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                                                                    EXHIBIT 10.1

This Production and Sound Recording/Distribution Agreement made as of August 1,
2003.

BETWEEN:

         RYAN J. TUNNICLIFFE, a musician and music producer residing at 345 West
         11th Avenue, Vancouver, BC, Canada ("Licensor")

AND:

         SOUND REVOLUTION INC., a company registered pursuant to the laws of the
         State of Delaware, with an office in British Columbia at 1904 West 16th
         Avenue, Vancouver, BC, V6J 2M4 ("Licensee")

WHEREAS:

         A.       Licensor owns or controls all licensing rights with respect to
                  the master recordings embodying the performances of the
                  Licensor listed on Schedule "A" attached hereto and
                  incorporated herein (the "Licensed Performances") throughout
                  the Universe (the "Licensed Territory"); and
         B.       Licensor is in the position and wishes to grant to Licensee
                  all rights to produce and distribute the Licensed Performances
                  for the purpose of manufacturing, promoting, advertising,
                  distributing and selling such Licensed Performances;

NOW THEREFORE, in consideration of the foregoing and of mutual promises herein
contained, it is agreed,

         1.       GRANT

                  (a)      Subject to Licensee's complete compliance with the
                           provisions hereof, and Licensor's receipt of the
                           advance described in subparagraph 5(a)(ii) below,
                           Licensor hereby grants Licensee exclusive to License
                           during the Term (as defined in Paragraph 2 below) and
                           non-exclusive to License during the Extended Term (as
                           defined in Paragraph 3 below), the following rights
                           to the Licensed Performances in the Licensed
                           Territory:
                           i.       The right to use the Licensed Performances
                                    in unlimited number and forms of CD, CD-Rom,
                                    digital disc, album, tape, downloads for the
                                    Internet, and in a soundtrack and musical
                                    score in a film, video, streaming media
                                    video, DVD, television series or video game,
                                    as an additional feature to be sold with a
                                    video, DVD, or other multi-media formats,
                                    all in any and all formats whatsoever (the
                                    "Uses");

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                           ii.      The right to publish, synchronize,
                                    manufacture, advertise, sell, license and
                                    distribute the Licensed Performances for any
                                    of the Uses;
                           iii.     The right to use the names, likenesses and
                                    biographies of the Artist in connection with
                                    the manufacturing, promoting, distributing,
                                    marketing, licensing or selling the Licensed
                                    Performances for any of the Uses.

         2.       TERM

                  (a)      The term shall be 6 months exclusive from the date of
                           this agreement;
                  (b)      The Extended Term shall be 6 years non-exclusive
                           beginning from the expiration of the exclusive Term;
                  (c)      The Licensee shall have the option to renew the
                           Extended Term for an additional 6 years non-exclusive
                           by sending a cheque in the amount of $1,500 (CDN) to
                           the Licensor at his address listed above prior to the
                           expiry of the first 6 year Extended Term.

         3.       DELIVERY

                  (a)      Within 10 days of signing this agreement, Licensor
                           shall deliver all of the Licensed Performances in wav
                           and CD formats, along with artwork for a CD and one
                           web page;

         4.       ROYALTY/ADVANCE

                  (a)      The Licensor shall receive an advance of $400.00
                           (CDN) upon signing of this agreement.
                  (b)      The Licensor shall receive no royalty for revenues
                           received by the Licensee for the exploitation of the
                           Licensed Performances during the Term except that for
                           sales of CDs online featuring the Licensed
                           Performances, the Licensor shall receive a royalty of
                           20% of the sale price;
                  (c)      the Licensor shall receive a royalty of 30% for the
                           exploitation of the Licensed Performances during the
                           Extended Term and any renewal of the Extended Term.

         5.       RIGHTS HOLDBACK

                  (a)      Licensor reserves the following rights from the grant
                           of rights of the Licensed Performances:
                           i.       Licensor has licensed the use of
                                    "Dysfunctional Dub" to Reynaldo Neito for
                                    use in his short film tentatively entitled
                                    "Spore"
                           ii.      Licensor has licensed the use of "Hurry `n'
                                    Holler" and "Vandella" to Paolo Di Persico
                                    for the documentary tentatively entitled,
                                    "Racism, Religion and Music - In the South".

         6.       REPRESENTATIONS OF THE LICENSOR

                  (a)      Licensor represents that he has all necessary
                           authorization to enter into this agreement, and that
                           the Licensed Performances were recorded and otherwise
                           prepared exclusively by the Licensor and the Licensor
                           owns all copyright and is the sole creator of the
                           Licensed Performances.

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         7.       ASSIGNMENT

                  (a)      This agreement, or any portion of it, may be assigned
                           by Licensee to any party or entity upon sending
                           written notice to the Licensor.

         8.       DUTY TO INFORM

                  (a)      Licensor shall inform Licensee of all rights licensed
                           of the Licensed Performances in the Territory during
                           the Extended Term; (b) Licensee shall inform Licensor
                           of all rights licensed of the Licensed Performances
                           in the Territory during the Term and Extended Term.

         9.       FURTHER AGREEMENT

                  (a)      Licensor agrees to sign all further documents
                           necessary to effect the terms of this agreement.
                  (b)      Licensor and Licensee acknowledge this is a short
                           form agreement and both parties will work towards
                           signing a long form agreement which shall replace
                           this short form agreement.

THE FOREGOING IS AGREED TO BY BOTH PARTIES.


/s/  Ryan Tunnicliffe
----------------------
Ryan Tunnicliffe


SOUND REVOLUTION INC.  per:

/s/ Penny Green
------------------
Penny O. Green, an authorized signatory


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Schedule "A" to the Agreement between Ryan Tunnicliffe and Sound Revolution Inc.
dated August 1, 2003

                  1.       Dysfunctional Dub
                  2.       Rock It Beat
                  3.       Hurry `n' Holler
                  4.       Bambina Delicious
                  5.       Kink
                  6.       I am a machine
                  7.       Vandella


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