EXHIBIT 10.1

                             AGREEMENT OF EMPLOYMENT

THIS AGREEMENT OF EMPLOYMENT ("Agreement") is made and entered into in duplicate
this   31   day  of     July     ,  200 2 , by and between  PERFORMANCE  CAPITAL
    --------       --------------      ---
MANAGEMENT, LLC, a Limited Liability Company ("Employer"), and David J. Caldwell
("Executive").

                                    RECITALS


     A.     Employer  is  a Limited Liability Company duly organized and validly
existing  pursuant  to  the  laws  of  the  State  of  California.

     B.     Employer  is in the business of acquiring, processing, servicing and
collecting  commercial  and  consumer  indebtedness.

     C.     Employer  desires  to  employ  Executive,  subject  to the terms and
conditions  specified  in  this  Agreement.

     D.     Executive  hereby  accepts  employment  with  Employer  as  Chief
Operations Officer of Employer, subject to the terms and conditions specified in
this  Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED  TO  BE  A  SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL COVENANTS,
PROMISES,  UNDERTAKINGS, AGREEMENTS, REPRESETNATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND  OTHER  GOOD  AND  VALUABLE  CONSIDERATION, THE RECEIPT AND
SUFFICIENCY  OF  WHICH  ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND  WARRANT  AS  FOLLOWS:

                                   ARTICLE I.
                               TERM OF EMPLOYMENT

     SECTION1.1 SPECIFIED TERM.  Employer hereby employs Executive and Executive
hereby  accepts  employment  with  Employer  for  a  period  of  five  (5) years
commencing  on  the  date  of  execution  and  delivery  of  this  Agreement.

     SECTION 1.2 AUTOMATIC RENEWAL OF TERM.  The term of this Agreement shall be
renewed automatically for succeeding periods of one (1) year each, unless either
party  gives  to  the other party notice, at least ninety (90) days prior to the
expiration  of any such term, of the noticing party's intention not to renew the
term  of  this  Agreement.

     SECTION  1.3  "EMPLOYMENT  TERM" DEFINED.  As specified herein, the phrases
"term  of employment," "employment term," and "term of this Agreement" refer to,
and  shall  mean, be defined as and include, any and all renewals of the term of
this  Agreement.


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                                   ARTICLE II.
                       DUTIES AND OBLIGATIONS OF EXECUTIVE

     SECTION  2.1  GENERAL  DUTIES.  Executive  shall  serve as Chief Operations
Officer  of  PERFORMANCE CAPITAL MANAGEMENT, LLC, a California Limited Liability
Company.  In  Executive's  capacity as the Chief Operations Officer of Employer,
Executive  shall  do  and  perform  all  services,  acts, or things necessary or
appropriate  to manage and conduct the financial and fiscal affairs of Employer,
subject  at  all  times to the policies established by the Board of Directors of
Employer  ("Board"),  and to the consent of the Board when required.  The duties
to be performed by Executive shall be determined from time to time by the Board.

     SECTION  2.2  DEVOTION  TO  EMPLOYER'S  BUSINESS.

     A.     Exclusive  Services.  During  his  employment  by  the Employer, the
Executive  shall  not, without the express prior written consent of the Board of
Directors, engage directly or indirectly in any outside employment or consulting
of  any  kind,  whether  or  not  the  Executive  receives remuneration for such
services,  or  other  activity that relates to any line of business in which the
Employer  is at that time engaged or plans to engage in, or that would otherwise
conflict  with  the  Executive's  employment obligations, contractual duties, or
fiduciary  obligations  to  the  Employer

     SECTION  2.3  COMPETITIVE  ACTIVITIES.  During  the  term of this Agreement
Executive  shall  not,  directly or indirectly, either as an employee, employer,
consultant, agent, principal, partner, stockholder, corporate officer, director,
or  in any other individual or representative capacity, engage or participate in
any  business  that is in competition in any manner whatsoever with the business
of  Employer.

                                  ARTICLE III.
                             OBLIGATIONS OF EMPLOYER

     SECTION  3.1  GENERAL  DESCRIPTION.  Employer  shall provide Executive with
the compensation, incentives and benefits specified elsewhere in this Agreement.

