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                                  Exhibit 10.1
                              Assignment of Rights

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ASSIGNMENT  OF RIGHTS TO  INTELLECTUAL  PROPERTY  FROM  XETHOS  GROUP,  INC.  TO
MEDIAFUSION, INC.

By this  Assignment,  XETHOS GROUP,  INC.,  formerly known as GS TELECOM,  LTD.,
assigns to  MEDIAFUSION,  INC. every and all rights to any and all  Intellectual
Property to which XETHOS  GROUP,  INC. has rights,  as of February 15, 2000,  by
virtue of ownership,  acquisition, control, license and/or option. In return for
this complete Assignment of rights, MEDIAFUSION,  INC. agrees to remit to XETHOS
GROUP,  INC.  ten percent  (10%) of all net profits  form the sale of license of
this intellectual property. The term of this ASSIGNMENT shall be for seven years
from the date that this ASSIGNMENT is executed. MEDIAFUSION, INC. shall have the
option to renew this Assignment for an additional  seven years (7 years) at that
time by giving  notice at least  ninety days in advance,  in writing,  to XETHOS
GROUP,  INC.,  at the address  listed  above.  In such  instance,  the terms and
conditions shall continue for the second seven year term.

It is  understood  that in receiving  this  Assignment,  MEDIAFUSION  intends to
examine, develop and market this intellectual property. In the event that no net
profits are realized by the end of the term of this  Assignment,  XETHOS may, at
its option, cancel the rights of renewal of this Assignment.

XETHOS and  MEDIAFUSION  agree  that,  on a regular  and  reasonable  basis,  an
accounting shall be made of the net profits and payments due, with provision for
an audit if that is reasonably requested.

XETHOS GROUP, INC. shall have the option of increasing the remittance, i. e. the
share of the net  profit  due  XETHOS  under  the terms of this  Assignment,  to
fifteen percent (15%) of all said net profits by paying to MEDIAFUSION, INC. the
sum of $250,000 on or before May 1, 2000.  If the $250,000 has not been received
on or before May 1, 2000,  the share of net  profits due to XETHOS  GROUP,  INC.
shall be fixed at ten percent (10%).

XETHOS GROUP,  INC.  warrants that it is the owner of or has acquired all rights
to the Intellectual  Property and that the Intellectual  Property is an original
work, and that the XETHOS GROUP, INC. has not previously entered into a contract
involving  this work which  would in any way  prohibit  this  agreement.  XETHOS
GROUP,  INC.  further  warrants  that this  Intellectual  Property  has not been
assigned, transferred, or otherwise encumbered by any acts of failures to act of
XETHOS GROUP,  INC. XETHOS GROUP,  INC. will, for the full term of the copyright
and this  agreement,  whichever last  terminates,  defend,  indemnify,  and hold
MEDIAFUSION, INC. harmless against all claims, costs, damages, and expenses that
MEDIAFUSION,  INC.  may  sustain  or incur by reason of any  breach of the above
mentioned  warranties.  Until such claim,  demand,  or suit has been  settled or
withdrawn,  MEDIAFUSION, INC. may withhold any sums due XETHOS GROUP, INC. under
this or any other agreement between. Notwithstanding the above, it is understood
by XETHOS and MEDIAFUSION that the intellectual propoerty that has been acquired
by XETHOS from MASSTECH is the subject of contested litigation in Alameda County
Superior Court,  California USA and the warranties in this paragraph are limited
to such  intellecual  property as are deliverable by Xethos at the conclusion of
that litigation. Furthermore, it is also futher understood that the intellectual
property rights granted to MASSTECH  coveredthe  "Rights as may have application
in the fields of education and entertainment  only" with rights outside of those
fields being not  transferred  to MASSTECH and therefore not  transferred  to GS
Telecom,  Ltd.  and  XETHOS.  Those  rights were  retained  by the  transferors.
Nevertheless,  XETHOS Assigns all  intellectual  property  rights to which it is
entitled, to MEDIAFUSION.

The Intellectual  Properties Assigned to MEDIAFUSION,  INC. include, but are not
limited to, the following list.

