EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT  ("Agreement") made and entered into this _____ day of
__________, 2008, to be effective as of that date (the "Effective Date"), by and
between SUNGAME CORPORATION, (the "Company") and GUY ROBERT (the "Executive")

                                   WITNESSETH:
                  WHEREAS,  the  Company  wishes to secure the  services  of the
Executive subject to the contractual terms and conditions set forth herein; and

                  WHEREAS, the Executive is willing to enter into this Agreement
upon the terms and conditions, set forth herein.

                  NOW,  THEREFORE,  in  consideration of the mutual promises and
agreements set forth herein, the parties here to agree as follows:

1.  EMPLOYMENT.  The  Company  hereby  agrees to employ the  Executive,  and the
Executive hereby agrees to accept such employment with the Company, all upon the
terms and conditions set forth herein.

2. TERM OF EMPLOYMENT.  Subject to the terms and  conditions of this  Agreement,
the Executive shall be employed for a term of three (3) years  commencing on the
Effective  Date and ending on the third (3rd)  anniversary of the Effective date
(the "Term")  unless sooner  terminated  as provided for herein.  The Term shall
renew automatically for additional one (1) year terms, unless either party gives
written notice no less than ninety (90) days prior to the expiration of the Term
that it does not intend to extend the Term.

3. DUTIES AND RESPONSIBILITIES.

                  A. CAPACITY. During the Term, the Executive shall serve in the
         capacity of the President and Chief  Executive  Officer  subject to the
         supervision of the Board of Directors of the Company (the "Board")

                  B.  FULL-TIME  DUTIES.  During  the Term,  and  excluding  any
         periods of disability, vacation or sick leave to which the Executive is
         entitled,  the Executive shall devote substantially all of his business
         time, attention and energies to the business of the Company. During the
         Term,  it shall not be a violation of this  Agreement for the Executive
         to (i) serve on corporate,  civic or charitable  boards or  committees,
         (ii) deliver lectures or fulfill speaking  engagements and (iii) manage
         personal  investments,  so long as such  activities  do not  materially
         interfere with the performance of the Executive's  responsibilities  as
         an employee of the Company in accordance with this  Agreement,  (iv) it
         is acknowledged that the Executive owns and serves as CEO/Chairman of a
         Adversor Corp and its  affiliates.  The  Executive  will not allow said
         activities to impact negatively or otherwise  interfere with his duties
         or performance hereunder.
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                  C. STANDARD OF  PERFORMANCE.  The  Executive  will perform his
         duties under this Agreement  with fidelity and loyalty,  to the best of
         his ability,  experience and talent and in a manner consistent with his
         duties and responsibilities.

4. COMPENSATION

                  A. BASE SALARY.  The Company  shall pay the Executive a salary
         (the "Base  Salary")  of $2000 per month up until IPO listing and $5000
         until  positive cash flow and $10000  thereafter,  prorated for partial
         months of  employment.  The Base Salary shall be payable in  accordance
         with the general  payroll  practices of the Company in effect from time
         to time.  During the Term of this  Agreement,  the Base Salary shall be
         reviewed at least  annually by the Board  after  consultation  with the
         Executive and may from time to time be increased (but not decreased) as
         solely  determined  by the Board.  Effective as of the date of any such
         increase,  the Base Salary as so increased  shall be considered the new
         Base salary for all purposes of the Agreement and may not thereafter be
         reduced.  Any  increase  in Base  Salary  shall not limit or reduce any
         other obligation of the Company to the Executive under this Agreement.

                  B. ANNUAL PERFORMANCE  BONUS.  Executive shall be eligible for
         annual  discretionary  bonus awards payable in cash and/or common stock
         of the  Company,  as so  determined  solely  by  the  Board,  based  on
         performance  objectives  determined  annually  or at other times by the
         Board. Bonus Plan shall be established in 2006.

                  C. LONG TERM INCENTIVES. Upon the Execution of this Agreement,
         the Company  agrees to issue the Executive the initial option award set
         forth on the term sheet  attached  hereto as Exhibit A.  Following  the
         initial  option award,  the  Executive  shall be eligible for grants of
         stock options,  restricted  stock and/or other long-term  incentives in
         the  discretion  of the  Board  on the same  basis  as other  similarly
         situated senior  executives of the Company.  In addition,  in the event
         the Company pursues  additional  rounds of equity  financing during the
         Term,  the  Executive  shall be offered the option to purchase,  at the
         price  offered  in  such  financing,  a  sufficient  additional  equity
         interest such that if the Executive exercises this purchase option, the
         Executive  will maintain his  proportionate  ownership  interest in the
         Company.

