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EXHIBIT 10.1


                                LICENSE AGREEMENT

This License Agreement is effective as of February 27, 2001 , by and between
Omni Short Film Distribution of 2425 Purdue Avenue, Suite 202, Los Angeles,
Calfornia 90064 and Bentley Communications Corp., a Florida corporation having
its principal place of business at 9800 South Sepulveda Boulevard, Suite 625,
Los Angeles, California, 90045.

1.       Definitions.

     "Agreement" means this licensing agreement only.

     "Film Library" means the entire short film library owned by Omni Short Film
     Distribution (list of which is attached to this agreement under Schedule
     A).

     "Confidential Information" means information relating to either party's
     product plans, trade secrets, designs, costs, prices, finances, marketing
     plans, business opportunities, personnel, research, or development; any
     information designated by the disclosing party as confidential in writing
     or, if disclosed orally, reduced to writing and designated as confidential
     within thirty (30) days; and the terms and conditions of this Agreement.
     "Confidential Information", excludes information that: (1) is now or
     subsequently becomes generally available to the public; (2) can
     demonstrated to have been rightfully in possession prior to disclosure, or
     without obligation of confidentiality; (3) is independently developed
     without material reference to the other party's "Confidential Information";
     or (4) is rightfully obtained from a third party who has the right to
     transfer or disclose it.

     "Effective Date" means the effective date of this agreement.

     "Additions" means any additions to the Short Film Library that Omni Short
     Film Distribution may add.

2.   License Grant. In consideration of the terms and conditions set forth in
     the Agreement and the issuance of 200,000 common shares of Bentley
     Communications Corp., with a deemed value of $0.10 per share, to be issued
     to Omni Short Film Distribution or its nominees, and subject to Rule 144 of
     the Securities and Exchange Act of 1933, Omni Short Film Distribution
     hereby grants to Bentley Communications Corp. a non-exclusive world-wide
     right and license to exhibit and to utilize fully, on any of Bentley's
     websites or the websites of Bentley's subsidiaries, the Film Library.

3.   Ownership. All right, title and interest in the Film Library is retained by
     Omni Short Film distribution

4.   Independent Development. Nothing in this Agreement will impair either
     party's right to independently acquire, license, develop, manufacture or
     distribute for itself, or have others independently develop, manufacture or
     distribute for it, similar films performing the same or similar functions
     as the films contemplated by this Agreement, or to market and distribute
     such similar films in addition to, or in lieu of, the films set forth in
     this Agreement.

5.   Warranty. Omni Short Film Distribution, at Omni Short Film Distribution's
     expense, and at Bentley Communications Corp.'s option, will either promptly
     repair or replace defective products. Omni Short Film Distribution
     represents and warrants that the Film Library does not infringe any
     intellectual property rights of any third party anywhere in the world.
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6.   Indemnity. (1) Omni Short Film Distribution will, at their expense, defend
     any claim or action brought against Bentley Communications Corp. to the
     extent it is based on a claim that the product provided under this
     Agreement, as used within the scope of the license granted by Omni Short
     Film Distribution, infringe or violate any patent, copyright, trademark,
     trade secret or other proprietary right of a third party, and Omni Short
     Film Distribution will indemnify and hold Bentley Communications Corp.
     harmless from and against any cost, damages, and fees reasonably incurred
     by Bentley Communications Corp., including but not limited to fees of
     attorneys and other professionals, that are attributable to such claim; (2)
     provided that (i) Bentley Communications Corp. gives Omni Short Film
     Distribution reasonably prompt notice in writing of any such claim or suit
     and permits Omni Short Film Distribution, through counsel of its choice, to
     answer the charge of infringement and defend such claim or suit; (ii)
     Bentley Communications Corp. provides Omni Short Film Distribution
     information, assistance and authority, at Omni Short Film Distribution's
     expense, to enable Omni Short Film Distribution to defend such claim or
     suit, and (iii) Omni Short Film Distribution will not be responsible for
     any settlement made by Bentley Communications Corp. without Omni Short Film
     Distribution's permission. (3) If Omni Short Film Distribution agrees to
     settle the claim or suit, both Omni Short Film Distribution and Bentley
     Communications Corp. agree not to publicize the settlement nor to permit
     the party claiming infringement to publicize the settlement unless both
     party's to the Agreement agree otherwise in writing.

