the remaining
covenants set forth herein shall not be affected thereby. If any provision
contained herein shall for any reason be held excessively broad or unreasonable
as to time, territory, or interest to be protected, the court is hereby
empowered and requested to construe said provision by narrowing it, so as to
make it reasonable and enforceable to the extent provided under applicable law.
In any court proceeding concerning the validity or enforceability of such
covenants, Employee agrees to indemnify Employer for its legal fees and costs if
Employer prevails.


                                   ARTICLE IX
                                   ARBITRATION

         Employer and Employee acknowledge and agree that any claim or
controversy arising out of or relating to this Agreement shall be settled by
binding arbitration in Los Angeles, California, in accordance with the National
Rules of the American Arbitration Association for the Resolution of Employment
Disputes in effect on the date of the event giving rise to the claim or
controversy. Employer and Employee further acknowledge and agree that either
party must request arbitration of any claim or controversy within one (1) year
of the date of the event giving rise to the claim or controversy by giving
written notice of the party's request for arbitration. Failure to give notice of
any claim or controversy within one (1) year of the event giving rise to the
claim or controversy shall constitute waiver of the claim or controversy.

         All claims or controversies subject to arbitration pursuant to Section
9(a) above shall be submitted to arbitration within six (6) months from the date
that a written notice of request for arbitration is effective. All claims or
controversies shall be resolved by a panel of three arbitrators who are licensed
to practice law in the State of California and who are experienced in the
arbitration of labor and employment disputes. These arbitrators shall be
selected in accordance with the National Rules of the American Arbitration
Association for the Resolution of Employment Disputes in effect at the time the
claim or controversy arises. Either party may request that the arbitration
proceeding be stenographically recorded by a Certified Shorthand Reporter. The
arbitrators shall issue a written decision with respect to all claims or
controversies within thirty (30) days from the date the claims or controversies
are submitted to arbitration. The parties shall be entitled to be represented by
legal counsel at any arbitration proceedings.






                                       10



         Employer  and  Employee  acknowledge  and  agree  that the  arbitration
provisions in this Agreement may be specifically  enforced by either party,  and
that  submission  to  arbitration  proceedings  may be compelled by any court of
competent jurisdiction. Employer and Employee further acknowledge and agree that
the decision of the arbitrators may be specifically  enforced by either party in
any court of competent jurisdiction.


                                   ARTICLE X
                         REPRESENTATIONS AND WARRANTIES

        10.1 EMPLOYEE REPRESENTATIONS. Employee represents and warrants to
Employer as follows:

            (a) Acceptance of employment by Employer hereunder does not violate
and will not violate any contract or arrangement, oral or written, to which
Employee is a party or may be bound and does not or will not result in a breach
by Employee of any covenant of nondisclosure or noncompetition or any other
covenant or agreement owed by Employee to any person, corporation, or legal
entity other than Employer;

            (b) Employee, as of the date of this Agreement, has no investments
in any other company or enterprise as a shareholder, or partner, nor does he
serve as an officer, director, or employee of any other company or enterprise
(except as a shareholder of a corporation described in Section 1.3 hereof); and

            (c) Employee has full power and authority (under all applicable laws
and otherwise) to enter into and perform this Agreement.

        10.2 EMPLOYER REPRESENTATIONS. Employer represents and warrants to
Employee as follows:

            (a) The employment of Employee hereunder by Employer does not
violate and will not violate any contract or arrangement, oral or written, to
which Employer is a party or may be bound and does not or will not result in a
breach by Employer of any covenant of nondisclosure or noncompetition or any
other covenant or agreement owed by Employer to any person, corporation, or
legal entity;

            (b) Employer has full power and authority (under all applicable laws
and otherwise) to enter into and perform this Agreement.

            (c) As of the date of this Agreement, the authorized capital stock
of Employer consists of 50,000,000 shares of Common Stock, $0.001 par value per
share (the "Common Stock"). As of the date hereof, before giving effect to the
transactions contemplated by this Agreement and the Asset Purchase Agreement
between Employee and Ms. Laurie Crouch and Employer, there will be issued and
outstanding 6,358,750 shares of Common Stock, all of which are validly issued
and fully paid and nonassessable, and no shares of preferred stock. Except as
set forth above and on Schedule 10.02 hereto, as of the date hereof, before
giving effect to the transactions contemplated by this Agreement, no Equity
Interests of Employer will be issued or outstanding and there are not, and as of
the date hereof there will not be, any options, agreements, instruments or
securities relating to the issued or unissued Equity Interests of




                                       11



Employer or any subsidiary of Employer, or obligating Employer or any subsidiary
of Employer to issue, transfer, grant or sell any Equity Interests of Employer
or any subsidiary. "Equity Interest" means (a) with respect to a corporation,
any and all issued and outstanding capital stock and warrants, options or other
rights to acquire capital stock and (b) with respect to a partnership, limited
liability company or similar entity, any and all units, interests, or other
equivalents of, or other ownership interests in any such entity and warrants,
options or other rights to acquire any such units or interests.

