Exhibit 10.1


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TERMS & CONDITIONS:

Except to the extent provided in any X2K agreement with Customer,  the terms and
conditions  contained herein shall apply to all provisions of Media Services and
related  services by X2K and to all purchase  orders or other offers accepted by
X2K related thereto  (collectively,  the "Service").  These terms and conditions
may in some  instances  conflict with or add to some of the terms and conditions
affixed  to  the  purchase  order  or the  procurement  document  issued  by the
Customer.  In such cases, the terms and conditions contained herein shall govern
exclusively  and ACCEPTANCE OF CUSTOMER'S  ORDER IS EXPRESSLY  CONDITIONED  UPON
CUSTOMER'S ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED HEREIN, irrespective
of whether Customer accepts these conditions by oral or written  acknowledgment,
by  implication  or by  acceptance  of or payment for the  provision  of Service
ordered hereunder based on the content, materials and/or elements (collectively,
the "Content") provided to X2K by Customer.

1. TERMS OF PAYMENT. All invoices are due COD.

2.  PRICES;  LIENS.  Prices for the Service  are those shown in the  "Summary of
Estimated Production coats" section of the Agreement, unless otherwise specified
in  writing  by an  authorized  X2K  representative.  X2K shall  have a lien and
security interest on tapes, CDs, files and other property  delivered by CUSTOMER
to X2K  (and/or  made or  produced  by X2K there  from) for the  balance  of any
account due by Customer,  including  collection and attorney's fees.  Prices for
the Service are those shown in the  agreement,  unless  otherwise  specified  in
writing by an authorized representative of both Customer and X2K

3.  INTELLECTUAL  PROPERTY  RIGHTS.  Customer  shall  own all  right,  title and
interest in and to any Customer Content.

4.  SHIPPING.  If X2K provides  shipping and  handling  services for  Customer's
materials,  the Customer will pay COD then shipping and handling fees.  Shipping
and delivery  dates are  approximate.  In no event,  for reasons  whether or not
beyond X2K's control, shall X2K be liable to Customer or any other party for any
losses,  damages or liability  for delay in delivery of shipped  materials;  nor
shall  any  delay in  delivery  of  shipped  materials  constitute  grounds  for
cancellation of Customer's work order.

5.  DELIVERY.  The delivery  dates set forth on this  Agreement are  approximate
only,  and X2K is not liable for any  damages to  Customer,  nor shall X2K be in
breach of its  obligations  to Customer  because of any  delivery  made within a
reasonable  time after the stated  delivery  date. X2K may. by written notice to
Customer,  change any delivery date, and such date shall become the agreed- upon
delivery date unless Customer  objects to such date in writing  delivered to X2K
within ten (10) days of receipt of X2K's notice. X2K shall not be liable for any

                                  X2K Media Services - Terms & Conditions - Pg I
<PAGE>


late  delivery  caused by the  failure  of the  Customer  to provide in a timely
manner any necessary information to affect such delivery.

6. FORCE MAJEURE.  X2K Is not liable for any failure to deliver, or delay in the
delivery of, any Service due to a cause beyond its  control,  including  but not
limited  to  acts  of  God,  fires,  typhoons,   earthquakes,   labor  disputes,
governmental  actions or  inability  to obtain  materials,  components,  energy,
encoding facilities, or transportation. In the event of any such delay, the date
of delivery or performance  hereunder shall be extended by a period equal to the
time lost by reason of such delay.  If X2K's  production is curtailed for any of
the above reasons,  X2K may allocate its production among its various customers.
Such  allocation  shall be in a  commercially  fair and  reasonable  manner,  as
determined by X2K in its sole discretion.

7. STORAGE. Only At the Customer's request, X2K will store tapes and Content for
a maximum of 60 days. X2K will ship tapes and/or  Content to the Customer,  COD,
after completing all work requiring the material.

8. RIGHT TO REFUSE SERVICE.  X2K reserves the right to refuse the service and/or
process  any  Content  which  X2K,  in  its  sole  discretion,  deems  unlawful,
degrading, likely to insight prejudice, or otherwise inappropriate.

