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                                                                   Exhibit 10.27

                              SETTLEMENT AGREEMENT

                  This Settlement Agreement (the "Agreement") is entered into
 this 28th day of January, 2004, by and between Beryl Weiner whose address is
 12401 Wilshire Blvd., Los Angeles, CA 90025, phone number (310) 207-1555
 ("Holder") and Jill Kelly Productions Holding, Inc., a Nevada corporation
 ("JKXJ"),for mutual consideration and the purposes expressed herein.

                                    RECITALS

                  WHEREAS, Jill Kelly Productions, Inc. ("JKP"), a Delaware
 corporation and a wholly owned subsidiary of JKXJ,issued a certain promissory
 note (the "Promissory Note") for $15,000 to the Holder attached hereto as
 Exhibit A and incorporated herein by reference;

                   WHEREAS, it is the desire OF JKXJ and the Holder to satisfy
the Promissory Note with the issuance of certain shares of JKXJ to the Holders;

                  NOW THEREFORE, in exchange for the mutual premises and
 consideration contained herein and for other good and valuable consideration,
 receipt of which is hereby acknowledged, it is agreed as follows:

          1. Acknowledgement of Debt. JKXJ acknowledges that it owes the Holder
Fifteen Thousand Dollars ($15,000) plus applicable interest pursuant to the
Note (the "Obligation").

          2. Series A Preferred Shares. The Obligation shall be paid in the form
of 150 Series A Preferred Shares of JKXJ (the "Preferred Shares") and 15,000
warrants (the "Warrants") to purchase common stock of JKXJ. Each Warrant
entitles the holder to purchase one share of the JKXJ's common stock at an
exercise price of $0.25 per Warrant for a period of five years from issuance. In
order to receive the Preferred Shares and the Warrants, the Holder must complete
the Subscription Agreement attached hereto at Exhibit B and the Investor
Questionnaire attached hereto as Exhibit C.

          3. Satisfaction of Note. Once the Preferred Shares and the Warrants
are issued to the Holder, the Note shall be satisfied in full and there shall be
no further obligations of JKXJ related to the Note.

          4. Release. Upon receipt of the Preferred Shares and the Warrants,
Holder releases and discharges JKXJ, and its members, affiliates, principals,
partners, employees, officers, directors, attorneys, agents, and their heirs,
executors, administrators, successors, and assigns from all actions, causes of
action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, trespasses, damages, judgments, extents, executions, claims, and
demands whatsoever, in law, admiralty or equity, known or unknown, which Holder,
its heirs, executors, administrators, successors, and assigns, ever had, now
have or hereafter can, shall or may have, for, upon, or by reason of any matter,
cause or thing whatsoever from the beginning of the world though the date
hereof.


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         5.  Miscellaneous.

                  (a) Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under applicable law, then such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement.

                  (b) This Agreement may be executed in separate counterparts,
each of which is deemed to be an original hereof, and all of which taken
together shall constitute one and the same agreement.

                  (c) Descriptive headings in this Agreement are inserted for
convenience of reference only and are not intended to be part of or affect the
meaning or interpretation of this Agreement.

                  (d) The parties hereto acknowledge that the transactions
contemplated by this Agreement and the exhibits hereto bear a reasonable
relation to the state of New York. This Agreement shall be enforced in
accordance with, and all questions regarding the construction, validity,
interpretation and purpose of this Agreement shall be governed by, the internal
laws of the state of New York, without giving effect to provisions thereof
regarding conflict of laws. Any action to enforce the terms of this Agreement
shall be brought exclusively in the state and/or federal courts situate in the
county and state of New York. Service of process in any action by either party
to enforce the terms of this Agreement may be made by serving a copy of the
summons and complaint, in addition to any other relevant documents, by
commercial overnight courier to the other party at the address set forth in this
Agreement.

                  (f) Except as otherwise provided herein, any notice provided
for in this Agreement must be in writing and must be either (a) hand delivered,
(b) mailed by registered or certified first class mail, postage prepaid with
return receipt requested, (c) sent by reputable overnight courier service for
next business morning delivery, or (d) sent by telecopy to the recipient at the
address/telecopy number below indicated:

        If to JKXJ:             Jill Kelly Productions Holdings, Inc.
                                P.O. Box 691447
                                Los Angeles, CA 90069
                                Attn.: Robert Friedland
                                Telephone: (310) 360-7900
                                Facsimile: (310) 360-7933

        With a copy to:         Gottbetter & Partners, LLP
                                488 Madison Avenue
                                New York, New York 10022
                                Attn.: Adam S. Gottbetter, Esq.
                                Telephone: (212) 400-6900
                                Facsimile: (212) 400-6901


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       If to the Holder:        to the address in the preamble

or such other address/telecopy number or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party.

                  Any notice under this Agreement shall be deemed to have been
given (i) on the date such notice is hand delivered, (ii) three (3) days after
the date of mailing if mailed by certified or registered mail, (iii) on the
business day next following the day notice is sent via overnight courier
service, or (iv) as of the beginning of the next day if such notice is sent by
telecopy.

                  (g) This Agreement embodies the complete agreement and
understanding between the parties with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements and/or
representations by or between the parties, written or oral, related to the
subject matter hereof in any way.

                  (h) No waiver of any of the provisions hereof shall be
 effective unless in writing and signed by the party to be charged with such
 waiver. No waiver shall be deemed a continuing waiver or waiver in respect of
 any subsequent breach or default, whether of similar or different nature,
 unless expressly so stated in writing.

                  (i) Each party hereto shall cooperate and shall take such
 further action and shall execute and deliver such further documents as may be
 reasonably requested by any other party in order to carry out the provisions
 and purposes of this Agreement.

                  (j) Notwithstanding any rule of law or custom to the contrary,
 neither this Agreement nor any other agreement or document collateral to or
 otherwise relating to this Agreement shall be interpreted or construed against
 any party merely by reason of the fact that such agreement or document was
 prepared by or at the direction of such party or that such party caused this
 Agreement to be drafted.

                            [Signature Page Follows]


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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the day and year first above written.


                                                 JILL KELLY PRODUCTIONS HOLDING,
                                                 INC.


                                                 By: /s/ Robert Friedland
                                                     ---------------------------
                                                     Robert Friedland, CEO

                                                     /s/ Beryl Weiner
                                                     ---------------------------
                                                     Beryl Weiner


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