        10.3 SURVIVAL. The representations and warranties described in Section
10.1 and 10.2 shall survive any expiration or termination of this Agreement.
Employee indemnifies and holds Employer harmless from any and all claims, suits,
demands, or causes of action arising from any breach of the representations and
warranties set forth in Section 10.1. Employer indemnifies and holds Employee
harmless from any and all claims, suits, demands, or causes of action arising
from any breach of the representations and warranties set forth in Section 10.2.


                                   ARTICLE XI
                                  MISCELLANEOUS

        11.1 NO DEFENSES. The existence of any claim, demand, action, or cause
or action by Employee against Employer or any of its Affiliates, whether
predicated upon this Agreement or otherwise, shall not constitute a defense to
the enforcement by Employer of any of its rights hereunder.

        11.2 NOTICES. Any notice required or permitted to be given under this
Agreement shall be given in writing and sent by certified mail, postage prepaid,
return receipt requested, to:

        Employee:                Matthew Crouch, CEO
                                 c/o Gener8Xion Entertainment, Inc.
                                 3400 W. Cahuenga Boulevard
                                 Hollywood, CA  90068

        Employee's Counsel:      Greenberg Traurig, LLP
                                 3290 Northside Parkway, NW, Suite 400
                                 Atlanta, GA  30327
                                 Attention:  Robert E. Altenbach, Esq.

        Employer:                CDMI Productions, Inc.
                                 1125 North Lindero Canyon Road, Suite A-8 #209
                                 Westlake Village, CA  91362
                                 Attention:  John R. Dempsey, Jr., CEO

        Employer's Counsel:      William B. Barnett, Esq.
                                 15233 Ventura Boulevard, Suite 410
                                 Sherman Oaks, CA  91403

        11.3 WAIVER. The waiver by either party hereto of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such other party or of any of the
party's rights hereunder.





                                       12



        11.4 ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof. It may not be
changed orally, but only by an agreement in writing duly signed by the party
against whom enforcement of any waiver, change, modification, extension, or
discharge is sought. No waiver, amendment, change, modification, renewal,
discharge, or extension shall be effective against Employer unless made in
writing and approved by Employer's Board or Chief Executive Officer. This
Agreement supersedes any prior or contemporaneous discussions, negotiations,
understandings, arrangements, or agreements between Employer and Employee with
respect to the subject matter hereof.

        11.5 GOVERNING LAW. This Agreement and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of California.

        11.6 BINDING EFFECT. The covenants, terms, and provisions set forth
herein shall inure to the benefit of and be enforceable by Employer and its
successors, assigns, and successors-in-interest, including, without limitation,
any corporation with which Employer may be merged or by which it may be
acquired. This Agreement is non-assignable and non-delegable, except that (i)
Employer's rights, duties, and obligations under this Agreement may be assigned
to its parent or Affiliates in the event Employer or any such Affiliate is
merged, acquired, sells substantially all of the assets of Employer or transfers
Employer's business to any other entity; provided, however, that no such
assignment shall reduce or limit Employer's obligations or liabilities
hereunder; and (ii) this Agreement shall inure to the benefit of and be
enforceable by Employee's personal and legal representatives, executors,
administrators, successors, heirs, distributes, devisees and legatees. If
Employee should die while any amounts are still payable to him hereunder, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Employee's devisee, legatee, or the designee or,
if there be no such designee, to Employee's estate.

        11.7 INDEMNIFICATION. At all times during and after Employee's
employment and the effectiveness of this Agreement, Employer shall indemnify
Employee (as a director, officer, employee and otherwise) to the fullest extent
permitted by law and shall at all times maintain appropriate provisions in its
Certificate of Incorporation and Bylaws which mandate that Employer provide such
indemnification.

        11.8 FULL SETTLEMENT AND LEGAL EXPENSES. Employer's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counter-claim,
recoupment, defense or other claim, right or action which Employer may have, or
claim to have, against Employee or others. In no event shall Employee be
obligated to seek other employment or take any other action by way of mitigation
of the amounts payable to Employee under any of the provisions of this
Agreement. Employer agrees to pay, to the full extent permitted by law, all
legal fees and expenses which Employee may incur as a result of Employee's
instituting legal action to enforce his rights hereunder, or as a result of any
contest, arbitration or dispute (regardless of the outcome thereof) initiated by
Employer or others of the validity or enforceability of, or liability under, any
provision of this Agreement, plus in each case interest at the applicable
federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code.
Employer also agrees to pay all legal and accounting fees and expenses incurred
by Employee in connection with the review and negotiation of this Agreement by
Employee's lawyers and accountants.




                                       13



        11.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which will take effect as an original, and all of which
shall evidence one and the same agreement.

        11.10 TIME OF ESSENCE. Time is of the essence in this Agreement.

        11.11 SECTION HEADINGS. The article, section, and other headings, and
table of contents, in this Agreement are inserted solely as a matter of
convenience and for reference and are not a part of this Agreement.







                 (Remainder of page intentionally left blank.)


                         (Signatures on following page)























                                       14




         IN WITNESS WHEREOF, Employer and Employee have executed this Agreement
as of the day and year first set forth above.


                                            EMPLOYER:


                                            CDMI Productions, Inc.



                                            By:
                                                --------------------------------
                                                   John R. Dempsey, Jr., C.E.O.




                                            EMPLOYEE:


                                            ------------------------------------
                                            Matthew Crouch
















                                       15