9. CUSTOMER WARRANTIES.  Customer represents and warrants that: (a) Customer has
sufficient  rights in the  Content  to use it in a manner  contemplated  by this
acknowledgment,  (b) the  Content  does  not  contain  matter  that is  harmful,
violent,  threatening,  abusive, hateful, libelous,  slanderous,  defamatory, or
that constitutes an infringement,  misappropriation  or violation of any patent,
copyright,  trade secret,  trademark,  right of publicity or other  intellectual
property  right of any third  party,  including  but not  limited to any and all
performance license rights,  mechanical license rights,  synchronization license
rights,  rights under the Digital  Performance  Right in Sound Recordings act of
1995, or any other personal or proprietary rights of any person. (c) the Content
does not contain  matter that  constitutes  child  pornography  or that involves
depictions  of nudity or  sexuality  by an age  inappropriate-looking  performer
(i.e.  someone  who looks  younger  thatn 18 years of age,  regardless  of their
actual age) or by a performer  who is  portrayed or made to appear under the age
of 18 years of age by  virtue of the  advertsiing,  script,  make-up,  demeaner,
contuming,  setting,  etc.,  (d) all of the Content fully  complies with federal
labeling and record-keeping laws and regulations, specifically 18 U.S.C. section
2257  and 28 CFR 75 and that  Customer  has all  age-verification  documentation
regarding  models appearing in said Content and has properly placed all required
custodian  of  records  notices  on the  Content  required  by  those  laws  and
regulations.  (e) the  Content  does  not  violate  any  State or  Federal  laws
concerning  obscenity,  child  pornography  or harmful  matter and that Customer
assumes the sole  responsibility  and duty to ensure that all Content subject to
this  Agreement  shall only be  transmitted  to, viewed and retrieved by willing
adults and only in locations  and  jurisdiction  w. such Content  complies  with
contemporary  community  standards,   (f)  the  Content  does  not  contain  any
depictions of urination or other excretory  functions,  beastiality,  "fisting",
incest, rape, sexual assault, actual physical violence, torture


                                  X2K Media Services - Terms & Conditions - pg 2
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or  disfigurement,  (g) the Content and X2K's  provision of Service on behalf of
Customer is not for any illegal, obscene, offensive or immoral purpose.

10. X2K LIMITED WARRANTY; LIMITED LIABILITY; EXCLUSION OF CONSEQUENTIAL DAMAGES.
It is  understood  and agreed that the  Customer's  materials  are  transported,
received, processed, used and stored at Customer's risk. X2K SHALL NOT BE LIABLE
FOR ANY LOST PROFITS OR OTHER DAMAGES CAUSED BY THE LOSS, DAMAGE, DESTRUCTION OF
MATERIAL  BELONGING  TO THE  CUSTOMER  OR ANY OTHER  PERSON  WHILE IN TRANSIT OR
POSSESSION  OF X2K UNLESS  CAUSED BY THE  NEGLIGENCE  OF X2K, IN WHICH EVENT THE
LIABILITY OF X2K SHALL BE LIMITED TO THE  REPLACEMENT  OF A SIMILAR  QUANTITY OF
BLANK  TAPE OR  MAGNETIC  OR  OPTICAL  MEDIA TO THE  MATERIALS  WHICH WERE LOST,
DAMAGED OR  DESTROYED.  Except for such  replacement,  X2K shall have no further
liability regarding the loss, damage or destruction of such materials. X2K shall
not be liable to  Customer  or any other  person for any act or  omission of any
person selected by X2K to perform services or furnish materials to Customer.  If
materials  furnished by X2K are found to be defective in manufacture,  X2K shall
replace such  materials  with a similar  quantity of blank tape,  or magnetic or
optical media,  provided the Customer notifies X2K in writing within thirty days
after  shipment of any such defective  item.  Except for such  replacement,  X2K
shall have no further  liability in connection  with  defective  materials.  X2K
makes no  warranty  expressed  or  implied  with  respect  to the  materials  or
services,  provided it assumes no responsibility for the character or quality of
materials or service  provided by it. X2K  expressly  disclaims  all  warranties
express or implied,  statutory or otherwise,  including any implied  warranty of
merchantability or fitness for a particular purpose. All warranties with respect
to the service are strictly  limited to that set forth in this Agreement.  In no
event  will X2K be  liable  to the  customer  for any  consequential,  indirect,
special,  or incidental  damages even if X2K has been advised of the possibility
of such damages.  Notwithstanding the foregoing,  X2K makes no representation or
warranties of any type whatsoever for products or services not actually produced
or provided by X2K.

