SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                               NEW CINEMA PARTNERS
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                NEVADA                                    87-0772357
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

    357 Bay St., Suite 404, Toronto, Ontario                      M5H2T7
   -------------------------------------------------------       ---------
     (Address of principal executive offices)                    (Zip code)


                          ----------------------------
                                  (Former Name)

                  FEE AGREEMENT WITH JAFFE FREEDMAN & HAIT, LLC
                   ------------------------------------------
                              (Full title of plan)

                                 Martin Lapedus

                                    President

                             357 Bay St., Suite 404
                            Toronto, Ontario, M5H2T7
                                (416) 367 - 8299
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 Jay Hait, Esq.
                           Jaffe Freedman & Hait, LLC
                               Court House Towers
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370


                         CALCULATION OF REGISTRATION FEE

                         ===============================

                                                   Proposed
                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       500,000      $0.08         $40,000          $50.00

                                                                   ---------
                                       Total registration fee    $   $50.00

(1) Estimated solely for the purpose of calculating the registration fee.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rule 457(c),  the average of the bid and asked price
     for  securities of the same class as of April 12, 2001,  which was $0.08
     per share as reported on the OTC Bulletin Board.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Banyan Corporation(the  "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

(1)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     November 30, 2000;

(2)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     March 12, 2001,   and  its  amended  Form  8-K  filed  contemporaneously
     herewith; and

(3)  The  Registrant's  Registration  Statement on Form 10-SB and all amendments
     thereto filed with the  Commission  between August 11, 2000 and October 13,
     2000,  registering  the Shares of Common Stock under  Section  12(g) of the
     Securities Exchange Act of 1934 (the "Exchange Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Bylaws, grants  indemnification to the Company's officers and
directors,  present and former, for expenses incurred by them in connection with
any proceeding that they are involved in by reason of their being or having been
an officer or director of the Company.  The person being  indemnified  must have
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best interests of the Company.

     Insofar as  indemnification  for liability arising under the Securities Act
may be permitted to directors or officers the Company  pursuant to the foregoing
provisions,  or  otherwise,  the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of  expenses  incurred  or paid by a director  or officer of the  Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director or officer in connection  with the  securities  being  registered,  the
Company  will,  unless in the  opinion of its legal  counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     to file,  during any period in which  offers or sales are being made,  a
        post-effective amendment to this Registration Statement:

        (i)     to include any prospectus  required by section 10(a)( 3 ) of the
                Securities Act;

        (ii)    to reflect in the  prospectus  any facts or events arising after
                the effective date of this  Registration  Statement (or the most
                recent post-effective amendment thereof) which,  individually or
                in  the  aggregate,   represent  a  fundamental  change  in  the
                information set forth in this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;


     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(d)  That,for  purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration  Statement shall
     be deemed to be a new  registration  statement  relating to the  securities
     offered  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.






                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Toronto, Country of Canada,  respectively,  on April
13, 2001.

                                    New Cinema Partners
                                     (Registrant)

                                    By:
                                        --/s/Martin Lapedus-------------------
                                        Martin Lapedus,
                                        President
                                        Principal Executive Officer
                                        Principal Financial Officer




         Date: April 22, 2001.      __/s/Paul Walters____________________
                                    Paul Walters, Director


         Date: April 22, 2001.      ___/s/Marvin Sazant_______________
                                    Marvin Sazant, Director

         Date: April 22, 2001.      __/s/John Cox____________________
                                    John Cox, Director

         Date: April 22, 2001.      __/s/Martin Lapedus_________________
                                    Martin Lapedus, Director







                                INDEX TO EXHIBITS

Exhibit                         Description

-------                         -----------


 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Jay J. Hait, Esq.

10.01   Fee Agreement with Jaffe Freedman & Hait, LLC

23.02   Consent of Jay J. Hait, Esq. (contained in Exhibit 5.01)

-----------------------------

*    Previously  filed as an exhibit to the Company's Form 10-SB and amendments
     thereto filed  with the  Commission  between August 11, 2000 and October 13
     2000 and incorporated herein by reference.



