Exhibit 10.1


                                PROMISSORY NOTE


$778,414.05                                                    December 30, 2003


     FOR VALUE RECEIVED, the undersigned, Jill Kelly Productions, Inc. the
"Obligor"), hereby promises to pay to The Matzuda Corporation (the "Holder"),
the principal sum of Seven Hundred Seventy Eight Thousand, Four Hundred
Fourteen and 15/100 Dollars ($778,414.05) payable as set forth below. The
outstanding balance of principal shall bear interest at the rate of fifteen
percent (15%) per annum. Any amount of principal and interest not paid when due
shall thereafter bear interest at the rate of eighteen percent (18%) per annum
until paid. The payments of principal and interest hereunder shall be made in
currency of the United States of America which at the time of payment shall be
legal tender therein for the payment of public and private debts.

     This Note shall be subject to the following additional terms and
conditions:

1.   Payments. Interest on the principal balance outstanding from time to time
     shall be by March 31, 2005 (Maturity Date). In the event that any payment
     to be made hereunder shall be or become due on Saturday, Sunday or any
     other day which is a legal bank holiday under the laws of the California,
     such payment shall be or become due on the next succeeding business day.

2.   Prepayment. The Holder and the Obligor agree and understand that the entire
     principal amount, or any portion thereof, of this Note outstanding may be
     prepaid at any time prior to the Maturity Date.

3.   No Waiver. No failure or delay by the Holder in exercising any right, power
     or privilege under this Note shall operate as a waiver thereof nor shall
     any single or partial exercise thereof preclude any other or further
     exercise thereof or the exercise of any other right, power or privilege.
     The rights and remedies herein provided shall be cumulative and not
     exclusive of any rights or remedies provided by law. No course of dealing
     between the Obligor and the Holder shall operate as a waiver of any rights
     by the Holder.

4.   Place of Payment. All payments of principal of this Note and the interest
     due hereon shall be made at such place as the Holder may from time to time
     designate in writing.

5.   Events of Default: Remedies. The term "EVENT OF DEFAULT" hereunder shall
     mean the occurrence of one or more of the following:

          (a)  The nonpayment, when due, of any amount payable under this Note
or any other instrument, agreement or document by or between Holder and Obligor;

          (b)  Obligor shall become insolvent, make an assignment for the
benefit of creditors or file or have filed against it any petition, actions, or
case or proceeding, voluntarily or


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involuntarily under any law or statute regarding bankruptcy, insolvency,
reorganization, receivership or dissolution;

     (c) Any material breach of the representations, warranties, covenants or
agreements contained in that certain Master Agreement dated as of the date
hereof by and between Obligor and Holder, the Operating Agreement of Obligor or
any document or instrument entered into or issued in connection therewith.

5.   Severability. In the event that one or more of the provisions of this Note
     shall for any reason be held invalid, illegal or unenforceable in any
     respect, such invalidity, illegality or unenforceability shall not affect
     any other provision of this Note, but this Note shall be construed as if
     such invalid, illegal or unenforceable provision had never been contained
     herein.

6.   Governing Law and Jurisdiction. This Note and the right and obligations of
     the Obligor and the Holder shall be governed by and construed in accordance
     with the laws of the State of California. The obligor consents to the
     jurisdiction of the federal and state courts located in California in any
     action commenced to enforce this Note.

7.   Notice. Any notice given pursuant to this Note shall be in writing and
     shall be delivered by hand, or by certified or registered mail, postage
     prepaid, or by telex or telecopy, or by Federal Express, DHL or other
     similar courier, addressed to the party to whom intended at the address set
     forth above, or such other address as such party may designate by
     appropriate notice, and such notice shall be deemed given when personally
     delivered, mailed, sent or deposited with a courier, as the case may be.

IN WITNESS WHEREOF, the OBLIGOR and HOLDER has signed this Note as of this 30th
day of December, 2003.

                                                 OBLIGOR:

                                                 JILL KELLY PRODUCTIONS, INC.

                                                 By: /s/
                                                    ----------------------------
                                                    Ronald C. Stone, Chief
                                                    Financial Officer


                                                 THE MATZUDA CORPORATION

                                                 By: /s/ Robert A. Friedland
                                                    ----------------------------
                                                 Name: Robert A. Friedland
                                                 Title: President



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