     SECTION  3.2  OFFICE  AND  STAFF.  Employer  shall  provide  Executive with
equipment,  supplies,  facilities and services, suitable to Executive's position
and adequate for the performance of Executive's duties created by the provisions
of  this  Agreement.

     SECTION  3.3  REIMBURSEMENT  OF BUSINESS EXPENSES.  Executive is authorized
to  incur  reasonable  business expenses for promoting the business of Employer,
including  expenditures  for  entertainment,  and  travel in accordance with the
policies  and practices of Employer then in effect.  Reimbursement shall be paid
within  two  weeks  of  presentation  of expense statements or vouchers and such
other  supporting  information  as  Employer  may  reasonably  require.

     SECTION  3.4  INDEMNIFICATION.  Employer  shall  indemnify  Executive,  if
Executive  is  made a party to or threatened to be made a party to, or otherwise
involved  in,  any proceeding commenced during the employment term, or after the
employment  term,  because Executive is or was an employee or agent of Employer.
The  indemnification  contemplated  by  the provisions of this Section 3.4 shall
include  any  and  all  expenses,  judgments, fines, penalties, settlements, and
other  amounts, actually and reasonably incurred by Executive in connection with
the  defense  or settlement of any such proceeding; provided, however, Executive
shall  have  acted  in  good  faith  and  in  a manner that Executive reasonably
believed  to be in the best interests of Employer and, in a criminal proceeding,
Executive  had  no  reasonable  cause  to  believe  that Executive's conduct was
unlawful.  It  is  agreed  and  understood that a conflict of interest may arise
between  the parties.  It is agreed that the Employer is entitled to participate
in  good  faith  in  the  selection  of  Executive's  separate  legal  counsel,


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which  Employer  will  pay for, if necessary. Executive agrees to cooperate with
Employer  in  all  strategy  and settlement decisions. Any dispute arising under
this section, including the settlement of any action either jointly or severally
shall  be  subject  to  the  arbitration  provisions  of  Section  8.1.

     SECTION  3.5  ADVANCES  OF  EXPENSES.  Any and all expenses, including, but
not  limited to, filing fees, costs of investigation, attorney's fees, messenger
and  delivery  expenses,  postage,  court  reporters'  fees and similar fees and
expenses,  incurred by Executive in any proceeding shall be advanced by Employer
prior  to the final disposition of such proceeding and subject to considerations
of  reasonableness  at  the  written request of Executive, but only if Executive
shall  undertake  to  repay  such  advances, unless and to the extent that it is
ultimately  determined  that  Executive  is  entitled  to  indemnification.

     SECTION 3.6 INDEMNIFICATION NOT EXCLUSIVE. The indemnification contemplated
by  the  provisions of this Agreement shall not be deemed exclusive of any other
rights  to  which  Executive  may  be entitled pursuant to the provisions of the
Articles  of  Incorporation  or  Bylaws  of  Employer, or any agreement, vote of
shareholders,  or  disinterested  directors,  the General Corporation Law of the
State  of California, or otherwise, both as to action in his official capacities
as an employee or agent of Employer and as to action in any other capacity while
serving as an employee or agent of Employer. The indemnification contemplated by
the  provisions of this Agreement shall continue as to the Executive although he
may  have  ceased  to be an employee or agent of Employer and shall inure to the
benefit  of  the  heirs and personal representatives of Executive, including the
estate  of  Executive.

                                   ARTICLE IV.
                            COMPENSATION OF EXECUTIVE

     SECTION  4.1  ANNUAL  SALARY.  As  compensation  for  the  services  to  be
rendered  by  Executive pursuant to provisions of this Agreement, Employer shall
pay  Executive  or  cause  Executive to be paid (by an affiliate of Employer) an
annual  salary  in  the amount of Two hundred thousand dollars, payable in equal
semi-monthly  installments  of Eight thousand three hundred thirty three dollars
and  thirty  four  cents.