<PAGE>
EX-10.01
                                  FEE AGREEMENT


1.       Name of Law Firm           Jaffe, Freedman & Hait, LLC
         Address of Attorney        39 Hudson St., Suite 102
                                    Hackensack, NJ 07601

2.       Name of Client             New Cinema Partners, Inc.
         Address of Client          357 Bay St., Suite 404
                                    Toronto, OT  CA  M5H 2T7

3.   Duties.  New Cinema  Partners,  Inc. (the "Client") hereby agrees to retain
     Jaffe,  Freedman & Hait,  LLC (the "Firm") as its attorneys to represent it
     with respect to various federal and state securities issues,  including but
     not limited to the  preparation  and  submission of Client's  quarterly and
     annual  reports on Forms 10-KSB and 10-QSB with the Securities and Exchange
     Commission  (the "SEC");  the  preparation and submission of Client's event
     based reports on Form 8-k; the preparation and submission of  documentation
     associated  with  shareholder  meetings;  and such other services as may be
     requested by the Client from time to time.

4.   Fees. The Client has agreed to retain the firm under an arrangement whereby
     it will retain the firm for $15,000 as an initial fee,  which both Firm and
     Client deem as  inclusive of any amounts  currently  due to Firm by Client;
     plus Two Hundred Fifty Dollars ($250.00) per hour for any work performed by
     Firm for  Client;  plus all out of pocket  costs and fees paid on behalf of
     client, or in furtherance of Client's interest by Firm.

5.   Payment Terms.  Firm has agreed to accept Five Hundred  Thousand  (500,000)
     shares of Client's  common stock,  registered on Form S-8 with the SEC (the
     "Registered  Shares'),  as a guarantee  against payment for fees under this
     Fee Agreement. On a monthly basis, Firm will bill client for work performed
     and funds  expended on behalf of Client,  in addition to any other  amounts
     due Firm (the  "Monthly  Bill").  If Client has not paid said  monthly bill
     within two weeks,  then Firm shall be  entitled  to sell as many shares are
     required from the Registered Shares to pay said Monthly Bill in full.


                                 New Cinema Partners, Inc.

Dated:  ___4/12/00________   BY:   /s/ Martin Lapedus
                                     Martin Lapedus


                                  JAFFE FREEDMAN & HAIT, LLC

Dated:  ___4/12/00________   BY:   /s/ Jay J. Hait
                                      Jay J. Hait

<PAGE>





      EX-5.01            OPINION AND CONSENT JAY J. HAIT, ESQ.





                           JAFFE FREEDMAN & HAIT, LLC
                               Court House Towers
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370


April 12, 2001

New Cinema Partners, Inc.
357 Bay St., Suite 404
Toronto, OT  CA  M5H 2T7


                       Re: Form S-8 Registration Statement

Ladies and Gentlemen:

     I have  acted  as  counsel  for New  Cinema  Partners  (the  "Company")  in
connection  with the  preparation  of the  Registration  Statement  on Form S-8,
relating to the sale by the Company of 500,000 shares of common stock, par value
$.001 per share (the "Shares"),  issuable upon the successful submission of this
docuemnt.

     I have examined such  documents and have reviewed such  questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below.

     In rendering my opinion set forth below, I have assumed the authenticity of
all documents  submitted to us as originals,  the  genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to me as
copies. I have also assumed the legal capacity for all purposes  relevant hereto
of all  natural  persons  and with  respect  to all  parties  to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority (corporate or otherwise) to execute,  deliver, and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid, binding, and enforceable  obligations of such parties. As to questions of
fact material to my opinion,  I have relied upon certificates of officers of the
Company and of public officials.

     Based on the foregoing, I am of the opinion that such Shares have been duly
authorized  and, upon issuance,  delivery,  and payment  therefore in accordance
with the terms of the Fee  Agreement  between  myself and the  Company,  will be
validly issued, fully paid, and nonassessable.