                  D. BENEFITS.

                           (1) If and to the extent that the  Company  maintains
                  employee  benefit  plans  (including,   but  not  limited  to,
                  pension,  profit-sharing,  disability, accident, car allowance
                  or   related   expenses,    medical,   life   insurance,   and
                  hospitalization  plans) (it being  understood that the Company
                  may but shall not be obligated to do so), the Executive  shall
                  be  entitled  to  participate   therein  accordance  with  the
                  Company's regular practices with respect to similarly situated
                  senior executives. The Company will have the right to amend or
                  terminate any such benefit plans it may choose to establish.



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                           (2)  The  Executive   shall  be  entitled  to  prompt
                  reimbursement  from the Company for  reasonable  out-of-pocket
                  expenses  incurred by him in the course of the  performance of
                  his  duties  hereunder,  upon the  submission  of  appropriate
                  documentation  in accordance with the practices,  policies and
                  procedures  applicable  to the other senior  executives of the
                  Company.

                           (3) The Executive shall be entitled to such vacation,
                  holidays  and other  paid or unpaid  leaves of  absence as are
                  consistent  with the Company's  normal  policies  available to
                  other  senior  executives  of the Company or as are  otherwise
                  approved by the Board.

                           (4) The  Executive  shall  be  entitled  to have  the
                  company  pay an  automobile  allowance  or related  automobile
                  expenses  for  actual  amounts   incurred  and  submitted  for
                  reimbursement but in no event less than $500 per month.

5. TERMINATION OF EMPLOYMENT.

         Notwithstanding  the  provisions of Section 2 hereof,  the  Executive's
employment hereunder shall terminate under any of the following conditions:

                  A. DEATH.  The  Executive's  employment  under this  Agreement
         shall terminate automatically upon his death.

                  B.  TOTAL  DISABILITY.  The  Company  shall  have the right to
         terminate this Agreement if the Executive becomes Totally Disabled. For
         purposes of this Agreement, "totally Disabled" means that the executive
         is not working and is currently  unable to perform the  substantial and
         material  duties of his  position  hereunder  as a result of  sickness,
         accident  or bodily  injury  for a period of three  months.  Prior to a
         determination  that Executive is Totally Disabled,  but after Executive
         has  exhausted  all sick leave and  vacation  benefits  provided by the
         Company, Executive shall continue to receive his Base Salary, offset by
         any disability benefits he may be eligible to receive.

                  C.   TERMINATION  BY  COMPANY  FOR  CAUSE.   The   Executive's
         employment hereunder may be terminated for Cause upon written notice by
         the Company. For purposes of this Agreement, "Cause" shall mean:

                           (1)  conviction  of  the  Executive  by  a  court  of
                  competent  jurisdiction  of any  felony  or a crime  involving
                  moral turpitude;

                           (2) the Executive's  willful and intentional  failure
                  or willful and  intentional  refusal to follow  reasonable and
                  lawful instructions of the Board;

                           (3) the Executive's material breach or default in the
                  performance of his obligations under this Agreement; or

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                           (4)  the  Executive's  act  of   misappropriation   ,
                  embezzlement,  intentional  fraud or similar conduct involving
                  the Company.

Executive may not be terminated for Cause  pursuant to  subsections  (2) and (3)
above unless Executive is given written notice of the circumstances constituting
the  "Cause" and a  reasonable  period to cure such  circumstances,  if curable,
which period shall be no less than thirty (30) days.