1. Source Code
2. Applications
3. Modules
4. Graphical User Interfaces
5. Plug-Ins
6. Script Extensions
7. Tools
8. Shaders
9. Written Documentation, notes or descriptions
10.Run-Time Help Systems
11.De-bugging routines
12.Fixes

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13.Optimization routines
14.Video  and/or  Filmed   documentation,   process   examples,   interviews  or
   descriptions
15.Contents  of the Home Accounts of all artists and  technicians,
   Administrators and Management
16.Verbal Documentation
17.Interviews conducted by Universal Syntropy Domain Experts
18.Internal  Corporate,  Employee or Subcontractor Memos regarding any aspect of
   above items
19.Memos to Clients and Vendors regarding any aspect of above items

The above items are inclusive of any and all Intellectual  Property  utilized in
the making of special  effects  for certain  feature  films  including,  but not
limited  to,  "What  Dreams May Come" and "The  Matrix,"  by the  entity  and/or
entities  known as the  "Manex  Companies"  that  granted  the  rights  to their
intellectual property and from which the intellectual property rights covered in
this  Assignment  flow.  The Manex  Companies  include,  but are not limited to,
Manchester Exchange Investment Company Inc., Manex Entertinment  Limited,  Manex
Visual Effects LLC, Mass Illusions LLC, MASSTECH, Inc. The intellectual property
includes  visual  effects  previsualization,   preproduction,  production,  post
production,  animation, compositing, image processing, motion analysis, "reality
capture",  effects  animation,  Photogrammetry,   rendering,  color  correction,
"Bullet-Time"  solutions,  image tracking,  "Painted World"  software,  "virtual
cinematography",   "virtual  set"  creation  systems  administration,   "virtual
backlot",  editing, motion control, machine control, back-up, image 'lock-up' or
similar and related processes and  methodologies.  To the extent that any of the
items in this  paragraph  may not have been included in the above listed items 1
through  nineteen,  it is hereby agreed that the items in this paragraph are and
shall be included in this ASSIGNMENT.

A. Notices

All notices,  demands,  or consents  required or permitted  under the  agreement
shall be in  writing  and  shall be  delivered  personally  or by  certified  or
registered  mail to the  respective  parties at the  addresses  set forth on the
signature page of this agreement or at other such addresses as shall be given by
either party to the other in writing.

B. Waiver Amendment

No waiver,  amendment,  or modification of any provision of this agreement shall
be effective unless in writing and signed by the party against whom such waiver,
amendment,  or  modification  is sought to be  enforced.  No failure or delay by
either party in exercising  any right,  power,  or remedy under this  agreement,
except as specifically  provided  herein,  shall operate as a waiver of any such
right, power, or remedy.

C. Successor and Assigns

This  agreement  shall be  binding  upon  and  inure to the  benefit  of  heirs,
successors, and Assigns of the parties hereto.

D. Governing Law

The validity,  construction, and performance of this agreement shall be governed
by the  state of  California  and  venue for any  dispute  shall  rest and be in
Alameda County, California, USA.

E. Confidential Information

XETHOS GROUP, INC. and MEDIAFUSION, INC. acknowledge that in the course of their
dealings  with each other,  each will acquire  information  about the other of a
highly   confidential  and  proprietary  nature.  Each  party  shall  hold  such
information  in strict  confidence and not reveal the same except as is required
to comply with court orders or until the same becomes public  knowledge  through
no  fault  of  the  party   revealing  the   information.   Such  obligation  of
confidentiality  shall  continue  for a  period  of five  (5)  years  after  the
termination of this agreement.

F. Severability

If any of the  provisions of this document shall be held by a court of competent
jurisdiction  to be contrary to law, the  remaining  provisions of the agreement
shall remain in full force and effect.

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G. Entire Agreement

This agreement and the exhibits hereto  constitute the entire agreement  between
the  parties  concerning  the  subject  matter  hereof,  superseding  all  prior
negotiations and discussions.

H. Gender and Number

The terms and  words  used in this  agreement  shall  relate to the  appropriate
gender of a party and to the  appropriate  number of  parties  as  necessary  by
context.

I. Remedies

The remedies hereunder shall be cumulative and not alternative;  the election of
one remedy for a breach shall not preclude pursuit of other remedies.

J. Agency

Nothing  contained herein shall make either party the agent or representative of
the  other.  Neither  party  has the  authority  to bind the  other or incur any
liabilities on behalf of the other, nor to direct the employees of the other.

K. Time

Time is of the essence of this agreement and time shall be counted in accordance
with the normal  practices  relating  to legal  documents  under the laws of the
State of California.

L. Titles and Headings

The titles and headings of each of the  sections  are  intended for  convenience
only and shall not be used in construing or interpreting the meaning.

        Executed BY THE PARTIES on the dates and at the places set forth below:

Dated:    , 2000.                   MEDIAFUSION, INC.


                             By:    Robert C. Cheasty
                                    Secretary and Director
                                    MEDIAFUSION, INC.

Dated:                              XETHOS GROUP, INC.

                             By:    S .Sam Lupton
                                    Secretary and Director


Dated:                              XETHOS GROUP, INC.

                             By:    C.P.Gervaise-Brazier
                                    C E O and President and Director
                                    XETHOS GROUP, INC.