DOMINIX, INC.
                               40 MARQUETTE DRIVE
                            SMITHTOWN, NEW YORK 11787

                                                                DECEMBER 8, 2003
Alan Cohen
100-1510 Daly Boulevard
Oceanside, NY 11572

Dear Alan:

This letter sets forth the agreement regarding your employment (the "Agreement")
with Dominix, Inc. (the "Company"), a Delaware corporation that comprises the
businesses of its two recently acquired wholly- owned subsidiaries Jade
Entertainment Group, Inc., a New York corporation ("Jade") and MarketShare
Recovery, Inc., a New York corporation ("MSR")(the "Business"), upon the terms
and conditions set forth herein.

START DATE:                            December 8, 2003

EMPLOYMENT        TERM:  The term will be for a period of two (2) years  through
                  December 8, 2005  ("Initial  Term")  provided that the Initial
                  Term  may  be  automatically   extended  for  up  to  two  (2)
                  additional  twelve  month  periods  unless  either party gives
                  written  notice to the other to not proceed  with such renewal
                  at least thirty (30) days prior to the  expiration of the then
                  existing term (the "Renewal Term").

                  Either the Company or you may terminate your employment during
                  the Initial Term or any Renewal  Term for any reason,  with or
                  without Cause,  provided however,  you agree to deliver to the
                  Company written notice of such termination at least sixty (60)
                  days prior to your last date of employment.

TITLE AND DUTIES: You  will be  employed  in the  position  of  Chief  Financial
                  Officer of the Company  working from the  headquarters of Jade
                  presently   located  at  95  Broadhollow  Road  -  Suite  101,
                  Melville,  New York  11747,  or at such other New York City or
                  Long  Island  address as the  Company  shall  designate.  Your
                  duties  and   responsibilities   shall  be  on  a  substantial
                  full-time  basis until April 1, 2004 ("Interim  Period"),  and
                  thereafter  (unless  sooner) on a full-time basis and shall be
                  subject, at all times, to the direction and supervision of the
                  Company's  Chief Executive  Officer and President,  as well as
                  its Board of Directors ("Board").  Your responsibilities shall
                  include (i)  maintaining the books and records of the Company,
                  its  subsidiaries  and affiliates in accordance with generally
                  accepted  accounting  principles;   (ii)  preparing  financial
                  statements and related notes, including balance sheet and cash
                  flow  statements,   for  the  Company,  its  subsidiaries  and
                  affiliates  on a  quarterly  basis and on an annual  basis and
                  participating  in the preparation of the Company's  filings on
                  form  10-QSB  and  10-KSB  with the  Securities  and  Exchange
                  Commission and otherwise  assuring  compliance by the Company,
                  its subsidiaries  and affiliates with financial  disclosure as
                  required under the federal and state  securities  laws;  (iii)
                  provide senior  management  with written reports on an interim
                  basis  as  requested  regarding  accounts  payables,  accounts
                  receivables,  bank  reconciliation,  and  similar  reports and
                  implement procedures for collections of accounts  receivables;
                  (vi) implementation of billing system for sending bills to and
                  collection   payments  on  a  timely  basis  from   retailers,
                  distributors,  licensors  etc.  who  purchase,  distribute  or


                                       1
<PAGE>

                  license  the  Company  or  its   subsidiaries  or  affiliates'
                  products;   (v)  participate  in  the  analysis  of  potential
                  acquisition,   joint  venture,  merger  and  similar  type  of
                  transactions for the Company, its affiliates and subsidiaries;
                  (vi)  participate in providing  financial  information for the
                  raising  of  capital  for  the  Company,  its  affiliates  and
                  subsidiaries operations;  (vii) participate in the preparation
                  of  financial  planning  and  budgets  for  the  Company,  its
                  subsidiaries and affiliates,  and (vi) to carry out such other
                  matters of a similar nature as directed by the Company's Chief
                  Executive Officer, its President, or a member of its Board.