                  D.  TERMINATION FOR GOOD REASON.  The  Executive's  employment
         hereunder may be terminated by the Executive for Good Reason on written
         notice by  Executive to the  Company.  For purposes of this  Agreement,
         "Good   Reason"   means  the   occurrence   of  any  of  the  following
         circumstances without the Executive's consent:

                           (1) a material reduction in the executive's salary or
                  benefits   excluding   the   substitution   of   substantially
                  equivalent compensation and benefits provided that a reduction
                  in the level of compensation  payable to a substantial portion
                  of  the  company's  employees  or  to  substantially  all  the
                  Company's  officers  as  part  of  a  unilateral  cost-cutting
                  program  of the  Company  will not be taken into  account  for
                  acceleration  or  vesting;

                           (2) a material  diminution of the Executives  duties,
                  authority or  responsibilities  as in effect immediately prior
                  to such diminution;

                           (3)  the  relocation  of  the  Executive'   principal
                  location  to a location  more than 50 miles  from its  current
                  location; or

                           (4) the failure of a successor  to assume and perform
                  under this Agreement.

6. PAYMENTS UPON TERMINATION.

                  A. Upon  Termination of Executive's  employment  hereunder for
         any reason as so provided for in Section 5 hereof, the Company shall be
         obligated to pay and the Executive shall be entitled to receive, within
         ten (10)  days of  termination,  Base  Salary  which  has  accrued  for
         services  performed  to the date of  termination  and which has not yet
         been paid. In addition,  the  executive  shall be entitled to one year,
         (12 months) of severance,  payment of a pro rata portion of any LTIP or
         annual bonus period partially  completed,  any vested benefits to which
         he is entitled under the terms of any applicable Executive benefit plan
         or program,  vested  restricted stock plan and stock option plan of the
         Company,  and,  to  the  extent  applicable,  short-term  or  long-term
         disability plan or program with respect to any disability,  or any life
         insurance  policies and the benefits provided by such plan,  program or
         policies,  or  applicable  law as duly adopted from time to time by the
         Board.

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                  B. Upon  termination of Executive's  employment by the Company
         without Cause or by the Executive for Good Reason, the Company shall be
         obligated to pay and the Executive shall be entitled to receive:

                           (1) all of the  amounts  and  benefits  described  in
                  Section 6.A. hereof and

                           (2) a lump  sum  payment,  within  ten  (10)  days of
                  termination,  equal to twelve (12)  months of the  Executive's
                  Base Salary; and

                           (3) continued  participation in all Executive welfare
                  benefit  programs of the Company for the remainder of the Term
                  or, if longer,  until the first anniversary of the Executive's
                  termination of employment, as if there had been no termination
                  of employment.

Payments  under  Section  6.B.,  with the  exception  of amounts due pursuant to
Section 6. B(1), are continued on the execution by the Executive of a release of
all  employment-related  claims;  provided,  however, that such release shall be
contingent  upon the Company's  satisfaction of all terms and conditions of this
Section.

                  C. Upon  termination of the  Executive's  employment  upon the
         death of  Executive  pursuant to Section  5.A.,  the  Company  shall be
         obligated to pay, and the Executive shall be entitled to receive:

                           (1) all of the amounts and vested benefits  described
                  in Section 6.A.;

                           (2) any death benefit  payable under a plan or policy
                  provided by the company; and

                           (3)  continued   participation   by  the  Executive's
                  dependents in the welfare benefit  programs of the Company for
                  the  remainder  of the  Term,  or if  longer,  until the first
                  anniversary of the Executive's  termination of employment,  as
                  if there had been no termination of employment.

                  D. Upon termination of the Executive's  employment or upon the
         Disability  of the  Executive  pursuant  to Section 5. B., the  Company
         shall be  obligated  to pay,  and the  Executive  shall be  entitled to
         receive:

                           (1) all of the amounts and vested benefits  described
                  in Section 6.A.;


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                           (2)  the  Base   Salary,   at  the  rate  in   effect
                  immediately prior to the date of his termination of employment
                  due to  Disability,  for the remainder of the Term,  offset by
                  any  payments  the  Executive  receives  under  the  Company's
                  long-term disability plan and any supplements thereto, whether
                  funded or  unfunded  which is adopted by the  Company  for the
                  Executive's  benefit and not  attributable  to the Executive's
                  own contributions; and

                           (3) continued  participation by the Executive and his
                  dependents in the welfare benefit  programs of the Company for
                  the  remainder  of the Term or,  if  longer,  until  the first
                  anniversary of the Executive's termination of employment as if
                  there had been no termination of the employment.

Payments  under  Section  6.D.,  with the  exception  of amounts due pursuant to
Section  6.D(1),  are  conditioned  on the  execution  by the  Executive  or the
Executive's  representative  of a  release  of  all  employment-related  claims;
provided,  however,  that such release  shall be  contingent  upon the Company's
satisfaction of all terms and conditions of this Section.