     I am admitted to the Bar of the State of New York.  I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                            Very truly yours,

                                            /s/Jay J. Hait
                                            -----------------------
                                            Jay J. Hait












<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "file001.txt", "secsgml_size_bytes": 18386}]
{"company-data": {"conformed-name": "NEW CINEMA PARTNERS", "cik": "0001065859", "assigned-sic": "7389", "irs-number": "870772357", "state-of-incorporation": "NV", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59628", "film-number": "1612403"}, "business-address": {"street1": "357 BAY STREET STE 404", "street2": "TORONTO ONTARIO", "city": "CANADA M5H 2T7", "state": "FL", "zip": "07601", "phone": "4163678299"}, "mail-address": {"street1": "156 MAIN STREET", "street2": "2ND FLOOR", "city": "HACKENSACK", "state": "NJ", "zip": "07601"}, "former-company": {"former-conformed-name": "VALENCE 9 DEVELOPMENT INC", "date-changed": "20000719"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                        ---------------------------------
                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                        ---------------------------------

                               NEW CINEMA PARTNERS
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                NEVADA                                    87-0772357
     ----------------------------               ----------------------------
     (State or other jurisdiction               (IRS employer identification
   of incorporation or organization)                      number)

    357 Bay St., Suite 404, Toronto, Ontario                      M5H2T7
   -------------------------------------------------------       ---------
     (Address of principal executive offices)                    (Zip code)

                          ----------------------------
                                  (Former Name)

                  FEE AGREEMENT WITH JAFFE FREEDMAN & HAIT, LLC
                   ------------------------------------------
                              (Full title of plan)

                                 Martin Lapedus

                                    President

                             357 Bay St., Suite 404
                            Toronto, Ontario, M5H2T7
                                (416) 367 - 8299
                                  ------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                 Jay Hait, Esq.
                           Jaffe Freedman & Hait, LLC
                               Court House Towers
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370

                         CALCULATION OF REGISTRATION FEE

                         ===============================

                                                   Proposed
                                    Proposed       Maximum
Title of each class     Amount       maximum       aggregate        Amount of
 of securities          to be     offering price   offering       registration
to be registered      registered   per share(2)    price (1)          fee
--------------------------------------------------------------------------------
Common Shares(2)       500,000      $0.08         $40,000          $50.00

                                                                   ---------
                                       Total registration fee    $   $50.00

(1) Estimated solely for the purpose of calculating the registration fee.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of,  pursuant to Rule 457(c),  the average of the bid and asked price
     for  securities of the same class as of April 12, 2001,  which was $0.08
     per share as reported on the OTC Bulletin Board.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     In accordance  with Rule 428 under the  Securities Act of 1933, as amended,
(the  "Securities  Act")  and the Note to Part I of Form  S-8,  the  information
required by Part I to be  contained  in the Section  10(a)  prospectus  has been
omitted from this registration statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by Banyan Corporation(the  "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

(1)  The  Registrant's  Quarterly  Report on Form 10-QSB for the  quarter  ended
     November 30, 2000;

(2)  The  Registrant's  current  report on Form 8-K filed with the Commission on
     March 12, 2001,   and  its  amended  Form  8-K  filed  contemporaneously
     herewith; and

(3)  The  Registrant's  Registration  Statement on Form 10-SB and all amendments
     thereto filed with the  Commission  between August 11, 2000 and October 13,
     2000,  registering  the Shares of Common Stock under  Section  12(g) of the
     Securities Exchange Act of 1934 (the "Exchange Act").

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Bylaws, grants  indemnification to the Company's officers and
directors,  present and former, for expenses incurred by them in connection with
any proceeding that they are involved in by reason of their being or having been
an officer or director of the Company.  The person being  indemnified  must have
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not opposed to the best interests of the Company.