BASE SALARY:      During  the  Interim  Period  you will be paid on the basis of
                  $3000 per month, and thereafter  during each monthly period of
                  the Initial Term and any Renewal Term, you will be paid a base
                  salary  of  $70,000  per  anum  ("Base  Salary"),  payable  in
                  accordance with the Company's normal payroll  practice,  which
                  is  presently  bi-weekly.  You  will  also  be  entitled  to a
                  discretionary  year-end bonus in accordance with "Compensation
                  Reviews" set forth below.

STOCK GRANT:      The  Company  shall  also  grant to you One  Hundred  Thousand
                  (100,000)  shares of  restricted  common  stock of the Company
                  (the  "Grant")  vesting  and  deliverable   according  to  the
                  following schedule: 20,000 shares vesting and deliverable upon
                  mutual  execution  by you and the  Company of this  Agreement,
                  20,000  shares each  vesting  and  deliverable  following  the
                  completion of six months,  twelve months,  eighteen months and
                  twenty-four  months.  You need to be  employed  at the time of
                  vesting in order for the Shares to be delivered.

COMPENSATION
 REVIEWS:         Base Salary and bonus  reviews shall be performed no less than
                  annually on each anniversary of your Start Date. Any increases
                  in Base Salary or granting  of cash  bonuses  shall be made in
                  the Company's  discretion on the appropriate  anniversary date
                  by the Company's Board of Directors (or Compensation Committee
                  if so formed),  pursuant to both the  Company's  guidelines as
                  they  exist  from  time to  time,  and the  Company's  overall
                  financial, as well as your individual performance.

SEVERANCE:        In the event that your employment is terminated  without Cause
                  by the  Company,  you  shall be  entitled  to three  (3) month
                  severance at the rate provided by your Base Salary.

BENEFITS:         You will be eligible to participate  in any  management  bonus
                  plan and  entitled  to such  benefits,  health  insurance  and
                  vacation  which  are,  or will be,  provided  to other  senior
                  executives of the Company.

EXPENSES:         You  will  be  reimbursed   upon   submission  of  appropriate
                  documentation  for all reasonable  expenses  including  travel
                  (local and out of town) incurred by you in the  performance of
                  your employment  hereunder,  provided however,  that you shall
                  not incur any such  expenses  in  excess of $500  without  the
                  prior written  consent of the Chief  Executive  Officer or the
                  President.


                                       2
<PAGE>

TERMINATION:      (a)   Your employment shall terminate upon the first to occur
                        of the following:

                  (1)   The  expiration  of the Initial Term or any Renewal Term
                        specified above.

                  (2)   Upon  your (i)  death or (ii)  permanent  disability  or
                        incapacity.

                  (3)   For Cause. The Company shall have the right to terminate
                        your  employment  upon  twenty-four  (24) hours' written
                        notice  to  you  For  Cause.   The   grounds   for  such
                        termination For Cause shall be:

                        (i)   a material,  uncured  breach of your  agreement of
                              employment hereunder,  including,  but not limited
                              to   a   violation    of   any    non-competition,
                              non-solicitation  or  confidentiality   provisions
                              hereinafter set forth,

                        (ii)  Your arrest for fraud, embezzlement,  bribery, act
                              of moral turpitude or any felonious offense (other
                              than  strictly a motor  vehicle  matter,  provided
                              that a conviction for a motor vehicle matter other
                              than  a  minor  traffic   violation,   constitutes
                              grounds for termination For Cause); or

                        (iii) Your commission of any act of fraud, dishonesty or
                              negligence in connection  with the  performance of
                              your duties as an employee of the Company; or

                        (iv)  Your  willful  and  repeated  failure  or  refusal
                              (unremedied  after five (5) business  days written
                              notice  from  the  Company  of  such   failure  or
                              refusal)    to    perform    your    duties    and
                              responsibilities   as  are   established   by  the
                              Company's Board of Directors (or Audit Committee),
                              from time to time.