7.   DISCLAIMER. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
     INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF OR
     FAILURE TO PERFORM UNDER THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN
     ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDIRECT DAMAGES
     ARISING FROM A CLAIM THAT GAME INFRINGES OR VIOLATES ANY INTELLECTUAL
     PROPERTY RIGHTS OF A THIRD PARTY.

8.   Nondisclosure and Nonuse of Confidential Information. Each party agrees to
     use the same degree of care that it uses to protect its own confidential
     and proprietary information of similar importance, to prevent the
     unauthorized use, disclosure, publication or dissemination of the other
     party's Confidential Information. Either party may disclose Confidential
     Information if required by any judicial or governmental request,
     requirement or order; provided that the disclosing party will take
     reasonable steps to give the other party sufficient prior notice in order
     to contest such request, requirement or order by notifying the discloser of
     such request.

9.   Term. The term of this Agreement will commence as of the Effective Date and
     continue for three (3) years.

10.  Termination for Cause By Either Party. Either party may suspend its
     performance and/or terminate this Agreement if the other party is in
     material breach of any warranty, term, condition or covenant of the
     Agreement, and fails to cure that breach within thirty (30) days after
     written notice of that breach and of the first party's intention to so
     suspend its performance.

11.  Effect of Termination. Upon any termination of this Agreement or any
     provision thereof, the rights and obligations of the parties with respect
     to sections 1, 3, 8, 12-28 will survive such termination.

12.  Return of Confidential Information. Upon any termination of this Agreement,
     each party will certify the destruction of any Confidential Information
     belonging to the other party, including any copies thereof, with ten (10)
     business days.

13.  Dispute Resolution Coverage. Any dispute between the parties with respect
     to this Agreement shall be submitted for structured negotiation and, if
     necessary, a mini-trial pursuant to the Agreement. The commencement, and
     any resolution reached as a result, of any dispute resolution pursuant to
     the Agreement shall be considered Confidential Information to be held in
     confidence by both parties pursuant to the Agreement.
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14.  Structured Negotiation. For appropriate issues as set forth in the
     preceding paragraph, either party may invoke this procedure by giving
     written notice to the other party designating a corporate officer with
     appropriate authority to be its representative in negotiations relating to
     the dispute.

         (i) Upon receipt of such notice, the other party shall, within five (5)
         working days, designate a corporate officer with similar authority to
         be its representative.

         (ii) The designated officers shall, following whatever investigation
         each deems appropriate, promptly, but no later than thirty-five (35)
         days after the original notice, enter into discussions concerning the
         dispute.

         (iii) If, within forty-five (45) days, the dispute is not resolved as a
         result of such discussions, either party may request the commencement
         of a mini-trial pursuant to the Agreement.

15.  Mini-Trial. Any dispute not resolved by structured negotiation, will be
     resolved by a mini-trial. A party may commence a mini-trial by written
     notice to the other party. The mini-trial shall commence within thirty (30)
     business days of receipt of such notice by the other party. The mini-trial
     will be held before a judge mutually agreed to by the parties; no jury will
     be involved in the mini-trial. Each party shall have a maximum of three (3)
     days each to do discovery, which shall consist of document discovery and
     the taking of depositions. The Federal Rules of Evidence for procedure and,
     except as limited by this Agreement, discovery shall apply. The mini-trial
     shall take place in one (1) day in San Francisco, California. Each party
     shall pay the fees of its own attorneys and the expenses of its witnesses.
     All other costs and expenses of the mini-trial shall be borne equally by
     the parties. The decision of the judge shall be final and binding with
     respect to both parties. The decision may be enforced by either party in a
     court of competent jurisdiction.

16.  Force Majeure. Neither party shall be liable for any failure or delay in
     its performance under this Agreement due to causes, including, but not
     limited to, acts of God, acts of civil or military authority, fires,
     epidemics, floods, earthquakes, riots, wars, sabotage, labor shortages or
     disputes, and governmental actions, which are beyond its reasonable
     control; provided that the delayed party: (i) gives the other party written
     notice of such cause promptly, and in any event within fifteen (15) days of
     discovery thereof; and (ii) uses its reasonable efforts to correct such
     failure or delay in its performance. The delayed party's time for
     performance or cure under this Section 10.1 shall be extended for a period
     equal to the duration of the cause or sixty (60) days, whichever is less.

