Porn Valley- At a hearing on March 7, 2006, the Bankruptcy Court approved the stipulation of the various interested parties and authorized the sale of substantially all of the assets of Jill Kelly Productions, Inc., Debtor ("JKP"), by way of an auction to be held on APRIL 17, 2006 at 3:00 p.m., in Courtroom 301, United States Courthouse, 21041 Burbank Blvd., Woodland Hills, California 91367. The sale will be to the highest bidder, as determined by the Bankruptcy Court, free and clear of all claims, liens, and encumbrances of any kind whatsoever.

The assets to be auctioned include, among other things, JKP's entire adult film library and related masters and other footage, accounts receivables, JK Distribution, Inc., and DVD and other inventory. For more information and a complete list of assets to be auctioned, please contact counsel for the Official Committee of Unsecured Creditors in the Jill Kelly Productions, Inc. bankruptcy case, as follows:

Aram Ordubegian, Esq., Weinstein, Eisen & Weiss LLP, 1925 Century Park East, Suite 1150, Los Angeles, California 90067, (310) 203 - 9393 Tel., (310) 203 - 8110 Fax., [email protected]

Approved Bidding Procedures:

The auction will commence on APRIL 17, 2006 at 3:00 p.m., at the address above. The opening bid will be $700,000, and the initial buyer will be XGen LLC. The first overbid shall be $725,000 and all incremental bids thereafter shall be at least $10,000. All interested bidders shall post a deposit in the form of a certified check payable to the Trust Account of Weinstein, Eisen & Weiss LLP in the amount of $100,000 at least two (2) court days before the auction. These deposits will be held by counsel until the conclusion of the auction. At that time, the deposit from the successful bidder will be deposited and become non-refundable and the remaining deposits will be returned to unsuccessful bidders. The successful bidder must close by paying the remainder of the purchase price twelve (12) days after entry of the order approving the sale. The sale will be "as is", "where is", with no warranties of any kind. Parties interested in purchasing the assets will be provided an opportunity to conduct due diligence.