                  (4)   Upon  written  notice from either the  Company,  or you,
                        which  notice if  delivered  by you shall be received by
                        the  Company  no less than  sixty (60) days prior to the
                        date of  termination  and if  delivered  by the Company,
                        shall be  received  by you no less than thirty (30) days
                        prior to the date of termination.

                  (b)   Except as otherwise stated in "Severance"  above, if you
                        are  terminated  for Cause,  the  Company  shall have no
                        further  financial or other obligations to you following
                        the last date of employment.

AGREEMENT
 NOT TO COMPETE:  In  consideration  of the  above,  you agree  that  during the
                  Initial Term or any Renewal  Term,  and for twelve (12) months
                  following the  expiration of such term or earlier  termination
                  of your  employment,  you shall not either for  yourself or on
                  behalf  of  any  other  person,  partnership,  corporation  or
                  entity,  directly or  indirectly  or by action in concert with
                  others:


                                       3
<PAGE>

                  (a)   interfere  with  any of  the  Company's  or its  parent,
                        affiliates' or its subsidiaries'  relationships with, or
                        endeavor  to employ or entice  away from the  Company or
                        its parent,  affiliates or its subsidiaries,  any person
                        who,  at any time on or after  the  date  hereof,  is or
                        shall  be an  employee  of the  Company  or its  parent,
                        affiliates  or its  subsidiaries  or  under  some  other
                        contractual  relationship  with the  Company,  interfere
                        with or seek to  adversely  alter the  Company's  or its
                        parent,  affiliates  or its  subsidiaries'  relationship
                        with,  solicit  or  divert  any  supplier,  licensee  or
                        distributor of the Company or its parent,  affiliates or
                        its subsidiaries; or

                  (b)   seek or obtain  employment with, or provide services to,
                        any party that has in the past twelve (12) months had an
                        agreement,  or engaged in any business  transaction of a
                        material nature with the Company.

PROPERTY RIGHTS:  With respect to information, inventions and discoveries or any
                  interest in any copyright  and/or  property  right  developed,
                  made or conceived of by you,  either alone or with others,  at
                  any time during your  employment by the Company and whether or
                  not within  working hours (and written six months  thereafter)
                  arising out of such  employment  or  pertinent to any field of
                  business  or research in which,  during such  employment,  the
                  Company is engaged or (if such is known to or ascertainable by
                  you) is considering engaging, you agree:

                  (a)   that all such information, inventions and discoveries or
                        any  interest in any  copyright  and/or  other  property
                        right,  whether or not patented or patentable,  shall be
                        and  remain  the  exclusive  property  of  the  Company,
                        whether  or not it is  protected  or  protectible  under
                        applicable patent, trademark, service mark, copyright or
                        trade  secret  laws which  shall be deemed work made for
                        hire as defined in Section 101 of the Copyright  Act, 15
                        U.S.C.  Section 101. If it is  determined  that any such
                        works are not works made for hire,  you hereby assign to
                        the  Company  all of your  right,  title  and  interest,
                        including  all rights of  copyright,  patent,  and other
                        intellectual   property  rights,  to  or  in  such  work
                        product;

                  (b)   to disclose promptly to an authorized  representative of
                        the  Company  all  such   information,   inventions  and
                        discoveries or any copyright and/or other property right
                        and all  information  in your  possession as to possible
                        applications and uses thereof;

                  (c)   not to file any patent application  relating to any such
                        invention  or  discovery  except with the prior  written
                        consent of an authorized  officer of the Company  (other
                        than yourself);