     Insofar as  indemnification  for liability arising under the Securities Act
may be permitted to directors or officers the Company  pursuant to the foregoing
provisions,  or  otherwise,  the Company has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities (other than the payment by the Company
of  expenses  incurred  or paid by a director  or officer of the  Company in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director or officer in connection  with the  securities  being  registered,  the
Company  will,  unless in the  opinion of its legal  counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See Exhibit Index on Page E-1.

Item 9.  UNDERTAKINGS

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

     The undersigned hereby undertakes:

(a)     to file,  during any period in which  offers or sales are being made,  a
        post-effective amendment to this Registration Statement:

        (i)     to include any prospectus  required by section 10(a)( 3 ) of the
                Securities Act;

        (ii)    to reflect in the  prospectus  any facts or events arising after
                the effective date of this  Registration  Statement (or the most
                recent post-effective amendment thereof) which,  individually or
                in  the  aggregate,   represent  a  fundamental  change  in  the
                information set forth in this Registration Statement; and

        (iii)   to include any material  information with respect to the plan of
                distribution  not  previously  disclosed  in  this  Registration
                Statement or any  material  change to such  information  in this
                Registration Statement;

     Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not apply if the
information  required  to be  included in a post  effective  amendment  by these
paragraphs is contained in periodic reports filed by the Registrant  pursuant to
Section  13 or  Section  15(d)  of the  Securities  Exchange  Act of  1934  (the
"Exchange  Act")  that  are  incorporated  by  reference  in  this  Registration
Statement.

(b)  that,  for the purposes of determining  any liability  under the Securities
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof;

(c)  to remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering;

(d)  That,for  purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     15(d) of the Exchange Act(and, where applicable, each filing of an employee
     benefits  plan's  annual  report  pursuant to Section 15(d) of the Exchange
     Act) that is incorporated by reference in the Registration  Statement shall
     be deemed to be a new  registration  statement  relating to the  securities
     offered  herein,  and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Toronto, Country of Canada,  respectively,  on April
13, 2001.

                                    New Cinema Partners
                                     (Registrant)

                                    By:
                                        --/s/Martin Lapedus-------------------
                                        Martin Lapedus,
                                        President
                                        Principal Executive Officer
                                        Principal Financial Officer

         Date: April 22, 2001.      __/s/Paul Walters____________________
                                    Paul Walters, Director

         Date: April 22, 2001.      ___/s/Marvin Sazant_______________
                                    Marvin Sazant, Director

         Date: April 22, 2001.      __/s/John Cox____________________
                                    John Cox, Director

         Date: April 22, 2001.      __/s/Martin Lapedus_________________
                                    Martin Lapedus, Director

                                INDEX TO EXHIBITS

Exhibit                         Description

-------                         -----------

 3.01   Amended and Restated Amendment to Certificate of Incorporation*

 3.02   Amended By-Laws*

 5.01   Opinion and Consent of Jay J. Hait, Esq.

10.01   Fee Agreement with Jaffe Freedman & Hait, LLC

23.02   Consent of Jay J. Hait, Esq. (contained in Exhibit 5.01)

-----------------------------

*    Previously  filed as an exhibit to the Company's Form 10-SB and amendments
     thereto filed  with the  Commission  between August 11, 2000 and October 13
     2000 and incorporated herein by reference.
EX-10.01
                                  FEE AGREEMENT

1.       Name of Law Firm           Jaffe, Freedman & Hait, LLC
         Address of Attorney        39 Hudson St., Suite 102
                                    Hackensack, NJ 07601

2.       Name of Client             New Cinema Partners, Inc.
         Address of Client          357 Bay St., Suite 404
                                    Toronto, OT  CA  M5H 2T7

3.   Duties.  New Cinema  Partners,  Inc. (the "Client") hereby agrees to retain
     Jaffe,  Freedman & Hait,  LLC (the "Firm") as its attorneys to represent it
     with respect to various federal and state securities issues,  including but
     not limited to the  preparation  and  submission of Client's  quarterly and
     annual  reports on Forms 10-KSB and 10-QSB with the Securities and Exchange
     Commission  (the "SEC");  the  preparation and submission of Client's event
     based reports on Form 8-k; the preparation and submission of  documentation
     associated  with  shareholder  meetings;  and such other services as may be
     requested by the Client from time to time.