     SECTION 4.2  PROFIT BONUSES.  Executive shall receive bonus compensation as
follows:

     (a)     $12,500.00  payable  February  2002  and $12,500.00 payable October
2002,

     (b)     at  the  end of the first year following the effective date of this
agreement, Executive shall be entitled to a bonus payment calculated as follows:
Executive  shall share in an equal amount, with all other executives, the sum of
the  total  of  all executive annual salaries times two and one half percent for
each  and  every  percentage  point for which the ratio of operating expenses to
gross  revenues  derived directly from collection activity (excluding e.g. sales
revenues  collections)  is  less  than  55%  for  a  specific  calendar  year as
calculated on a cash flow basis.  Bonus payments owed pursuant to this paragraph
shall  be  due  30  days  following  the  last day of the first anniversary year
following  the  effective  date  of this agreement.  This bonus payment shall be
reviewed,  amended or cancelled going forward annually on the anniversary of the
effective date of the agreement by the Employer's Board of Directors; any change
in  this  bonus  payment  will be communicated to Executive in writing within 60
days  of  said  anniversary date or said bonus payment will be due the following
year.

     SECTION  4.3  OWNERSHIP  INTEREST.  Executive  will  receive in lieu of any
outstanding  equity  or  equivalent interest in the Employer, a sum equal to the
total of all executive annual salaries divided by the total number of Executives
employed  by Employer at the time of (a) the Employer becoming a "C" corporation
or (b) the Employer selling substantially all of its membership units or assets,
said  sum to be payable thirty (30) prior to the occurrence of either event. For
the  purposes  of  this  section


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Executives  shall  be  confined  to  the  following  positions:  Chief Operating
Officer,  Chief  Information  Officer,  Chief  Human Relations Officer and Chief
Officer  of  Legal  Affairs.

     SECTION  4.4  TAX  WITHHOLDING.  Employer shall have the right to deduct or
withhold  from  the  compensation  due  and payable to Executive pursuant to the
provisions of this Agreement any and all amounts required for federal income and
Social  Security  taxes and all state or local taxes now applicable or which may
be  enacted  and  may  become  applicable  in  the  future.

                                   ARTICLE V.
                               EXECUTIVE BENEFITS

     SECTION 5.1  ANNUAL VACATION.   During the employment term, Executive shall
be  entitled  to  an  annual  vacation  leave,  of  three  weeks without loss of
compensation.  Executive  may be absent from his employment for vacation only at
such  times  as  the  Board shall determine from time to time. In the event that
Executive  is  unable  for  any reason to take the total amount of vacation time
authorized  herein  during  any  year,  except  at  the  specific request of the
Employer,  said  vacation benefit will be forfeited. There will be no accrual of
vacation  time.  The  three weeks of vacation pay will vest on January 1 of each
calendar year such that Executive will be entitled to take up to three weeks off
with  pay  during  that  year.  In  the  event  this  employment relationship is
terminated,  executive  will be entitled to be compensated only for the prorated
portion  of  vacation,  including  reimbursing  Employer  for  used but unearned
vacation.

     SECTION  5.2  PAID HOLIDAYS. During the employment term, Executive shall be
entitled  to  a  holiday  with full pay on each New Year's Day, President's Day,
Memorial  Day,  Independence  Day, Labor Day, Thanksgiving Day and Christmas Day
during  the  term  of  this Agreement, and such other days as Employer currently
provides  other  employees.

     SECTION  5.3  HEALTH  CARE  BENEFITS.  During the employment term, Employer
shall  include  Executive  and his dependents in the hospital, surgical, medical
and  dental  benefit  plan  adopted  and  maintained  by  Employer  for  senior
executives.  Executive  shall be entitled to sick days/personal days as Employer
currently  provides  other  employees.

     SECTION  5.4  OTHER  BENEFITS.  During  the employment term, Employer shall
provide  the Executive such other benefits as Employer, in its sole and absolute
discretion,  may  determine  to  be  necessary  or  appropriate.

                                   ARTICLE VI.
                            TERMINATION OF EMPLOYMENT

     SECTION  6.1  TERMINATION.   Either party shall have the right to terminate
this  Agreement  with  or without Cause before the expiration of the Term or any
Renewal  Term, as provided below.  Whatever the circumstances of the termination
may be, the Executive shall continue to be bound after termination by Articles 7
and  8  of  this  Agreement.

     SECTION  6.2  TERMINATION  FOR  CAUSE.

     A.     Employer reserved the right to terminate this Agreement if Executive
willfully  breaches  or  habitually  neglects the duties which he is required to
perform  pursuant  to  the provisions of this Agreement; or commits such acts of
dishonesty,  fraud,  misrepresentation or other acts of moral turpitude as would
prevent  the  effective  performance  of  his  duties.