                  (d)   that you hereby waive and release any and all rights you
                        may  have in and to  such  information,  inventions  and
                        discoveries  and hereby assign to the Company and/or its
                        nominees  all of your right,  title and interest in them
                        and all your  right,  title and  interest in any patent,
                        patent  application,  copyright or other  property right
                        based  thereon.  You hereby  irrevocably  designate  and
                        appoint  the  Company  and each of its  duly  authorized
                        officers  and agents as your agent and  attorney-in-fact
                        to act for you and in your  behalf  and stead to execute
                        and  file  any  document  and to do all  other  lawfully
                        permitted acts to further the prosecution,  issuance and
                        enforcement  of any  such  patent,  patent  application,
                        copyright  or other  property  right with the same force
                        and effects as if executed and delivered by you; and


                                       4
<PAGE>

                  (e)   at the request of the  Company,  and without  expense to
                        you, to execute  such  documents  and perform such other
                        acts as the Company deems necessary or appropriate,  for
                        the Company to obtain  patents on such  inventions  in a
                        jurisdictions  designated by the Company,  and to assign
                        to the Company or its designees such  inventions and any
                        and  all  patent   applications   and  patents  relating
                        thereto.

CONFIDENTIALITY:  With respect to the  information,  inventions and  discoveries
                  referred  to  above  and  also  with   respect  to  all  other
                  information, whatever its nature and form and whether obtained
                  orally,  by observation,  from Materials (as defined below) or
                  otherwise  (except  such  as is  generally  available  through
                  publication),  obtained by you and relating to any  invention,
                  improvement,    enhancement,   product,   know-how,   formula,
                  software,  process,  apparatus,  design, drawings, codes, data
                  printouts, magnetic tapes and disks, recordings, marketing and
                  sales  programs,  financial  projections,   concept  or  other
                  creation,  or to any  use of any  of  them,  or to  materials,
                  tolerances,    specifications,   costs   (including,   without
                  limitation,  manufacturing costs), pricing formulae, or to any
                  plans  of  the  Company,  or to  any  other  trade  secret  or
                  proprietary  information  of  the  Company,   related  to  the
                  Business  and  operations  of the  Company  or  the  Company's
                  customers,    strategic    alliances,    licensors,    parent,
                  subsidiaries and affiliates, you agree:

                  (a)   to hold all such information, inventions and discoveries
                        which have not  otherwise  become  public  knowledge  in
                        strict  confidence  and  not  to  publish  or  otherwise
                        disclose  any thereof to any person or entity other than
                        the Company except with the prior written  consent of an
                        authorized  officer of the Company or as may be required
                        by law;

                  (b)   to take all  reasonable  precautions  to assure that all
                        such   information,   inventions  and   discoveries  are
                        properly protected from access by unauthorized persons;

                  (c)   to  make  no use of nor  exploit  in any  way  any  such
                        information,  invention or discovery  except as required
                        in the  performance  of your  employment  duties  of the
                        Company; and

                  (d)   upon  termination of your employment by the Company,  or
                        at any time upon request of the  Company,  to deliver to
                        it all Materials (as defined below) and all  substances,
                        models, software,  prototypes and the like containing or
                        relating   to  any  such   information,   invention   or
                        discovery, all of which Materials (as defined below) and
                        other things shall be and remain the exclusive  property
                        of the Company.


                                       5
<PAGE>

                  For purposes of this Agreement, the term "Materials" includes,
                  without  limitation,   letters,  memoranda,   reports,  notes,
                  notebooks,  books of  accounts,  drawings,  prints,  marketing
                  materials,   product   designs,   specifications,    formulae,
                  software, data printouts,  microfilms, e-mails, magnetic tapes
                  and disks and other  documents and  recordings,  together with
                  all copies, excerpts and summaries, thereof.

INDEMNITY:        You shall be indemnified for all claims, liabilities, damages,
                  losses,  costs and expenses of any nature,  including  but not
                  limited to, reasonable attorneys' fees, judgments, settlement,
                  fines and  penalties  that are  incurred by you in  connection
                  with the  performance  of your  duties  under  this  Agreement
                  unless the claim or alleged claim is based in whole or in part
                  upon acts or omissions by you constituting willful misconduct,
                  gross negligence or fraud.

