<PAGE>

EMPLOYMENT AGREEMENT EXECUTED IN MONTREAL, QUEBEC, ON JUNE 10, 2002



BETWEEN :    TOUCHTUNES MUSIC  CORPORATION,  a corporation  incorporated under
             the Laws of Nevada.
             (hereinafter referred to as the "CORPORATION")

AND :        Mr. JOHN B. PERRACHON
             45 MAYHEW AVE.
             LARCHMONT, NY
             10538-2740


             (hereinafter referred to as the "EXECUTIVE")


IT IS AGREED AS FOLLOWS:


     WHEREAS the Corporation wishes to retain the services of Executive to
provide the services hereinafter described during the term hereinafter set out;


     NOW THEREFORE THIS AGREEMENT WITNESSSES that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the parties agree as follows;

1         TERM

1.1       The Corporation shall employ Executive effective June 10, 2002 for an
          indefinite term. Executive understands and agrees that he must
          relocate to the head office of its Canadian subsidiary in Montreal,
          Quebec, Canada within six (6) months of the start of his employment
          with the Corporation

2         DUTIES

2.1       The Corporation engages Executive as President and Chief Executive
          Officer. In such capacity, Executive shall perform such duties and
          exercise such powers pertaining to the management of the Corporation
          as are customarily associated with such positions.

2.2       By his acceptance hereof, Executive agrees to devote substantially all
          of his working time, attention and skill to the Corporation and to
          make every effort

<PAGE>


                                                                              2

          necessary to promote the success of the Corporation's business and
          perform adequately the duties that are assigned to him.

3         REPORTING PROCEDURES

3.1       Executive shall report directly to the Board of Directors of the
          Corporation.

4         RENUMERATION

4.1       The annual base salary payable to Executive for his services hereunder
          shall be $275,000.00 USD, exclusive of bonuses, benefits and other
          incentive compensation. The annual base salary payable to Executive
          pursuant to the provisions of the Section 4 shall be payable in
          accordance with the Corporation's normal practices less any deductions
          or withholdings required by law. The base salary shall be reviewed
          annually on or about the Executive's anniversary date for the purpose
          of considering an increase. Any such increase shall take into account
          performance considerations and increases in the cost-of-living.

4.2       The Corporation shall provide Executive with employee benefits
          comparable to those provided by the Corporation from time to time to
          other senior executives of the Corporation.

5         STOCK OPTIONS

5.1       Executive shall be granted an option (the "Option") to purchase
          1,500,000 shares of the common stock of TouchTunes Music Corporation
          (hereinafter "TTMC") in conformity with the TouchTunes Music
          Corporation 2000 Long-Term Incentive Plan. Said options will carry an
          exercise price of $0.50 or less per share.

5.2        None of the Option shall vest during the first year of employment
          (except in the case of sections 5.3 and 5.5). However on the first
          anniversary date of employment, a portion of the Option representing
          500,000 shares will vest immediately. Effective the first anniversary
          date, the balance of the Option will begin vesting over a two-year
          period in equal quarterly installments of 125,000 shares each.

5.3       As soon as the Executive relocates to Montreal, the Option will begin
          vesting quarterly at the rate of 125,000 shares retroactively from the
          effective date of the Agreement.

5.4       Should CDP Capital Communications and CDP Sofinov exercise their
          option to convert the outstanding Unsecured Loan Facility into Common
          Shares of the Corporation at $0.50 per share, the Corporation will
          provide additional options to compensate for the dilutive effect of
          such exercise so as to provide to Executive the same percentage of the
          outstanding shares as of the date of this Agreement if he exercised
          the entire Option.

<PAGE>


                                                                              3

5.5       In the event of a Change of Control of the Corporation, the unvested
          portion of the Option shall become immediately vested.

5.6       For the purpose of this Agreement, Change of Control shall occur when
          the Corporation is amalgamated, merged or consolidated with another
          corporation or when all or substantially all of the assets or more
          than 50% of the outstanding voting shares of the Corporation is
          acquired by any other corporation or person or group of persons, or La
          Caisse and Innovatech together cease to control more than 50% of the
          outstanding voting shares of the Corporation. La Caisse shall mean La
          Caisse de Depot et Placement du Quebec and its subsidiaries and
          Innovatech shall mean Societe Innovatech du Grand Montreal.