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     B.     Employer,  at  its  option,  may  terminate  this  Agreement for the
reasons  stated  in  this  section  by  giving  written notice of termination to
Executive  without  prejudice  to  any  other  remedy  to  which Employer may be
entitled  either  at  law,  in  equity,  or  pursuant  to the provisions of this
Agreement.

     C.     The notice of termination required by this section shall specify the
ground  for  the  termination  and shall be supported by a statement of relevant
facts.

     D.     Termination pursuant to this section shall be considered "for cause"
for  the  purposes  of  this  Agreement.

     E.     If the Employer terminates the Executive's employment for Cause, the
Employer shall pay to the Executive any compensation due under Article 4 of this
Agreement,  including  any  unused  vacation,  prorated  through  the  date  of
termination, and the Employer shall have an option to purchase all the ownership
interest  of  the  Executive,  if any, in accordance with the agreement creating
such  interest.  The  Executive  shall  have  no  right  to  receive any further
compensation  or  benefits  otherwise  payable under any other provision of this
Agreement.

     F.     Termination  by  Executive.  Executive may terminate his obligations
pursuant  to this Agreement by giving Employer at least thirty (30) days written
notice  in  advance.  In  the  event  Executive  terminates his obligations said
termination  shall  be  treated  as  for  cause

     SECTION  6.3  TERMINATION  WITHOUT  CAUSE.

     A.     This  Agreement  shall  be  terminated  upon the death of Executive.

     B.     Employer  reserves  the  right  to terminate this Agreement not less
than  three (3) months after Executive suffers any physical or mental disability
that  would  prevent  the  performance  of  hisessential  duties with or without
reasonable  accommodation,  pursuant  to  the provisions this Agreement.  Such a
termination  shall  be  effected  by  giving thirty (30) days' written notice of
termination  to  Executive.  Executive  agrees  to submit to and cooperate fully
with  an  independent  medical  examination by medical professionals selected by
Employer.

     C.     Termination  pursuant  to  this section shall not be considered "for
cause"  for  the  purposes  of  this  Agreement.

     D.     Payment  upon  Termination.  Notwithstanding  any  provision of this
Agreement,  if  Employer  terminates  this Agreement without cause, it shall pay
Executive  an  amount  equal  to  the  lesser  of  six  (6) months salary or the
remaining  amount of salary due in term. However, in the event Executive accepts
employment  with  another  Debt  Buyer, Employer's obligation to continue to pay
severance  shall terminate.  All other provisions of this agreement shall remain
in  full  force  and  effect.

     SECTION 6.4 EFFECT OF MERGER, TRANSFER OF ASSETS, OR DISSOLUTION.

     A.     This  Agreement  shall  not  be  terminated  by  any  voluntary  or
involuntary  dissolution  of  Employer  resulting  from  either  a  merger  or
consolidation  in  which  Employer  is  not  the  consolidated  or  surviving
corporation,  or  a  transfer  of  all  or  substantially  all  of the assets of
Employer.

     B.     In  the  event  of  any  such merger or consolidation or transfer of
assets,  Employer's  rights, benefits, and obligations hereunder may be assigned
to  the  surviving  or  resulting  corporation  or  the transferee of Employer's
assets.


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<PAGE>
     C.     In  the event any such merger or consolidation or transfer of assets
results in Executive's termination, such termination shall be considered without
cause.


