EXHIBIT 10.1

                               SERVICES AGREEMENT

This Agreement, effective this 8th day of February, 2000, is entered into by and
between E*TWOMEDIA.COM ("Client"),  with the mailing address of 505 Park Avenue,
New York, New York 10022, and James Henderson  ("Consultant"),  with the mailing
address of 61A South Audley Street, London W1Y 5FB.

1.   SERVICES. Client desires, and Consultant is willing to provide services for
     E*TwoMedia.com,  of the nature and type requested by Client in the areas of
     Consultant's  practice and expertise,  during the term described below (the
     "Services").  Upon the  reasonable  request  of  Client,  Consultant  shall
     provide Client with future Services pursuant to the terms and conditions of
     this Agreement.  Consultant shall include providing general and specialized
     consulting  within  the  information  technology  sector,  within  the data
     encyption and data  compression  sector pursuant to a written  agreement on
     file at the office of E*twoMedia.com.

2.   INDEPENDENT  CONTRACTOR.  Individuals who perform Services for or on behalf
     of  Consultant  to Client,  shall be  considered  the agents,  consultants,
     contractors or employees of Consultant. The relationship between Consultant
     and Client is solely one of independent contractor.  Consultant is entitled
     to  perform  the  Services  required  herein  through  the  use of his  own
     personnel.  Nothing  herein shall be construed or  interpreted  to deem the
     relationship  between  Client  and  Consultant  to be an  employer/employee
     relationship.  Consultant shall be responsible for all contract obligations
     he may have with his personnel  with any fringe  benefits to which they may
     be entitled by reason of being  personnel of Consultant.  Consultant  shall
     also be  responsible  for  withholding  payroll  taxes  from the  wages and
     salaries  paid  to his  personnel  and the  payment  of all  payroll  taxes
     relating to their  employment  to  government  agencies  and shall  provide
     workman's  compensation  insurance,  unemployment  insurance  and any other
     insurance required by statute.

3.   CHARGES FOR SERVICES.  In consideration for the Services,  Client agrees to
     pay to Consultant the sum of Nine  Hundredand and Fifty Thousand  (950,000)
     shares of the common stock of Client,  which shall be issued to  Consultant
     as soon as  practical  following  execution  hereof,  free and clear of all
     liens, encumbrances and restrictions as provided in Section 4 hereof.

4.   S-8  REGISTRATION.  Client agrees to file a registration  statement on Form
     S-8 with the  securities  &  Exchange  Commission,  registering  all shares
     payable  hereunder  to  Consultant.  Said  filling  shall  occur as soon as
     practical  after the shares have been issued to Consultant,  and Consultant
     agrees to cooperate in full with Client in making such filing.

5.   INABILITY  TO  PERFORM.  Consultant  and Client  shall not be  required  to
     perform their respective obligations under this Agreement, or be liable for
     their  failure to perform  for delay in  performance  of their  obligations
     hereunder if such performance is prevented,  hindered, or delayed by reason
     of any cause beyond the reasonable  control of the other party,  including,
     without limitation,  any labor dispute,  personal illness or injury, act of
     God, or regulation or order of any government authority.  If performance is
     not possible for thirty (30) consecutive  days,  either party can terminate
     and the verifiable  fees and costs owed Consultant by Client shall become a
     lien against the assets of Client.

6.   TERM AND TERMINATION. This Agreement shall be effective upon the date first
     written above and shall continue in effect for six (6) months thereafter or
     until  terminated by either party upon giving the other party not less than
     thirty (30) days prior written notice of  termination;  provided,  however,
     Services being provided at the time of termination  shall continue pursuant
     to the terms of this  Agreement  until  completed.  This  Agreement  may be
     terminated  by either party in the event of the refusal or inability of the
     other party to perform  hereunder as provided in Section 5, or in the event
     of the breach of any  obligation  under this  Agreement by the other party.
     Such  termination  upon breach shall be made by written notice to the other
     party and shall  become  effective  ten (10) days  after  delivery  of such
     notice, provided the defaulting party has not cured any such default to the
     satisfaction  of the other party  within  said ten (10) day period.


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7.   MISCELLANEOUS.

(a)  Unless  otherwise  stated,  all  notices,   demands,   payments  and  other
     communications  equired  or  permitted  to be given  hereunder  shall be in
     writing  and shall be deemed to have  been  given on the date  delivery  is
     acknowledged,  and shall be made only by recognized courier service,  or by
     U.S.  Mail,  registered  or certified,  postage,  prepaid,  return  receipt
     requested,  to the  address of each  party set forth in the  heading of the
     agreement,  or to such other  address  as either  party may  substitute  by
     written notice to the other party.

(b)  This  Agreement  shall be  binding  on,  and inure to the  benefit  of, the
     parties hereto and heir respective heirs, legal representatives, successors
     or assigns.  Neither party shall assign its obligations  hereunder  without
     the express written consent of the other party.

(c)  The captions used in this Agreement are for purposes of identification only
     and are not to be used tconstrue any of the terms of the Agreement.

(d)  This Agreement may be executed as a single  document  bearing all necessary
     signatures  or  may  be  executed   simultaneously   in  two  (2)  or  more
     counterparts,  each of which shall be deemed an  original  and all of which
     together shall constitute one and the same instrument.

(e)  This Agreement  constitutes the entire Agreement and understanding  between
     the parties hereto and integrates all prior  negotiations,  discussions and
     agreements  between them. No  modifications  of the terms of this Agreement
     shall be valid unless in writing and signed by an authorized representative
     of each party hereto (or their successors).

(f)  If any provision of this Agreement shall be held to be invalid,  illegal or
     unenforceable,  the validity, legality, and enforceability of the remaining
     provision shall not in any way be affected or impaired thereby.

(g)  This Agreement shall be governed by and  interpreted  under the laws of the
     State of Nevada.



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

CLIENT:                                                  CONSULTANT:
E* TWOMEDIA.COM                                          JAMES HENDERSON



By:  /s/ Danial Jefferies
     -------------------------
Its: President

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