11. INDEMNIFICATION BY CUSTOMER.  Customer agrees to defend, protect,  indemnify
and hold X2K harmless from and against all claims of any kind,  whether based in
contract,  in tort  (including  negligence  or strict  liability),  or otherwise
resulting  from: (a) Services  provided by X2K on behalf of Customer  hereunder,
except for any damages  arising  exclusively  out of any material breach of this
acknowledgment  by X2K,  (b) any use by X2K of any  data or  files  provided  by
Customer  to X2K under this  acknowledgment,  (c) any breach by  Customer of its
warrranties  as set forth herein or of this  acknowledgment,  including  without
limitation any failure by customer to observe or satisfy any terms or conditions
of this  acknowledgment,  (d) any violation of any applicable federal,  state or
local laws with regard to the  transmission  and use of information  and content
arising out of the Customer  Content,  including but not limited to laws related
to privacy


                                  X2K Media Services - Terms & Conditions - pg 3
<PAGE>


publicity,  Federal or State obsenity laws, child pornogrphy laws, laws relating
of harmful or indecent  matter for minors,  the record keeping and labeling laws
and  regulations  set  forth  in 18  U.S.C.  2257  and 28  C.F.R.  75.  (e)  any
infringement of any United States or other patent, trademark,  copyright,  trade
secret or other  intellectual  property right,  including but not limited to any
and all performance license rights,  mechanical license rights;  synchronization
license rights and rights under the Digital PerfoX2Kance Rights Sound Recordings
Act of 1995, relating to the Content supplied by Customer to X2K or the Services
provided  hereunder,  or (f)  otherwise  for any losses,  expenses,  damages and
liabilities,  direct, indirect,  special or consequential which may arise out of
Customer's use,  distribution or sale of goods or services covered hereby except
those caused solely by the sole gross negligence of X2K.

12.  ACKNOWLEDGMENT.  Customer  acknowledges that X2K in its sole discretion may
subcontract all or part of the services to be provided hereunder.

13. ORDER CANCELLATION.  If an order for the Service is cancelled, Customer must
pay for orders already performed.

14. CONFIDENTIAL INFORMATION.  All written information disclosed by either party
to the other party labeled as proprietary or confidential  shall remain the sole
property of the disclosing  party. Each party agrees that it shall not disclose,
use, modify, copy, reproduce or otherwise divulge such confidential  information
other than to fulfill its  obligations  under this Agreement.  The  prohibitions
contained in this Section 12 shall not apply to information (a) already lawfully
known to or  independently  developed by the receiving  party,  (b) disclosed in
published materials, (c) generally known to the public, or (d) lawfully obtained
from any third party.' Neither party shall disclose to third parties, other than
its  agents  and  representatives  on a  need-to-know  basis,  the terms of this
Agreement or any addenda hereto  without the prior written  consent of the other
party,  except  either party shall be entitled to disclose (1) such terms to the
extent required by law; and (li) the existence of this Agreement.

15.  MISCELLANEOUS.  Any waiver by X2K of any default by the Customer  hereunder
shall not be deemed to be a continuing waiver of such default or a waiver of any
other default or of any of the terms and conditions of this acknowledgment.  The
terms and conditions of this acknowledgment may not be superseded,  modified, or
amended except in a writing  stating that it is a modification  and signed by an
authorized representative of each party hereto, provided,  however, that X2K may
modify the  specifications of the Service provided hereunder if the modification
does not change the form fit or function  of the  Service;  This  acknowledgment
(not including any of the terms and conditions of the Customer's  purchase order
or any similar  document Issued by Customer),  constitutes the entire  agreement
between the  Customer  and X2K with regard to the Service  listed on the face of
this  acknowledgment,,  and  expressly  supersedes  and  replaces  any  prior or
contemporaneous agreements, written or oral, relating-to such goods or services.
This  acknowledgment  is governed by,  construed and enforced in accordance with
the  laws  of the  State  of  California,  without  regard  to  conflict  of law
provisions. In any suit or action brought to enforce any term,


                                  X2K Media Services - Terms & Conditions - pg 4
<PAGE>


condition or covenant of this  acknowledgment or to recover damages arising from
any breach of the  acknowledgment,  the losing  party  shall pay the  prevailing
party's reasonable attorneys' fees and all other costs and expenses which may be
incurred  by the  prevailing  party in any  suit,  action or in any  reviews  or
appeals there from.