4.   Fees. The Client has agreed to retain the firm under an arrangement whereby
     it will retain the firm for $15,000 as an initial fee,  which both Firm and
     Client deem as  inclusive of any amounts  currently  due to Firm by Client;
     plus Two Hundred Fifty Dollars ($250.00) per hour for any work performed by
     Firm for  Client;  plus all out of pocket  costs and fees paid on behalf of
     client, or in furtherance of Client's interest by Firm.

5.   Payment Terms.  Firm has agreed to accept Five Hundred  Thousand  (500,000)
     shares of Client's  common stock,  registered on Form S-8 with the SEC (the
     "Registered  Shares'),  as a guarantee  against payment for fees under this
     Fee Agreement. On a monthly basis, Firm will bill client for work performed
     and funds  expended on behalf of Client,  in addition to any other  amounts
     due Firm (the  "Monthly  Bill").  If Client has not paid said  monthly bill
     within two weeks,  then Firm shall be  entitled  to sell as many shares are
     required from the Registered Shares to pay said Monthly Bill in full.

                                 New Cinema Partners, Inc.

Dated:  ___4/12/00________   BY:   /s/ Martin Lapedus
                                     Martin Lapedus

                                  JAFFE FREEDMAN & HAIT, LLC

Dated:  ___4/12/00________   BY:   /s/ Jay J. Hait
                                      Jay J. Hait
EX-5.01            OPINION AND CONSENT JAY J. HAIT, ESQ.

                           JAFFE FREEDMAN & HAIT, LLC
                               Court House Towers
                            39 Hudson St., Suite 102
                              Hackensack, NJ 07601
                              Phone: (201) 441-9377
                               Fax: (201) 441-9370

April 12, 2001

New Cinema Partners, Inc.
357 Bay St., Suite 404
Toronto, OT  CA  M5H 2T7

                       Re: Form S-8 Registration Statement

Ladies and Gentlemen:

     I have  acted  as  counsel  for New  Cinema  Partners  (the  "Company")  in
connection  with the  preparation  of the  Registration  Statement  on Form S-8,
relating to the sale by the Company of 500,000 shares of common stock, par value
$.001 per share (the "Shares"),  issuable upon the successful submission of this
docuemnt.

     I have examined such  documents and have reviewed such  questions of law as
we have considered necessary and appropriate for the purposes of the opinion set
forth below.

     In rendering my opinion set forth below, I have assumed the authenticity of
all documents  submitted to us as originals,  the  genuineness of all signatures
and the  conformity to authentic  originals of all documents  submitted to me as
copies. I have also assumed the legal capacity for all purposes  relevant hereto
of all  natural  persons  and with  respect  to all  parties  to  agreements  or
instruments  relevant  hereto other than the Company,  that such parties had the
requisite power and authority (corporate or otherwise) to execute,  deliver, and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise),  executed
and delivered by such parties and that such  agreements or  instruments  are the
valid, binding, and enforceable  obligations of such parties. As to questions of
fact material to my opinion,  I have relied upon certificates of officers of the
Company and of public officials.

     Based on the foregoing, I am of the opinion that such Shares have been duly
authorized  and, upon issuance,  delivery,  and payment  therefore in accordance
with the terms of the Fee  Agreement  between  myself and the  Company,  will be
validly issued, fully paid, and nonassessable.

     I am admitted to the Bar of the State of New York.  I express no opinion as
to the laws of any jurisdiction other than the laws of the State of New York.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement.

                                            Very truly yours,

                                            /s/Jay J. Hait
                                            -----------------------
                                            Jay J. Hait