JOINT VENTURE AGREEMENT

                                    ARTICLE I

                                  INTRODUCTION


Section 1.1. This  Agreement is entered into as of February 26, 2001,  by, among
and between Stereo Vision Entertainment,  Inc., a Nevada corporation,  130 s. El
Camino  Drive,  Beverly  Hills,  California  90212,  on the  one  hand  ("Stereo
Vision"),   Wilfield  Productions,  a  partnership,   1106  17th  Avenue  South,
Nashville,  Tennessee, 37212, on the other hand ("Wilfield"), for the purpose of
carrying on a joint venture.

                                   ARTICLE II

                        PURPOSE OF JOINT VENTURE AND NAME

Section  2.1.  The purpose of the joint  venture  shall be to produce or acquire
music recordings for the purpose of commercial distribution.

Section 2.2 It is  understood  and agreed that  Stereo  Vision will  develop the
means, resources and capabilities to promote,  market, sell and distribute music
recordings produced by Wilfield Productions.

                                   ARTICLE III

                      DUTIES & CONTRIBUTION OF THE PARTIES

Section  3.1.  Stereo  Vision  shall  provide all  necessary  financing  for the
production of said music  recordings not to exceed  $80,000.00 per album,  it is
the  intention of the parties that a maximum  number of thirteen (13) albums are
to be produced during the term of this Agreement.  Wilfield shall be responsible
for the actual production of the musical projects, including but not limited to,
the providing of skill, labor, equipment and services to effectuate the complete
production of the musical projects contemplated in this Agreement.  Furthermore,
Wilfield shall be responsible for all financial  record  keeping,  reporting and
bookkeeping  and shall make said  records  available  to Stereo  Vision,  or its
designated agents, upon reasonable notice.

Section 3.2.      Contributions/Funding

a. The funding of each recording  project by Stereo Vision will be made pursuant
to the production schedule or acquisition  schedule of each album project as set
forth by Wilfield.

Section 3.3. Effect of Failure To Make Contributions.  If Stereo Vision fails to
make a contribution to fund any project  provided for in this Agreement,  either
party shall have the right to terminate the joint venture and divide the profits
and losses as set forth herein below.

Section 3.4. Interest on Capital Contributions. No Venturer shall receive, or be
entitled to receive,  interest on its  contributions to the capital of the Joint
Venture.

Section 3.5. Issuance of Stock to Wilfield. As additional consideration,  and in
order to induce Wilfield to enter into the joint venture, upon execution of this
Agreement  by the  parties  hereto,  Stereo  Vision  shall  issue and deliver to
Wilfield 400,000 shares of Stereo Vision common stock.

                                   ARTICLE IV

                          OWNERSHIP OF VENTURE PROPERTY

Section 4.1. Title to Property.  The ownership of all recorded  product shall be
held in the name of Stereo Vision/Wilfield Company.

Section 4.2. Interest in Property. The beneficial interest of each party in such
property,  unless changed  pursuant to the terms of this  Agreement  shall be as
follows:

                  Stereo Vision Entertainment, Inc.      -    51%
                  Wilfield Productions                   -    49%

                                    ARTICLE V

                                      TERM

Section 5.1. This Agreement shall commence as of the date set forth herein above
and shall  continue  until one party shall give the other party ninety (90) days
written notice of its election to dissolve the joint venture  relationship or in
accordance with the provision set forth in Section 11.1. of this Agreement.

                                   ARTICLE VI

                 DISTRIBUTIONS: ALLOCATION OF PROFITS AND LOSSES

Section  6.1.  Division  or Share of Profits.  Any profits of the joint  venture
shall be allocated among the joint ventures in the following  percentages unless
that percentage is changed pursuant to the terms of this Agreement:

                  Party Percentage Allocation

                  Stereo Vision Entertainment, Inc.      -    51%
                  Wilfield Productions                   -    49%

Within  ninety (90) days after the end of each fiscal year of the joint  venture
or within thirty (30) days after approval of the audited  accounts,  the parties
shall  meet to  determine  the  distribution  of all or a  portion  of the joint
venture profits, if any.