                  E. Upon  voluntary  termination of employment by the Executive
         for any reason  whatsoever  (other than for Good Reason as described in
         Section 6.B.) or termination by the Company for Cause the Company shall
         have no further  liability  under or in connection with this Agreement,
         except to provide the amounts set forth in Section 6.A.

                  F. Upon voluntary or involuntary  termination of employment of
         the Executive for any reason  whatsoever or expiration of the Term, the
         Executive  shall continue to be subject to the provisions of Section 7,
         hereof (it being  understood  and  agreed  that such  provisions  shall
         survive any  termination  or expiration of the  Executive's  employment
         hereunder for any reason whatsoever).

7. CONFIDENTIALITY, RETURN OF PROPERTY AND COVENANT NOT TO COMPETE.

                  A. CONFIDENTIAL INFORMATION.

                           (1) COMPANY  INFORMATION.  The Company agrees that it
                  will provide the Executive with Confidential  Information,  as
                  defined below,  that will enable the Executive to optimize the
                  performance  of the  Executive's  duties  to the  company.  In
                  exchange,  the  Executive  agrees  to  use  such  Confidential
                  Information solely for the Company's benefit.  The Company and
                  the Executive agree and acknowledge that its provision of such
                  Confidential  Information is not contingent on the Executive's
                  continued  employment  with the company.  Notwithstanding  the
                  preceding  sentence,  upon the  termination of the Executive's
                  employment   for  any  reason,   the  Company  shall  have  no
                  obligation  to provide  the  Executive  with its  Confidential
                  Information.  "Confidential  Information"  means  any  Company
                  proprietary  information,  technical  data,  trade  secrets or
                  know-how,  including,  but not limited to,  research,  product
                  plans,   products  services,   customer  lists  and  customers
                  (including,  but not limited to,  customers  of the Company on
                  whom the Executive  called or with whom the  Executive  became
                  acquainted  during  the term of the  Executive's  employment),

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                  markets,  software,   developments,   inventions,   processes,
                  formulas, technology, designs, drawings, engineering, hardware
                  configuration   information,   marketing   finances  or  other
                  business information disclosed to the Executive by the Company
                  either  directly  or  indirectly  in  writing,  orally  or  by
                  drawings or  observation  of parts or equipment.  Confidential
                  Information  does not include any of the foregoing items which
                  has become publicly known and made generally available through
                  no wrongful  act of the  Executive or of others who were under
                  confidentiality  obligations  as to the item or items involved
                  or improvements or new versions.

                  The  Executive  agrees  at  all  times  during  the  Term  and
                  thereafter,  to hold in strictest confidence,  and not to use,
                  except  for  the  exclusive  benefit  of  the  Company,  or to
                  disclose to any person or entity without written authorization
                  of the Board of  Directors of the  Company,  any  Confidential
                  Information of the Company.

                           (2) FORMER EMPLOYER INFORMATION. The Executive agrees
                  that he will not,  during  his  employment  with the  Company,
                  improperly  use or disclose  any  proprietary  information  or
                  trade secrets of any former employer or other person or entity
                  and that the Executive will not bring onto the premises of the
                  Company any  unpublished  document or proprietary  information
                  belonging  to any  such  employer,  person  or  entity  unless
                  consented to in writing by such employer, person or entity.

                           (3) THIRD PARTY INFORMATION. The Executive recognizes
                  that the Company has  received  and in the future will receive
                  from  third  parties   their   confidential   or   proprietary
                  information  subject  to a duty  on  the  Company's  party  to
                  maintain the confidentiality of such information and to use it
                  only for certain  limited  purposes.  The Executive shall hold
                  all  such  confidential  or  proprietary  information  in  the
                  strictest  confidence  and not  disclose  it to any  person or
                  entity or use it  except as  necessary  in  carrying,  out the
                  Executive's work for the Company consistent with the Company's
                  agreement with such third party.

                  B.  RETURNING  COMPANY  DOCUMENTS.  At the time of leaving the
         employ of the Company,  the Executive  will deliver to the Company (and
         will not keep in the Executive's possession)  specifications,  drawings
         blueprints,   sketches,   materials,   equipment,  other  documents  or
         property, or reproductions of any aforementioned items developed by the
         Executive  pursuant to the  Executive's  employment with the Company or
         otherwise belonging to the Company, its successors or assigns.