17.  Relationship of Parties. Omni Short Film Distribution and Bentley
     Communications Corp. are independent parties. Each party will determine, in
     its sole discretion, the manner and means by which its obligations under
     this Agreement are accomplished, subject to the express condition that each
     will at all times comply with applicable law.

18.  Assignment. The rights and liabilities of the parties hereto will bind and
     inure to the benefit of their respective successors, executors and
     administrators, as the case may be; provided that Omni Short Film
     Distribution may not assign or delegate its obligations under this
     Agreement either in whole or in part, without the prior written consent of
     Bentley Communications Corp. Any attempted assignment in violation of the
     provisions of this Agreement will be void.

19.  Equitable Relief. Because Omni Short Film Distribution and Bentley
     Communications Corp. will have access to and become acquainted with
     confidential and proprietary information of the other party, the
     unauthorized use or disclosure of which would cause irreparable harm and
     significant injury which may be difficult to ascertain and which may not be
     compensable by damages alone, each party agrees that the other party will
     have the right to enforce this Agreement and any of its provisions by
     injunction, specific performance or other equitable relief without
     prejudice to any other rights and remedies that each party may have for the
     other party's breach of this Agreement.

20.  Severability. If for any reason a court of competent jurisdiction finds any
     provision of this Agreement, or portion thereof, to be void, invalid, or
     unenforceable, that provision of the Agreement shall be enforced to the
     maximum extent permissible so as to effect the intent of the parties, and
     the remainder of this Agreement shall continue in full force and effect.
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21.  Notices. All notices required or permitted under this Agreement shall be in
     writing, reference this Agreement and be deemed given when: (i) delivered
     personally; (ii) when sent by confirmed telex or facsimile; (iii) five (5)
     days after having been sent by registered or certified mail, return receipt
     requested, postage prepaid; or (iv) one (1) day after deposit with a
     commercial overnight carrier, with written verification of receipt. All
     communications will be sent to the addresses set forth below or such other
     address designated pursuant to this Agreement:

         For Omni Short Film Distribution     For Bentley Communications Corp.

         2425 Purdue Avenue, Suite 202        9800 S. Sepulveda Blvd, Suite 625
         P.O. Box 64397                       Los Angeles, CA  90045
         Los Angeles, CA  90064

22.  No Waiver. Failure by either party to enforce any provision of this
     Agreement shall not be deemed a waiver of future enforcement of that or any
     other provision.

23.  No Rights in Third Parties. This Agreement is made for the benefit of Omni
     Short Film Distribution and Bentley Communications Corp. and their
     respective subsidiaries and affiliates, if any, and not for the benefit of
     any third parties.

24.  Counterparts. This Agreement may be executed in one or more counterparts,
     each of which will be deemed an original, but all of which will constitute
     but one and the same instrument.

25.  Headings and References. The headings and captions used in this Agreement
     are used for convenience only and are not to be considered in construing or
     interpreting this Agreement.

26.  Construction. This Agreement has been negotiated by the parties and their
     respective counsel. This Agreement will be fairly interpreted in accordance
     with its terms and without any strict construction in favor of or against
     either party.

27.  Export. Neither party shall export, re-export or transfer, whether directly
     or indirectly, Confidential Information or other technical data under this
     Agreement without first obtaining a license from the United States
     Department of Commerce or any other agency or department of the United
     States Government, if required.

28.  Entire Agreement and Governing Law. This Agreement constitutes the entire
     agreement with respect to the subject matter hereof and supersedes all
     prior or contemporaneous oral or written agreements concerning such subject
     matter. This Agreement may not be amended except by the written agreement
     signed by authorized representatives of both parties. This Agreement will
     be governed by and construed in accordance with the laws of the State of
     California, excluding that body of California law concerning conflicts of
     law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives:

Omni Short Film Distribution                    Bentley Communications Corp.

BY:                                             BY:


/s/ Linda Cavato                                /s/ Gordon F. Lee
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Signature                                       Signature

NAME:  Linda Cavato                             NAME:  Gordon F. Lee

TITLE:  President                               TITLE:  President