Section 6.2.  Calculation of Profits.  For the purposes of this  Agreement,  the
profits of the joint venture shall be calculated as follows:

a. After  contributions in money or property by Stereo Vision have been recouped
from earnings,  any remaining income shall then be distributed to the parties in
their respective percentage proportion as set forth above in Section 6.1.

Section  6.3.  Apportionment  or Share of Loss.  Should a loss be sustained as a
result of the joint  venture,  the parties  shall bear the loss in the following
percentages:

                  Party Percentage Allocation

                  Stereo Vision Entertainment, Inc.      -    51%
                  Wilfield Productions                   -    49%

                                   ARTICLE VII

                              MANAGEMENT STRUCTURE

Section 7.1.  Management  of the Joint  Venture.  All  decisions  affecting  the
policies  and  management  of the joint  venture  will be made by  Wilfield as a
normal course of daily management.

                                  ARTICLE VIII

                                BOOKS AND RECORDS

Section  8.1.  Proper  and  complete  books and  records of account of the joint
venture  business  shall  be kept at the  joint  venture's  principal  place  of
business  and  shall  be open  to  inspection  by any  party  or its  accredited
representative(s)  at any reasonable time during  business hours.  The books and
records shall be maintained in accordance  with  generally  accepted  accounting
practices for this type of business.

                                   ARTICLE IX

                               JOINT VENTURE FUNDS

Section 9.1. All joint venture funds  allocated  for  production or  acquisition
shall be deposited in Wilfield  Productions  name bank account upon receipt from
Stereo Vision.

                                    ARTICLE X

                                 CONFIDENTIALITY

Section  10.1.  Definition.  For  the  purpose  of  this  Agreement,  "Propriety
Information"  shall include all  information  designated by any joint  venturer,
either orally or in writing, as confidential or proprietary, or which reasonably
would be considered  proprietary or as confidential to the business contemplated
by this  Agreement,  including  but not  limited  to  suppliers,  marketing  and
technical  plans,  plans for products and ideas and  proprietary  techniques and
other trade secrets.  Notwithstanding  the foregoing,  "Proprietary  Information
shall not include  information  which (i) is  publicly  known at the time of its
disclosure,  (ii) is lawfully  received from a third party who is not subject to
any confidentiality  agreement, or (iii) is published or otherwise made known to
the public by a person other than a party to this Agreement.

Section 10.2. No  Disclosure,  Use, or  Circumvention.  No joint  venturer shall
disclose any  Proprietary  Information to any third parties and will not use any
Proprietary  Information  in that joint  venturer's  business or any  affiliated
business  without the prior written  consent of all other joint  venturers,  and
then only to the extent  specified  in that  consent.  Consent may be granted or
withheld at the sole discretion of any joint  venturer.  No joint venturer shall
contact  any  suppliers,  customers,  employees,  affiliates  or  associates  to
circumvent the purposes of this provision.

Seciton 10.3. Maintenance of Confidentiality. Each joint venturer shall take all
steps  necessary or  appropriate to maintain the strict  confidentiality  of the
Proprietary Information and to assure compliance with this Agreement.

                                   ARTICLE XI

                                   TERMINATION

Section 11.1.  Date of  Termination.  This Agreement  shall be terminated on the
earlier to occur of:

a.   The mutual agreement of all of the parties to this Agreement.

b.   Any act or event which makes the  continuation of the business of the joint
     venture impossible or impracticable.

c.   The bankruptcy or insolvency of any of the parties to this Agreement, or

Section 11.2.  Effect of Termination.  On the termination of this joint venture,
the  joint  venture  shall be  dissolved  and  wound up in  accordance  with the
provisions of the California Uniform Partnership Act (Corporations Code sections
16100 et seq.), except as otherwise  specifically  provided in this Agreement or
any amendment to this Agreement.

                                   ARTICLE XII

                         ALTERNATIVE DISPUTE RESOLUTION

Section 12.1. Any dispute arising under this Agreement,  or under any instrument
made to carry  out the  terms of this  Agreement,  shall be first  submitted  to
mediation.  If the matter cannot be resolved at the  mediation,  then the matter
shall be submitted to binding  arbitration  in accordance  with the  arbitration
laws of the State of California (Code of civil Procedure  sections 1280 et seq.)
and  under  the  commercial   arbitration  rules  of  the  American  Arbitration
Association  in Los  Angeles,  California,  and  judgment  on any award  entered
therein shall be entered into any court of competent jurisdiction over the party
charged by such award.