MISCELLANEOUS:    We agree  that it is our  intention  and  covenant  that  your
                  employment  and  performance  thereunder  be  governed  by and
                  construed  under the laws of the State of New York  concerning
                  contracts to be made and  performed  wholly within such state,
                  without  regard to any conflict of law principles and that any
                  dispute  between the parties of any kind shall be  adjudicated
                  exclusively in the courts of the State of New York.

                  (a)   This  letter sets forth the entire  agreement  regarding
                        your  employment  and may  not be  modified  or  changed
                        except by mutual  written  agreement.  Your  obligations
                        hereunder  may not be assigned by you.  Your  employment
                        agreement is assignable by the Company to a wholly-owned
                        subsidiary  or in the  event  of any  sale,  merger,  or
                        similar transaction by the Company with a third party or
                        a related party.

                  (b)   You represent and warrant that the  execution,  delivery
                        and performance by you of this Agreement and the matters
                        contemplated thereunder does not, and will not, violate,
                        result in a breach of, or constitute a default under any
                        agreement or arrangement  to which you are a party.  You
                        also  represent  and  warrant  that  you  have  had  the
                        opportunity  to consult  with the counsel of your choice
                        in the  negotiation  and execution of this Agreement and
                        that you are satisfied that you have been adequately and
                        independently represented.

                  (c)   The  invalidity  of all or any part of any  paragraph or
                        subparagraph  of this Agreement shall not render invalid
                        the   remainder  of  the   Agreement   and   obligations
                        contemplated hereunder.

                  (d)   This   Agreement   may  be   executed  in  two  or  more
                        counterparts, each of which shall be deemed an original,
                        but all of which when together, shall constitute one and
                        the same agreement.


                                       6
<PAGE>

                  (e)   Any  notice  given  hereunder  shall be in  writing  and
                        either  delivered in person,  by  nationally  recognized
                        overnight  courier,  or be registered or certified first
                        class  mail,  (postage  prepaid,  addressed)  if to  the
                        Company at Dominix, Inc., 40 Marquette Drive, Smithtown,
                        New York 11787,  attn:  Chairman of the Board and (b) if
                        to the  Employee at the  address  noted  above.  Notices
                        delivered  personally shall be deemed given as of actual
                        receipt;  notices sent via facsimile  transmission shall
                        be  deemed  given  as  of  one  business  day  following
                        sender's  receipt  from  sender's  facsimile  machine of
                        written  confirmation of transmission  thereof;  notices
                        sent by overnight courier shall be deemed as given as of
                        one business day following  sending;  and notices mailed
                        shall be deemed  given as of five  business  days  after
                        proper  mailing.  Any party may  change  its  address in
                        notice given to the other party in accordance  with this
                        Section (e).

                  (f)   Each  party  shall  fully  indemnify  the  other for all
                        claims, liabilities, damages, losses, costs and expenses
                        of any nature,  including but not limited to, reasonable
                        attorneys'  fees,  judgments,   settlement,   fines  and
                        penalties that are incurred by the counter-party arising
                        out of or in  connection  with the  performance  of each
                        party's  obligations  under  this  Agreement  unless the
                        claim  or  alleged  claim   resulted  from  the  willful
                        misconduct,  gross  negligence  or  fraud  of the  party
                        claiming indemnification

If the above meets with your understanding, please countersign this Agreement at
the lower left to acknowledge  your agreement and acceptance  with the terms and
conditions  outlined  above  and  return  a signed  copy to me at your  earliest
convenience. We look forward to a long and mutually rewarding relationship.

                                            Sincerely,
                                            Dominix, Inc.


                                            By: /s/ Raymond Barton
                                                -------------------------
                                                Raymond Barton, CEO


ACCEPTED AND AGREED TO
THIS 8th day of December 2003:

/s/ Alan Cohen
-----------------------
ALAN COHEN