6         BONUS

6.1       Executive is entitled to an annual bonus of up to 100% of his annual
          base salary. Said bonus shall be payable on an annual basis at the
          discretion of the compensation committee based on profitability
          objectives recommended by the Executive and approved by the Board.
          Said bonus shall be payable no later than thirty days after approval
          by the Board.

7         VACATION

7.1       Executive shall be entitled to four weeks of paid vacation per fiscal
          year of the Corporation. Should Executive decide not to take all the
          vacation to which he is entitled in any fiscal year, Executive shall
          be entitled to take up to one (1) of such vacation weeks during the
          following fiscal year.

8         EXPENSES

8.1       Executive shall be reimbursed for all reasonable travel and other
          out-of-pocket expenses incurred by Executive from time to time in
          connection with carrying out his duties hereunder. Executive shall
          furnish to the Corporation supporting evidence for expenses in respect
          of which Executive seeks reimbursement.

8.2       During the initial six-month employment period, prior to Executive
          relocating to Montreal, Executive shall be reimbursed for all travel
          and lodging costs associated with time spent in Montreal. Executive
          shall furnish to the Corporation supporting evidence for expenses in
          respect of which Executive seeks reimbursement.

8.3       The Corporation agrees to provide the Executive with a monthly
          automobile allowance of $600 CDN upon his relocation to Montreal.

8.4       The Corporation agrees to reimburse the Executive for all reasonable
          and customary out-of-pocket moving costs incurred in respect of his
          relocation to Montreal.

<PAGE>


                                                                              4


9         TERMINATION

9.1       This Agreement may be terminated, except for continuing obligations
          hereunder as at any such termination, in any of the following
          eventualities and with the following consequences:

9.1.1     at any time, for Cause, on simple notice from the Corporation to
          Executive the whole without any other notice or any pay in lieu of
          notice or any indemnity whatsoever (except to the extent provided for
          in article 24) from the Corporation to Executive, and any further
          claims or recourse by Executive against the Corporation or its
          affiliates in respect of such termination; or

         "CAUSE" shall mean cause for dismissal without either notice or payment
         in lieu of notice for reasons of conviction of fraud or embezzlement,
         gross  negligence, willful breach or reckless disregard or gross
         dereliction of duty, incapacity that in the Corporation's reasonable
         judgment is materially detrimental to the Corporation or refusal to
         perform employment functions in either case due to drug use or alcohol
         addiction, conviction of a felony, any of such, not corrected within
         thirty (30) days of notice to that effect and discriminatory practices
         governed by statute.

9.1.2     Upon three (3) month notice in writing from Executive to the
          Corporation, specifying his intention to resign, in which event the
          Corporation shall be obliged to pay Executive his base salary
          hereunder earned before the date of termination and keep all his
          benefits the same to the date of termination and the Corporation shall
          have no further obligations hereunder in the event of such
          resignation; or

9.1.3     Upon written notice from the Corporation to Executive during the
          period prior to Executive's relocation to Montreal, in the event of
          termination of his employment without Cause, in which event the
          Corporation shall pay Executive an indemnity in lieu of notice in a
          lump sum equal to six (6) months of Executive's base salary at the
          time of termination, and the Corporation shall have no further
          obligations hereunder in the event of such termination. Executive
          shall have no further claims or recourse against the Corporation or
          any of its affiliates in respect of such termination (Except for
          Section 9.1.5 and Section 24).

9.1.4     Upon written notice from the Corporation to Executive during the
          period subsequent to Executive's relocation to Montreal, in the event
          of termination of his employment without Cause, in which event the
          Corporation shall pay Executive an indemnity in lieu of notice in a
          lump sum equal to twelve (12) months of Executive's base salary at the
          time of termination, and the Corporation shall have no further
          obligations hereunder in the event of such termination. Executive
          shall have no further claims or recourse against the Corporation or
          any of its affiliates in respect of such termination (Except for
          Section 9.1.5 and Section 24).

<PAGE>


                                                                              5

9.1.5     If the Executive is terminated for reasons other than Cause the
          unvested portion of the Option shall be deemed to have vested at the
          rate of 125,000 shares per quarter commencing with the effective date
          of the Agreement, viz : after Q1- 125,000, after Q2- 250,000, after
          Q3- 375,000 and after Q4- 500,000.