                                  ARTICLE XIII

                                   DISSOLUTION

Section 13.1. On any  dissolution  of the joint venture under this  Agreement or
applicable law, except as otherwise  provided in this Agreement,  the continuing
operation of the joint venture  business  shall be confined to those  activities
reasonably  necessary  to wind  up the  joint  venture  affairs,  discharge  its
obligation sand preserve and distribute its assets.  The valuation of the assets
for dissolution purposes shall be fixed by an audit to be performed by Robinson,
Hill & Company,  certified public  accountants,  and whose  determination of the
value of the assets shall be binding on the parties.


                                   ARTICLE XIV

                                     NOTICES

Section  15.1.  All notices to the joint  venturers  pursuant to this  Agreement
shall be in  writing  and  shall be  deemed  effective  when  given by  personal
delivery or by certified mail, return receipt requested to the address indicated
in paragraph one (1).

                                   ARTICLE XV

                                 APPLICABLE LAW

Section 16.1. To the extent not otherwise  provided in the Agreement,  the terms
of this joint venture and the  relationship of the joint venturers to each other
shall be governed by the provisions of the California  Uniform  Partnership  Act
(Corporations  Code  sections  16100 et seq.),  and any  amendments or successor
statute to that Act.

                                   ARTICLE XVI

                            MISCELLANEOUS PROVISIONS

Section 17.1.  Indemnification.  It is agreed and understood  that Stereo Vision
hereby  indemnifies  and holds harmless  Wilfield and the joint venture from any
and all claims or recourse  taken by others that may arise as they relate to the
duties,  responsibilities,  obligations  and otherwise  general  performance  of
Stereo Vision.

Section  17.2.  Amendments.  This  Agreement  may be amended only by the written
agreement of all of the joint venturers.

Section 17.3.  Counterparts.  This  Agreement may be executed in two (2) or more
counterparts,  all of which shall be considered one and the same agreement,  and
shall become  effective when one  counterpart  has been signed by each party and
delivered to the other party hereto.

Section 17.4.  Assignment.  The respective rights and obligations of the parties
to this  Agreement  may not be assigned by any party  without the prior  written
consent of the other, which consent may not be unreasonably withheld or delayed.

Section 17.5. Entire Agreement.  This Agreement constitutes the entire agreement
between the parties with  respect to the subject  matter of this  Agreement  and
supersedes all prior agreements,  oral and written,  between the parties to this
Agreement with respect to the subject matter of this Agreement.

Section  17.6.  Modification  and  Waiver.  This  Agreement  may not be amended,
modified,  or supplemented  except by written agreement in writing signed by the
party  against  which  the  enforcement  of  the  amendment,   modification,  or
supplement is sought. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision. No waiver shall
be binding unless executed in writing by the party making the waiver.

Section 17.7.  Attorney Fees. If any legal action or other proceeding is brought
to enforce the  provisions  of this  Agreement,  the  prevailing  party shall be
entitled to recover  reasonable  attorney  fees and other costs  incurred in the
action or  proceeding,  in addition to any other relief to which the  prevailing
party may be entitled.

Section  17.8.  Severability.  In the event any  provision of this  Agreement is
deemed to be invalid,  illegal,  or  unenforceable,  all other provisions of the
Agreement that are not affected by invalidity,  illegality,  or unenforceability
shall remain in full force and effect.

This  Agreement  represents  the full and  complete  understanding  of the joint
venture, replacing and superceding any other agreement between Stereo Vision and
Wilfield Productions.

IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the date
first above written.

STEREO VISION:

         STEREO VISION ENTERTAINMENT, INC., a Nevada Corporation

         By:
                  President

WILFIELD:

         WILFIELD PRODUCTIONS

         By:
                  Herky Williams

         Its:
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         By:
                  Jerry Crutchfield

         Its:
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