16.  INDEPENDENT  CONTRACTOR.:  NO CONTROL.  BY X2K OVER  CONTENT OR  CUSTOMER'S
AFFILIATES.  The relationship of X2K and Customer  established by this Agreement
is that of  independent  contractors,  and nothing  contained in this  Agreement
shall be  construed to (1) give either party the power to direct and control the
day-to-day  activities  of the  other;  (ii)  deem the  parties  to be acting as
Customers,  joint  ventures,  co-owners or otherwise as  participants in a joint
undertaking;  or (iii) allow either party to create or assume any  obligation on
behalf of the other party for any purpose whatsoever.

16.1 Customer hereby acknowledges and agrees that Customer is solely responsible
for the  selection  of the  Content.  and all  decisions  relating  to the sale,
distribution,  display or other dissemination of the Content and that X2K has no
supervisory,  editorial or other control or responsibility of any kind regarding
Customer's  website  or the  Content,  or of any of  Customer's  advertisements,
communications  or  other  representations  relating  to the  Content.  Customer
further  acknowledges that X2K has no responsibility,  control or involvement in
any matters  relating to the  selection,  control,  monitoring or supervision of
Customer's  affiliate  webmasters  and websites or any content  appearing on, or
available through any of Customer's affiliate websites.

17. NOTICES.  Any notice required or permitted hereunder shall be in writing and
will be  deemed  given  when  given or  deposited  in the  mails or with  common
carriers.  All communications will be sent by mail, facsimile or electronic mail
to the receiving  party's contact person for notices listed on the cover page of
this Agreement.

18. ARBITRATION.  Any dispute relating to or arising out of this Agreement shall
be submitted  to  arbitration  pursuant to  California  Code of Civil  Procedure
Section 1280, et. seq. (or any applicable successor statute),  with the right to
discovery as provided in California Code of Civil Procedure  Section1283.05  (or
any applicable successor statute).

19.  GOVERNING  LAW. This Agreement  shall be  interpreted  by, and construed in
accordance  with,  the laws of the  State of  California  without  regard  to or
application of  choice-of-law  rules or  principles.  Venue for any legal action
arising out of this Agreement shall be Los Angeles, CA.

20.  ENTIRE  AGREEMENT  AND  WAIVER.  This  Agreement  executed  by the  parties
constitute  the entire  agreement  between X2K and Customer  with respect to the
subject  matter hereof and all other prior  agreements,  representations,  and__
statement with respect to such subject matter are superceded hereby.

21.  SEVERABILITY.  In the event any  provision  of this  Agreement is held by a
court of competent jurisdiction to be unenforceable, that provision will be


                                  X2K Media Services - Terms & Conditions - pg 5
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enforced to the maximum extent  permissible  under applicable law, and the other
provisions of this Agreement will remain In full force and effect.

22. COUNTERPARTS.  This Agreement may be executed in any number of counterparts,
each of which, when so executed and delivered,  shall be deemed an original, and
all of which shall constitute one and the same Agreement.

23. BINDING EFFECT.  This Agreement shall be binding upon and shall inure to the
benefit    of    the    respective    parties    hereto,     their    respective
successors-in-interest, legal representatives, heirs and assigns.

24. SURVIVAL OF OBLIGATIONS.  Sections,  3, 9, 10, 11,14, 15, 16, 17, 18, 19 and
23 shall survive any  termination,  cancellation or expiration of this Agreement
for any reason.

Agreed to and accepted:


Signature:  /s/ Javier Caneda                                Date: 1/30/04
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Print Name: Javier Caneda

Company:    Jade Entertainment Group
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Address:    95 Broadhollow Road, Suite 101
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            Melville, NY  11747
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