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                  C.  NOTIFICATION  OF NEW  EMPLOYER.  In  the  event  that  the
         Executive leaves the employ of the Company, the Executive hereby grants
         consent to  notification by the Company to the Executive's new employer
         about the Executive's rights and obligations under this Agreement.

                  D. SOLICITATION OF EMPLOYEES.  The Executive agrees that for a
         period of twenty-four (24) months immediately following the termination
         of the Executive's  relationship  with the Company for any reason,  the
         Executive  shall not either directly or indirectly  solicit,  induce or
         recruit any of the Company's  employees to leave their  employment,  or
         take away such  employees,  or attempt  to  solicit,  induce,  recruit,
         encourage or take away employees of the Company,  either for himself or
         for any other person or entity.

                  E. COVENANT NOT TO COMPETE.

                           (1) The  Executive  agrees  that during the course of
                  his employment and for twenty-four  (24) months  following the
                  termination of the Executive's  relationship  with the Company
                  for any reason,  the Executive  will not compete,  without the
                  prior written consent of the Company, as a principle, partner,
                  employee,  consultant,   officer,  director,  manager,  agent,
                  associate,  investor, or otherwise directly or indirectly,  to
                  own,  purchase,  organize  or take  preparatory  steps for the
                  organization  of,  build,  design,  finance,  acquire,  lease,
                  operate,  manage,  invest in, work or consult for or otherwise
                  affiliate with any business, in competition with the Company's
                  bio-diesel business;  provided,  however,  that the beneficial
                  ownership  by Executive of up to 5% of the voting stock of any
                  corporation subject to the periodic reporting  requirements of
                  the Securities  and Securities  Exchange Act of 1934 shall not
                  violate this Section 7. The foregoing covenant shall cover the
                  Executive's activities in every part of the Territory in which
                  the  Executive  may conduct  business  during the term of such
                  covenant   as  set  forth   above.   "Territory"   shall  mean
                  California, USA.

                           (2) The  Executive  acknowledges  that he will derive
                  significant  value  from the  Company's  agreement  in Section
                  7.A(1)  to  provide  the  Executive  with  that   Confidential
                  Information   to  enable  the   Executive   to  optimize   the
                  performance  of the  Executive's  duties to the  Company.  The
                  Executive  further  acknowledges  that his  fulfillment of the
                  obligations  contained in this Agreement,  including,  but not
                  limited to, the Executive's obligation neither to disclose nor
                  to use the Company's  Confidential  Information other than for
                  the Company's exclusive benefit and the Executive's obligation
                  not to compete contained in subsection (1) above, is necessary
                  to  protect  the  Company's   Confidential   Information  and,
                  consequently,  to  preserve  the  value  and  goodwill  of the
                  Company.   The  Executive   further   acknowledges  the  time,
                  geographic   and   scope   limitations   of  the   Executive's
                  obligations   under   subsection  (1)  above  are  reasonable,
                  especially  in light of the  Company's  desire to protect  its

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                  Confidential   Information,   and  that   Executive  will  not
                  precluded   from  gainful   employment  if  the  Executive  is
                  obligated  not to compete  with the Company  during the period
                  and within the Territory as described above.

                           (3) The covenants  contained in subsection  (1) above
                  shall be construed as a series of separate covenants,  one for
                  each  city,  county  and state of any  geographic  area in the
                  Territory.  Except for geographic coverage, each such separate
                  covenant  shall be deemed  identical  in terms to the covenant
                  contained  in  subsection  (1)  above.  If,  in  any  judicial
                  proceeding,  a court  refuses to enforce any of such  separate
                  covenants  (or any  part  thereof),  then  such  unenforceable
                  covenant  (or  such  part)  shall  be  eliminated   from  this
                  Agreement  to  the  extent   necessary  permit  the  remaining
                  separate covenants (or proportions thereof) to be enforced. In
                  the event the provisions of subsection (1) above are deemed to
                  exceed the time,  geographic or scope limitations permitted by
                  Texas  law,  then such  provisions  shall be  reformed  to the
                  maximum time, geographic or scope limitations such as the case
                  may be, then permitted by such law.