                                  ARTICLE VII.
                      CONFIDENTIALITY AND NON-SOLICITATION

     SECTION  7.1  NONDISCLOSURE.  The executive acknowledges that in the course
of  employment with the Employer, the Executive will have access to confidential
information.  Confidential  information  includes,  but  is  not  limited  to,
information  about either the Employer's clients, the terms and conditions under
which the Employer or its affiliates deals with clients, pricing information for
the  purchase  or  sale  of assets, customer lists, research materials, manuals,
computer  programs,  formulas  for analyzing asset portfolios, techniques, data,
marketing plans, and tactics, technical information, lists of asset sources, the
processes and practices of the Employer, all information contained in electronic
or  computer  files, all financial information, salary and wage information, and
any  other  information  that is designated by the Employer or its affiliates as
confidential  or  that  the  executive  knows  or  should  know is confidential,
information  provided  by  third parties that the Employer or its affiliates are
obligated  to  keep  confidential,  and all other proprietary information of the
Employer  or  its  affiliates.  The  executive  acknowledges  all  confidential
information  is  and shall continue to be the exclusive property of the Employer
or  its affiliates, whether or not prepared in whole or in part by the Executive
and whether or not disclosed to or entrusted to the Executive in connection with
employment  by  the Employer.  The Executive agrees not to disclose confidential
information, directly or indirectly, under any circumstances or by any means, to
any  third  persons  without  the  prior  written  consent of the Employer.  The
Executive  agrees  that he will not copy, transmit, reproduce, summarize, quote,
or  make  any  commercial  or  other use whatsoever of confidential information,
except  as  may  be  necessary  to  perform  work  done by the Executive for the
Employer.  The  executive  agrees  to  exercise  the  highest  degree of care in
safeguarding  confidential  information against loss, theft or other inadvertent
disclosure  and agrees generally to take all steps necessary or requested by the
Employer  to  ensure  maintenance  of  the  confidentiality  of the confidential
information.

     SECTION  7.2  EXCLUSIONS.  Section  6.1  shall  not  apply to the following
information:

(a)  information  now  and hereafter voluntarily disseminated by the Employer to
the  public  or which otherwise becomes part of the public domain through lawful
means;  (b)  information already known to the Executive as documented by written
records  which  predate  the  Executive's  employment  with  the  Employer;  (c)
information  subsequently  and  rightfully  received  from third parties and not
subject  to any obligation of confidentiality; and (d) information independently
developed  by  the Executive after termination of his employment. In relation to
part (b) of this section, the date of Executive's employment shall be considered
to  be  the  date on which Executive was first employed with Employer, including
Employer's  predecessors  in  interest. That operative date is January 15, 1998.

     SECTION  7.3  SUBPOENAS;  COOPERATION  IN  DEFENSE OF THE EMPLOYER.  If the
Executive, during employment or thereafter, is served with any subpoena or other
compulsory  judicial  or  administrative  process  calling  for  production  of
confidential  information  or  if  the Executive is otherwise required by law or
regulation to disclose confidential information, the Executive will immediately,
before making any such production or disclosure, notify the Employer and provide
it  with  such  information  as  may  be necessary for the Employer to take such
action  as the Employer deems necessary to protect its interests.  The Executive
agrees  to  cooperate reasonably with the Employer, whether during employment or
thereafter,  in  the  prosecution  or defense of all threatened claims or actual
litigation  in  which the Employer is or may become a party, whether now pending
or  hereafter brought, in which the Executive has knowledge or relevant facts or
issues.  The  Executive  shall  be  reimbursed  for  his reasonable expenses for
travel time due to cooperating with the prosecution or defense of any litigation
for  the  Employer.


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     SECTION  7.4  CONFIDENTIAL  PROPRIETARY  AND  TRADE  SECRET  INFORMATION OF
OTHERS.  The  Executive  represents  that  he  has disclosed to the Employer any
agreements  to  which  the  Executive  is  or  has  been  a  party regarding the
confidential  information  of  others  and  the  Executive  understands that the
Executive's  employment by the Employer will not require the Executive to breach
any  such  agreement.  The  Executive  will  not  disclose  such  confidential
information  to  the Employer nor induce the Employer to use any trade secret or
proprietary  information  received  from  another  under  an  agreement  or
understanding  prohibiting  such  use  or  disclosure.

     SECTION 7.5  NO UNFAIR COMPETITION.  The Executive hereby acknowledges that
the sale or unauthorized use or disclosure of any of the Employer's confidential
material  obtained by the Executive by any means whatsoever, at any time before,
during,  or  after  the  Term  or  any  Renewal  term,  shall  constitute unfair
competition.  The  Executive shall not engage in any unfair competition with the
Employer  or  its affiliates either during the Term, any Renewal Term, or at any
time  thereafter.

     SECTION  7.6  NON-SOLICITATION  OF EMPLOYEES.  During the period of six (6)
months  following  the  Termination  Date,  the  Executive shall not directly or
indirectly  solicit  for  employment  or  for  independent  contractor  work any
employee of the Employer, and shall not encourage any such employee to leave the
employment  of  the  Employer.

     SECTION  7.7  NON-SOLICITATION  OF  CUSTOMERS.  During  the  period  of six
months  following  the  Termination  Date,  the  Executive shall not directly or
indirectly (a) solicit for business any customers of the Employer, (b) encourage
any  such customers to stop using the facilities or services of the Employer, or
(c)  encourage  any  such  customers  to  use  the facilities or services of any
competitor  of  the  Employer,  provided  that  Employer  is  continuing  to pay
Employee's  severance  pay.  For  the  purposes  of  this  section,  "customers"
include;  original  creditors,  debt  brokers,  business  partners  and  other
individuals  from  whom  Employer  has  purchased  debt  portfolios.


                                  ARTICLE VIII.
                               GENERAL PROVISIONS

     SECTION  8.1  ARBITRATION.  Any  controversy,  dispute  or  claim ("Claim")
whatsoever  between  Executive  on the one hand, and the Employer, or any of its
employees,  officers,  and agents (collectively "Employer Parties") on the other
hand,  arising  out  of  this Agreement or in any way connected with Executive's
employment  or  the  termination  of  his employment shall be settled by binding
arbitration  at  the  request  of  either  party.  The parties shall agree on an
arbitrator  and,  if  no  agreement is reached, either party may petition to the
Superior  Court  for the selection of an arbitrator.  The arbitrator shall apply
California  substantive  law  and the California Evidence Code to the proceeding
unless otherwise agreed.  The demand for arbitration must be in writing and must
be  made  by  the  aggrieved  party within the applicable statute of limitations
period.  The  arbitration  shall  take  place in Orange County, California.  The
parties  shall  be  entitled to conduct reasonable discovery, including, without
limitation,  conducting depositions, propounding interrogatories, and requesting
documents.  The  arbitrator  shall  have  the  authority  to  determine  what
constitutes  reasonable  discovery and may, among other things, limit the number
of  depositions  a  party  may  take,  the number of interrogatories a party may
propound,  and  the  number  and  nature  of documents a party may request.  The
arbitrator  shall  prepare  in writing and provide to the parties a decision and
award which includes factual findings and the reasons upon which the decision is
based.  The  decision  of  the arbitrator shall be binding and conclusive on the
parties  and  unreviewable  for  error  of  law  or legal reasoning of any kind.
Judgment  upon  the award rendered by the arbitrator may be entered in any court
having  proper  jurisdiction.  The  fees for the arbitrator shall be paid by the
Employer.  Each party shall bear its own attorney's fees, and the arbitrator may
award  reasonable  attorney's  fees  and  costs


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to  the  prevailing  party pursuant to California law. Both the Employer and the
Executive  understand  and agree that by using arbitration to resolve any Claims
between  the  Executive  and the Employer or any or all of the Employer Parties,
they  are  giving  up any right that they may have to a judge or jury trial with
regard  to  those  Claims.

     SECTION  8.2  GOVERNMENTAL  RULES  AND REGULATIONS.  The provisions of this
Agreement  are  subject  to  any  and  all  present and future orders, rules and
regulations  of  any  duly  constituted  authority  having  jurisdiction  of the
relationship  and transactions contemplated by the provisions of this Agreement.

     SECTION  8.3  NOTICES.  All  notices,  requests,  demands  or  other
communications  pursuant  to  this  Agreement  shall  be in writing, by telex or
facsimile  transmission  or  courier and shall be deemed to have been duly given
(i)  on  the  date  of  service  if delivered in person or by telex or facsimile
transmission  (with  the telex or facsimile confirmation of transmission receipt
acting  as  confirmation  of service when sent and provide telexed or telecopied
notices  are  also  mailed by first class, certified or registered mail, postage
prepaid);  or  (ii)  seventy-two  (72)  hours  after  mailing  by  first  class,
registered  or  certified  mail,  postage  prepaid,  and  properly  addressed as
follows:

     If to Executive:     David  J.  Caldwell
                          ___________________
                          ___________________

     If to Employer:      Performance Capital Management, LLC
                          222 So. Harbor Blvd., Ste 400
                          Anaheim, CA 92805

or  at such other address as the party affected by designate in a written notice
to  such  other  party  in  compliance  with  this  section.

     SECTION  8.4  ENTIRE  AGREEMENT.  This  Agreement  is  the  final  written
expression  and  the  complete  and  exclusive  statement of all the agreements,
conditions,  promises,  representations,  warranties,  and covenants between the
parties with respect to the subject matter of this Agreement, and this Agreement
supersedes  all  prior  or  contemporaneous  agreements,  negotiations,
representations,  warranties,  covenants,  understandings and discussions by and
between  and  among the parties, their respective representatives, and any other
person  with  respect  to  the  subject matter specified in this Agreement. This
Agreement may be amended only by an instrument in writing which expressly refers
to  this  Agreement  and specifically states that such instrument is intended to
amend  this  Agreement and is signed by each of the parties. Each of the parties
represents,  warrants  and  covenants that in executing this Agreement that such
party has (i) relied solely on the terms, conditions and provisions specified in
this  Agreement  and  (ii)  placed  no  reliance  whatsoever  on  any statement,
representation,  warranty,  covenant or promise of any other party, or any other
person,  not  specified  expressly in this Agreement, or upon the failure of any
party  or  any  other  person  to  make any statement, representation, warranty,
covenant  or disclosure of any nature whatsoever. The parties have included this
section  to  preclude  (i) any claim that any party was in any manner whatsoever
induced fraudulently to enter into, execute and deliver this Agreement, and (ii)
the  introduction of parol evidence to vary, interpret, supplement or contradict
the  terms,  conditions  and  provisions  of  this  Agreement.

     SECTION 8.5  SEVERABILITY.  In the event any part of the Agreement, for any
reason,  is  declared to be invalid, such decision shall not affect the validity
of any remaining portion of this Agreement, which remaining portion shall remain
in  complete  force  and  effect as if this Agreement had been executed with the
invalid  portion  of  the  Agreement  eliminated,  and it is hereby declared the
intention  of  the


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parties  that  the  parties  would  have  executed the remaining portion of this
Agreement  without  including  any  such  part,  parts or portion which, for any
reason,  hereafter  may  be  declared  invalid.

     SECTION  8.6  CAPTIONS  AND  INTERPRETATION.   Captions  of the sections of
this  Agreement  are for convenience and reference only, and the words contained
in  those captions shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions of this Agreement.
The language in all parts to this Agreement, in all cases, shall be construed in
accordance  with  the  fair meaning of that language was prepared by all parties
and  not  strictly  for  or  against  any  party.

     SECTION  8.7  FURTHER ASSURANCES.  Each party shall take any and all action
necessary,  appropriate  or  advisable  to  execute  and  discharge such party's
responsibilities and obligations created by the provisions of this Agreement and
to  further  effectuate and carry out the intents and purposes of this Agreement
and  the  relationship  contemplated  by  the  provisions  of  this  Agreement.

     SECTION  8.8  NUMBER  AND  GENDER.  Whenever the singular number is used in
this  Agreement,  and  when  required by the context, the same shall include the
plural,  and vice versa; the masculine gender shall include the feminine and the
neuter genders, and vice versa; and the word "person" shall include corporation,
firm,  trust,  estate,  municipality,  governmental agency, sole proprietorship,
political  subdivision,  fraternal  order,  club, league, society, organization,
joint  stock  company,  association  partnership  or  other  form  of  entity.

     SECTION  8.9  SUCCESSORS  AND  ASSIGNS.  This  Agreement shall inure to the
benefit of and  obligate the undersigned parties and their respective successors
and  assigns.  Whenever,  in  this  Agreement, a reference to any party is made,
such  reference  shall  be  deemed  to include a reference to the successors and
assigns  of  such  party.  The  provisions  of  this section notwithstanding, no
provision  of  this  section shall be construed or interpreted as consent to the
assignment  or  delegation  by  any  party of such party's respective rights and
obligation  created  by  the  provisions  of  this  Agreement.

     SECTION  8.10  RESERVATION OF RIGHTS.  The failure of any party at any time
hereafter  to  require  strict  performance  by  the  other  party of any of the
warranties,  representations,  covenants,  terms,  conditions  and  provisions
specified  in  this  Agreement  shall not waive, affect or diminish any right of
such party failing to require strict performance to demand strict compliance and
performance  therewith  and  with  respect  to any other provisions, warranties,
terms  and conditions specified in this Agreement, and any waiver of any default
shall  not  waive  or  affect  any  other  default,  whether prior or subsequent
thereto,  and  whether  the  same  or  of  a  different  type.  None  of  the
representations,  warranties,  covenants,  conditions,  provisions  and  terms
specified  in  this  Agreement shall be deemed to have been waived by any act or
knowledge of either party or such party's agents, officers or employees, and any
such  waiver  shall  be  made  only  by  an instrument in writing, signed by the
waiving  party  and  directed  to  the non-waiving party specifying such waiver.
Each  party  reserves  such party's rights to insist upon strict compliance with
the  provisions  of  this  Agreement  at  all  times.

     SECTION  8.11  NO  BREACH  OF  EXISTING  AGREEMENTS.  Each  party  hereby
represents,  warrants  and covenants, upon the execution of this Agreement, such
party  is  not a party to any oral or written agreement which may be breached by
such  party's  execution  of  this  Agreement.

     SECTION  8.12  CONCURRENT  REMEDIES.  No  right or remedy specified in this
Agreement  conferred  on  or  reserved  to the parties is exclusive of any other
right  or  remedy  specified  in  this Agreement or by law or equity provided or
permitted;  but  each  such  right  and  remedy  shall  be cumulative of, and in
addition  to, every other right and remedy specified in this Agreement or now or
hereafter  existing  at  law or in equity or by statute or otherwise, and may be
enforced  concurrently  therewith or from time to


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time.  The  termination  of  this  Agreement for any reason whatsoever shall not
prejudice  any  right  or  remedy which either party may have, either at law, in
equity  or  pursuant  to  the  provisions  of  this  Agreement.

     SECTION  8.13  TIME.  Time is of the essence of this Agreement and each and
all  of  the  provisions  of  this  Agreement.

     SECTION  8.14  CHOICE  OF  LAW AND CONSENT TO JURISDICTION.  This Agreement
shall  be  deemed  to  have  been entered into in the County of Orange, State of
California,  and  all  questions  concerning  the  validity,  interpretation  or
performance  of any of the terms, conditions and provisions of this Agreement or
of  any  of  the rights or obligations of the parties, shall be governed by, and
resolved  in  accordance with, the laws of the State of California.  Any and all
actions  or  proceedings,  at  law  or  in  equity,  to enforce or interpret the
provisions  of  this  Agreement shall be litigated in courts having situs within
the County of Orange, State of California, and each party hereby consents to the
jurisdiction  of  any local, state or federal court located within the County of
Orange,  State  of California and consents any service of process in such action
or  proceeding  may  be  made  by personal service upon such party wherever such
party  may  be then located, or by certified or registered mail directed to such
party  at  such  party's  last  known  address.

     SECTION  8.15  ASSIGNABILITY.  Neither  party shall sell, assign, transfer,
convey  or encumber this Agreement or any right or interest in this Agreement or
pursuant  to  this  Agreement,  or  suffer  or permit any such sale, assignment,
transfer  or  encumbrance to occur by operation of law without the prior written
consent  of  the other party.  In the event of any sale, assignment, transfer or
encumbrance  consented  to  by  such  other  party,  the  transferee  or  such
transferee's  legal  representative shall agree with such other party in writing
to  assume  personally,  perform and be obligated by the covenants, obligations,
terms,  conditions,  and  provisions  specified  in  this  Agreement.

     SECTION  8.16  CONSENT  TO  AGREEMENT.  By  executing  this Agreement, each
party,  for  himself,  represents  such party has read or caused to be read this
Agreement in all particulars, and consents to the rights, conditions, duties and
responsibilities  imposed  upon  such  party  as  specified  in  this Agreement.

          IN  WITNESS  WHEREOF  the  parties  have  executed  this  Agreement of
Employment  in  duplicate,  each  of which shall have the force and effect of an
original,  on  the  date  specified  in  the  preamble  of  this  Agreement.


"EMPLOYER'                                      "Executive"

PERFORMANCE CAPITAL MANAGEMENT, LLC
A California Limited Liability Company


By:   /s/  Lester Bishop                        /s/  David J. Caldwell
      --------------------------------          --------------------------------
      Lester Bishop                             David J. Caldwell
Its:  Co-Chair Person of the Board


By:   /s/  Larisa Gadd
      --------------------------------          --------------------------------
      Larisa Gadd
Its:  Co-Chair Person of the Board


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