9.2       For Disability/Death

          9.2.1     The Corporation may immediately terminate this Agreement by
                    notice to Executive if Executive becomes permanently
                    disabled. Executive shall be deemed to have become
                    permanently disabled in the event of any mental incapacity
                    or physical disability of such severity that Executive shall
                    have been unable to attend to any normal duties with the
                    Corporation for more than nine (9) consecutive months in any
                    year or for twelve (12) months out of any period of
                    twenty-four (24) consecutive months during the employment
                    period.

          9.2.2     This Agreement shall terminate without notice upon the death
                    of Executive.

          9.2.3     In the case of disability or death of the Executive, the
                    unvested portion of the Option shall become immediately
                    vested.


10        SEVERANCE PAYMENTS

10.2      Upon termination of Executive's employment for Cause or by the
          voluntary termination of employment of Executive as set forth in
          Sections 9.1.1 and 9.1.2, Executive shall not be entitled to any
          severance payment or any other payments at law or otherwise other than
          base salary earned by Executive before the date of termination. If
          Executive's employment is terminated for any reason other than the
          reasons set forth in Section 9.1.1 or 9.1.2, Executive shall be
          entitled to receive an indemnity in lieu of notice, severance payment
          or any other amount at law or otherwise, in a lump sum amount equal to
          six (6) months of Executive's base salary at the time of termination
          if Executive has not relocated to Montreal or twelve (12) months of
          Executive's base salary at the time of termination if Executive has
          relocated to Montreal. The Corporation shall have no further
          obligations hereunder in the event of such termination. Executive
          shall have no further claims or recourse against the Corporation or
          any of its affiliates in respect of such termination other than
          pursuant to Article 24.

11        CONFIDENTIALITY

11.1      Executive shall not, directly or indirectly, without the specific
          prior written consent of the Corporation, at any time after the date
          hereof, divulge to any business, enterprise, person, firm,
          corporation, partnership, association or other entity, or use

<PAGE>


                                                                              6

          for Executive's own benefit, (i) any confidential information
          concerning the businesses, affairs, customers, suppliers or clients of
          the Corporation or its affiliates, including, without limitation, any
          trade secret (process, plan, form, marketing strategy, etc.), all
          computer programs in any form (diskette, hard disk, tape, printed
          circuit, etc.), all access codes to computer programs together with
          any plan, sketch, diagram, card, contract, bid, price list and client
          list relative to the Corporation's business, or (ii) any non-public
          data or statistical information of the Corporation or its affiliates,
          whether created or developed by the Corporation or its affiliates or
          on their behalf or with respect to which Executive may have knowledge
          or access (including, without limitation, any of the foregoing created
          or developed by Executive), it being the intent of the Corporation and
          Executive to restrict Executive from disseminating or using any data
          or information that is at the time of such use or dissemination
          unpublished and not readily available or generally known to persons
          involved or engaged in businesses of the type engaged in from time to
          time by the Corporation (the "Confidential Information"). For purposes
          of this Employment Agreement, Confidential Information shall not be
          deemed to include:

          11.1.1    Information  that,  at the time of  disclosure  under
                    this  Employment   Agreement  or  during  Executive's
                    employment,  is in the public  domain or that,  after
                    disclosure  under  this  Employment  Agreement  or in
                    connection with Executive's employment,  becomes part
                    of the  public  domain by  publication  or  otherwise
                    through no action or fault of  Executive or any other
                    party subject to an obligation of confidentiality;

          11.1.2    Information that the Corporation authorizes Executive to
                    disclose in writing; or

          11.1.3    Information that Executive is required to disclose pursuant
                    to a final court order that the Corporation has had an
                    opportunity (if possible) to contest prior to any such
                    disclosure.


11.2      This undertaking to respect the confidentiality of the Confidential
          Information and to not make use of or disclose or discuss it to or
          with any person shall continue to have full effect notwithstanding the
          termination of Executive's employment with the Corporation for a
          period of three (3) years following the date of such termination.