                  F. REPRESENTATIONS. The Executive agrees to execute any proper
         oath or verify any proper  document  required to carry out the terms of
         this  Agreement.  The Executive  represents that his performance of all
         the terms of this  Agreement  will not breach any  agreement to keep in
         confidence  proprietary   information  acquired  by  the  Executive  in
         confidence  or in trust  prior  to the  Executive's  employment  by the
         Company.  The Executive has not entered into, and the Executive  agrees
         that he will not enter into, any oral or written  agreement in conflict
         herewith.

8. ARBITRATION.  Any dispute or controversy  arising under or in connection with
this Agreement  (other than any dispute or controversy  arising from a violation
or alleged  violation by the Executive of the  provisions of Section 7) shall be
settled  exclusively  by final and binding  arbitration  in Houston,  Texas,  in
accordance  with the Employment  Arbitration  Rules of the American  Arbitration
Association ("AAA"). The arbitrator shall be selected by mutual agreement of the
parties, if possible. If the parties fail to reach agreement upon appointment of
an  arbitrator  within  thirty (30) days  following  receipt by one party of the
other party's notice of desire to arbitrate,  the  arbitrator  shall be selected
from a panel or panels of persons  submitted  by the AA. The  selection  process
shall be that which is set forth in the AAA  Employment  Arbitration  Rules then
prevailing, except that, if the parties fail to select an arbitrator from one or
more  panels,  AAA  shall not have the  power to make an  appointment  but shall
continue to submit additional panels until an arbitrator has been selected. This
agreement  to  arbitrate  shall  not  preclude  the  parties  from  engaging  in
voluntary, non-binding settlement efforts including mediation.

9. NOTICES. All notices and other  communications  hereunder shall be in writing
and shall be given  (and shall be deemed to have duly  given  upon  receipt)  by
delivery in person,  by registered or certified mail (return  receipt  requested

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and with postage prepaid thereon) or by facsimile transmission to the respective
parties at the following address (or at such other address as either party shall
have  previously  furnished  to the other in  accordance  with the terms of this
Section):

                  If to the Company:

                           Sungame Corporation
                           310 S. Reeves Drive
                           Beverly Hills, CA 90212
                           Attention: Chairman of the Board


                  If to the Executive:

                           Guy Robert
                           310 S. Reeves Drive
                           Beverly Hills, CA 80212

10.  AMENDMENT;  WAIVER.  The  terms and  provisions  of this  Agreement  may be
modified or amended only by a written instrument executed by each of the parties
hereto,  and compliance with the terms and provisions  hereof may be waived only
by a written instrument executed by each party entitled to the benefits thereof.
No failure or delay on the part of any party in exercising  any right,  power or
privilege  granted  hereunder shall  constitute a waiver thereof,  nor shall any
single or partial  exercise of any such right,  power or privilege  preclude any
other or further exercise  thereof or the exercise of any other right,  power or
privilege granted hereunder.

11. ENTIRE AGREEMENT. This Agreement and all Exhibits attached hereto constitute
the entire  agreement  between the parties  with  respect to the subject  matter
hereof and  supersede all prior  written or oral  agreements  or  understandings
between the parties relating thereto.

12.  SEVERABILITY.  In the event that any term or provision of this Agreement is
found to be  invalid,  illegal or  unenforceable,  the  validity,  legality  and
enforceability  of the remaining terms and provisions hereof shall not be in any
way affected or impaired  thereby,  and this Agreement  shall be construed as if
such  invalid,  illegal or  unenforceable  provision  had never  been  contained
therein.

13. BINDING EFFECT:  ASSIGNMENT.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  respective  successors  and assigns (it
being understood and agreed that, except as expressly  provided herein,  nothing
contained  in this  Agreement  is intended  to confer  upon any other  person or
entity any rights,  benefits or remedies of any kind or  character  whatsoever).
The Executive may not assign this Agreement without the prior written consent of
the Company.  Except as otherwise  provided in this  Agreement,  the Company may
assign this Agreement to any of its  affiliates or to any successor  (whether by

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operation of law or otherwise) to all or  substantially  all of its business and
assets  without the consent of the  Executive.  For purposes of this  Agreement,
"affiliate"  means any entity in which the Company owns shares or other  measure
of ownership representing at least 40% of the voting power or equivalent measure
of control of such entity.

