<SEQUENCE>12

<FILENAME>doc13.txt

<DESCRIPTION>SHARE EXCHANGE AGREEMENT TRUE FICTION

<TEXT>













                            SHARE EXCHANGE AGREEMENT





SHARE  EXCHANGE  AGREEMENT  dated  as of November 22, 2000  ("Agreement"), among

Magellan Filmed Entertainment, Inc., a Nevada corporation ("Magellan"), and True

Fiction,  Inc.,  a  Nevada  corporation,  ("True  Fiction")  and Tony Romano, an

individual  ("Romano")  and  Michel  Shane,  an  individual  ("Shane").



                                   BACKGROUND



The  respective  Boards  of  Directors  of  Magellan  and True Fiction have each

approved,  upon  the  terms  and  subject  to  the  conditions set forth in this

Agreement,  the  share  exchange  between Magellan and True Fiction whereby each

issued  and  outstanding share of common stock of True Fiction will be exchanged

for  shares  of  Common Stock to be issued by Magellan as set forth in Article 1

and  by  which  True Fiction shall become a wholly-owned subsidiary of Magellan.



Romano  and  Shane  each  owns  500 shares of Common Stock of True Fiction which

represents  100% of the total issued and outstanding shares of True Fiction.  As

part of this Agreement, Romano and Shane have agreed to deliver to Magellan, all

of  the  True  Fiction  shares  owned  by them upon the terms and subject to the

conditions  set  forth  in  this  Agreement.



In  consideration  of  the respective representations, warranties, covenants and

agreements  contained  in this Agreement, Magellan and True Fiction and Magellan

and  Romano  and  Shane  hereby  agree  as  follows:



                                    ARTICLE I

                                PURCHASE AND SALE



1.01     THE  SHARE  EXCHANGE.  Upon  the  terms  and  subject to the conditions

hereof, True Fiction shall become a wholly-owned subsidiary of Magellan upon the

Effective  Time of this Agreement subject to the conditions set forth in Article

VII.



1.02          EFFECTIVE  TIME.  This  Agreement  shall  become effective at such

time ("Effective Time") as the conditions set forth in Article VII are satisfied

or  waived,  if  permissible.



1.03     SHARES.  At  or  prior  to  the  Effective  Time,  by  virtue  of  this

Agreement,  the  following  events  shall  occur.



a)     Each  issued  and outstanding share of common stock of True Fiction shall

be  assigned,  transferred  and  conveyed  to  Magellan.



b)     In  exchange  thereof,  Magellan  shall issue from its treasury 6,000,000

shares  of  its  common  stock  ("Common Stock") which shall be issued 3,000,000

shares  to  Romano,  and  3,000,000  shares  to  Shane.

                                      113

<PAGE>





1.04     PRIVATE  PLACEMENT.



a)     The  Common Stock issued to True Fiction's shareholders have not been and

will  not  be  registered with the Securities and Exchange Commission ("SEC") or

the  securities  commission  of  any  state,  pursuant  to  an  exemption  from

registration  by virtue of Magellan's intended compliance with the provisions of

Section  4(2)  and  4(6)  of the Securities Act of 1933, as amended ("Securities

Act"),  and  the  Common  Stock  will  be  made  available  only  to "accredited

investors"  or  True  Fiction's  shareholders  who  have  used  a  "Purchaser

representative", as defined in Rule 501(a) of Regulation D promulgated under the

Securities  Act.  Such  exemption  limits  the  number and types of investors to

which  the  offering  of  Common  Stock  may  be  made  and restricts subsequent

transfers  of  the Common Stock so offered which also may be restricted by state

securities laws.  The Common Stock may not be resold or otherwise disposed of by

True  Fiction's  shareholders  unless,  in  the  opinion of counsel to Magellan,

registration  under federal and applicable state securities laws is not required

or  compliance  is  made  with  the  registration  requirements  of  such  laws.



b)     In the event Magellan files a registration statement under the Securities

Act  of  1933  for  the public offering of its securities within thirty-six (36)

months  from  the  Effective  Time  of  this  Agreement,  each of True Fiction's

shareholders  shall  be  entitled  to  certain  incidental  or  "piggyback"

registration  rights  for  the  shares  of  Common  Stock  held by them.  At the

Effective  Time,  Magellan  and the True Fiction shareholders shall enter into a

Registration  Rights  Agreement in the form attached hereto as Exhibit 1.04 (b).





                                   ARTICLE II

                               EXCHANGE OF SHARES



2.01     ISSUANCE  OF  CERTIFICATE.  At the Effective Time, Magellan shall issue

to  Romano  and Shane certificates representing the Common Stock to be issued to

each.  Simultaneously  Romano  and  Shane  shall  exchange  and  surrender their

certificates  representing  all  of  their  True  Fiction shares in True Fiction





                                   ARTICLE III

                        REPRESENTATIONS AND WARRANTIES OF

                                    MAGELLAN



Magellan  represents  and  warrants  to  True  Fiction  as  of  the date of this

Agreement  and  as  of  the  Effective  Time  as  follows:

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC