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                                                                    EXHIBIT 10.5

                              SETTLEMENT AGREEMENT

            This Settlement Agreement (the "Agreement") is entered into this
17th day of November, 2003, by and between Robert A. Friedland Trust, a [ ],
whose address is P.O. Box 691447, Los Angeles, California 90069, phone number:
(310) 360-7900, fax number: (310) 360-7933 ("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 $1,250,000 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 One
Million Two Hundred Fifty Thousand Dollars ($1,250,000) plus applicable interest
pursuant to the Note (the "Obligation").

      2. Series A Preferred Shares. The Obligation shall be paid in the form of
12,500 Series A Preferred Shares of JKXJ (the "Preferred Shares") and 1,250,000
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, $1,250,000 of the Note shall be satisfied (the "Satisfied
Portion").

      4. Release. Upon receipt of the Preferred Shares and the Warrants, Holder,
with respect to the Satisfied Portion, 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

      If to the Holder:       to the address in the preamble

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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/ Ronald Stone
                                                 ------------------------------
                                                 Ronald Stone, COO

                                          Robert A. Friedland Trust

                                          By:   /s/ Robert A. Friedland
                                                --------------------------------
                                                Robert A. Friedland, Trustee