12        NON-SOLICITATION

12.1      Executive agrees that he shall not, during his employment and for a
          period of twelve (12) months following the termination of his
          employment, on his own behalf or on behalf of any person, whether
          directly or indirectly, in any capacity whatsoever, alone, through
          or in connection with any person, employ, offer employment to or

<PAGE>


                                                                              7

          solicit the employment or the engagement of or otherwise entice away
          from the employment of the Corporation or its subsidiaries, any
          individual who is employed by the Corporation or its subsidiaries at
          the time of the termination of Executive's employment or who was
          employed by the Corporation or its subsidiaries in the six (6) month
          period preceding the termination of Executive's employment.

13        NON-COMPETITION

13.1      Provided that such termination does not result from a breach and so
          long as the severance payments reported in this Agreement are being
          paid, Executive agrees that during his employment and for a period of
          twelve (12) months after Executive ceases to be employed by the
          Corporation, Executive shall not, directly or indirectly, for
          Executive's own account or as an employee, officer, director, partner,
          joint venture, shareholder, investor, consultant or otherwise (except
          as an investor in a corporation whose stock is publicly traded and in
          which Executive holds less than 5% of the outstanding shares) engage
          in any business or enterprise, in the United States of America, that
          directly or indirectly competes with the business of the Corporation,
          as it exists now or in the future during his employment.

14        INTELLECTUAL PROPERTY

14.1      For the purposes of this Agreement, the term "Inventions" means
          ideas, designs, concepts, techniques, inventions and discoveries,
          whether or not patentable or protectable by copyright and whether or
          not reduced to practice, including but not limited to devices,
          processes, drawings, works of authorship, computer programs, methods
          and formulas together with any improvement thereon or thereto,
          derivative works therefrom and know-how related thereto made,
          developed or conceived by Executive while at the employment of the
          Corporation during working hours using the Corporation's data or
          facilities and which relates to the Corporation's areas of business.

14.2      Executive shall assign and hereby does assign all Inventions to the
          Corporation. Executive shall disclose all Inventions in writing to the
          Corporation, shall assist the Corporation in preparing patent or
          copyright applications for Inventions, and execute said applications
          and all other documents required to obtain patents or copyrights for
          those Inventions and/or to vest title thereto in the Corporation, at
          the Corporation's expense, but for no additional consideration to
          Executive. In the event that the Corporation requires assistance under
          this Section after termination of employment, Executive shall provide
          such assistance at the cost and expense of the Corporation.

14.3      During the term of this Agreement or after termination, on request of
          the Corporation and at the cost and expense of the Corporation,
          Executive shall execute specific assignments in favor of the
          Corporation or nominees of any of the

<PAGE>


                                                                              8


          Inventions covered by this Section, as well as execute all papers and
          perform all lawful acts that the Corporation considers reasonably
          necessary or advisable for the preparation, prosecution, issuance,
          procurement and maintenance of patent or copyright applications and
          patents and copyrights for the Inventions, and for transfer of any
          interest Executive may have, and shall execute any and all papers and
          lawful documents required or necessary to vest title in the
          Corporation or its nominee in the Inventions.

15        ENFORCEABILITY

15.1      Executive agrees that, for the purposes of Sections 11 to 15, all
          covenants and restrictions in favor of the Corporation are also made
          in favor of its subsidiaries and that the remedies provided for in
          this Section 15 also apply to its subsidiaries.

15.2      Executive hereby confirms and agrees that the covenants and
          restrictions pertaining to Executive contained in this Agreement,
          including, without limitation those contained in Sections 11 to 15
          hereof, are reasonable and valid.

15.3      Without limiting the remedies available to the Corporation, Executive
          hereby expressly acknowledges and agrees that a breach of the
          covenants contained in Sections 11 to 15 may result in materially
          irreparable harm to the Corporation for which there is no adequate
          remedy at law; that it will not be possible to measure damages for
          such injuries precisely, and that, in the event of such a breach, the
          Corporation shall be entitled to obtain any or all of a temporary
          restraining order and a preliminary or permanent injunction
          restraining Executive from engaging in activities prohibited by the
          provisions of Sections 11 to 15 or such other relief as may be
          required to enforce specifically any of the covenants of Sections 11
          to 15. Such proceedings shall not preclude the Corporation from
          claiming for damages that it has suffered.

16        RETURN OF MATERIALS

16.1      All files, forms, brochures, books, materials, written correspondence,
          memoranda, documents, manuals, computer disks, software products and
          lists (including lists of customers, suppliers, products and prices)
          pertaining to the business of the Corporation or any of its affiliates
          and associates that may come into the possession or control of
          Executive shall at all times remain the property of the Corporation or
          such subsidiary or associate, as the case may be. On termination of
          Executive's employment for any reason, Executive agrees to deliver
          promptly to the Corporation all such property of the Corporation in
          the possession of Executive or directly or indirectly under the
          control of Executive. Executive agrees not to make for his personal or
          business use or that of any other party, reproductions or copies of
          any such property or other property of the Corporation.


<PAGE>


                                                                              9

17        GOVERNING LAW

          This Agreement shall be construed in accordance with and governed by
          the laws of the Province of Quebec.

18        SEVERABILITY

18.1      If any provision of this Agreement, including the breadth or scope of
          such provision, shall be held by any court of competent jurisdiction
          to be invalid or unenforceable, in whole or in part, such invalidity
          or unenforceability shall not affect the validity or enforceability of
          the remaining provisions, or part thereof, of this Agreement and such
          remaining provisions, or part thereof, shall remain enforceable and
          binding.

19        NO ASSIGNMENT

19.1      Neither party may assign, pledge or encumber its interest in this
          Agreement nor assign any of the rights or duties of such party under
          this Agreement without the prior written consent of the other party.

20        SUCCESSORS

20.1      This Agreement shall be binding on and inure to the benefit of the
          successors and assigns of the Corporation and the heirs, executors,
          personal legal representatives and permitted assigns of Executive.

21        SURVIVAL OF COVENANTS

21.1      Insofar as any of the obligations contained in this Agreement are
          capable of surviving termination of this Agreement they shall so
          survive and continue to bind Executive notwithstanding the termination
          of the Agreement for whatsoever reason.

22        COMPLETE UNDERSTANDING

22.1      Once signed, this Agreement replaces all prior written and/or oral
          agreements between Executive and the Corporation with regard to
          Executive's terms of employment with the Corporation. This Agreement
          may not be changed orally, but only in an agreement in writing signed
          by both parties.

23        LEGAL ADVICE

23.1      Executive hereby represents and warrants to the Corporation and
          acknowledges and agrees that he had the opportunity to seek and was
          not prevented nor discouraged by the Corporation from seeking
          independent legal advice prior to the execution and delivery of this
          Agreement and that, in the event that he did not avail himself of that
          opportunity prior to signing this Agreement, he did so voluntarily
          without any


<PAGE>


                                                                             10

          undue pressure and agrees that his failure to obtain independent legal
          advice shall not be used by him as a defense to the enforcement of his
          obligations under this Agreement.

24        INDEMNITY

24.1      The Corporation hereby agrees to indemnify and hold the Executive
          harmless to the maximum extent permitted under the law from and
          against any liability, claims and expenses arising out of or in any
          way related to the fulfillment by the Executive of his duties
          hereunder including reasonable attorneys fees and costs associated
          therewith provided, that the foregoing indemnification shall not apply
          to claims, liabilities and expenses arising from the gross negligence
          or willful malfeasance of the Executive.

25        BREACH

25.1      If the Corporation is in breach or default of any material provision
          of this Agreement and fails to cure such breach within 30 days after
          having received a written notice thereof from the Executive, the
          Executive shall have the right to terminate immediately this Agreement
          in which case the Executive shall be entitled to the rights he would
          have hereunder if he were terminated pursuant to section 9.1.4 hereof.

26        ENFORCEMENT EXPENSES

26.1      If either party hereto shall commence any legal proceedings against
          the other party with respect to any of the terms or conditions of this
          Agreement, the prevailing party shall also be awarded its costs and
          expenses of the litigation, including reasonable attorney's fees.

27        LANGUAGE

27.1      The parties hereto specifically requested that the present Agreement
          be drawn up in English. Les parties aux presentes ont specifiquement
          requis que cette convention soit redigee en anglais.


                            (SIGNATURES ON PAGE 11.)


<PAGE>


                                                                             11


          IN WITNESS WHEREOF the parties hereto have executed this Agreement as
          of the date first above written.




                                       TOUCHTUNES MUSIC CORPORATION



                                       /s/ Pierre Desjardins
                                       ---------------------------------------
                                       Pierre Desjardins



                                       Chairman of the Board



                                       EXECUTIVE




                                       /s/ John B. Perrachon
                                       ---------------------------------------
                                       John B. Perrachon