14.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of Delaware  (except that no effect shall
be given to any  conflicts  of law  principles  thereof  that would  require the
application of the laws of another jurisdiction).

15. HEADINGS.  The headings of the sections  contained in this Agreement are for
the convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

16.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.












                                  [END OF PAGE]








<PAGE>

           IN WITNESS  THEREOF,  the  Company has caused  this  Agreement  to be
executed  by its duly  authorized  officer  and the  Executive  has signed  this
Agreement as of the Effective Date.


                                        SUNGAME CORPORATION



                                        By: ________________________________
                                                 For the Board of Directors

                                        EXECUTIVE



                                        ------------------------------------
                                        Guy Robert









<PAGE>



                                                                       EXHIBIT A

                        TERM SHEET - INITIAL OPTION AWARD

I.  OPTIONS.  Company will grant  Executive  an option pool to purchase  650,000
shares of Company  common stock,  which may or may not be  distributed  to other
Company  officers and managers in the sole  discretion of Executive,  such price
being  based on the fair market  value as of the grant date,  which shall be the
date of execution of this Agreement.

         A. Fair market  value shall be $1.25 per share,  the price set forth in
the private placement.

         B. Vested and  exercisable  with  respect to  (i)250,000  shares on the
grant date, (ii) an additional 100,000 shares 6 months after the Effective date,
(iii) an additional 100,000 shares on the date 12 months following the Effective
Date,  (iv) an  additional  100,000  shares  on the  second  anniversary  of the
Effective Date and (v) the final 100,000 shares on the third  anniversary of the
Effective Date.  Vesting and  exercisability  will be accelerated on a Change in
Control, a termination without Cause or a termination for Good Reason.

         C.  Options  will  have a term of  three  (3)  years  from  the date of
vesting.  Following  a  termination  for any reason  other than cause as defined
herein, options shall remain exercisable for the remainder of the three (3) year
term.

         D. Company will  register the shares  subject to the option on Form S-8
or such other form as may be available,  and shall  provide a cashless  exercise
procedure.

II. CHANGE IN CONTROL.

         A. In the event of a Change in Control,  Company  will pay  Executive a
gross-up  payment to cover the excise tax, if any, imposed under Section 4999 of
the  Internal  Revenue  Code in  connection  with excess  parachute  payments as
defined in Section 280G of the Internal Revenue Code.

         B. For  purpose  of the  options,  "Change in  Control  means:  (a) the
consummation  of a merger or  consolidation  of the Company with or into another
entity or any other  transaction,  the  stockholders of the Company  immediately
prior to such merger, consolidation or other transaction own or beneficially own
immediately after such merger, consolidation or other transaction 50% or more of
the outstanding securities of each of (i) the continuing or surviving entity and
(ii) any  direct or  indirect  parent  entity of such  continuing  or  surviving
entity; (b) the sale,  transfer or other disposition of all or substantially all
of the  Company's  assets to a Person  which is not owned or  controlled  by the
Company or its stockholders  immediately  prior to such sale,  transfer or other
disposition;  (c) individuals who,  immediately  following the effective date of
this  Agreement,  constitute  the Board (the  "Incumbent  Board")  cease for any
reason to constitute at least a majority of the Board;  provided,  however, that
any individual becoming a director thereafter whose election,  or nomination for
election by the  Company's  shareholders,  was  approved by a vote of at least a
majority  of  the  directors  then  comprising  the  Incumbent  Board  shall  be

<PAGE>

considered as though such  individual  were a member of the Incumbent  Board; or
(d) any  transaction as a result of which any Person is the  "Beneficial  Owner"
(as defined in Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of
securities  of the Company  representing  at least 50% of the total voting power
represented by the Company's then outstanding voting securities. For purposes of
this  definition  of  Change  in  Control,  the  term  "Persons"  means,  acting
individually  or as a group, an individual or a corporation,  limited  liability
company,   partnership,   joint  venture,  trust,  unincorporated  organization,
association, government agency or political subdivision thereof or other entity.

III. LOCK UP AGREEMENT.

         A. The Executive agrees not to sell, assign or otherwise dispose of any
of the  options  or the  shares  purchased  under the  options  until the second
anniversary  of the Effective  Date unless a transaction or change of control as
stated  herein  occurs,  in which  case  executive  is free to sell,  assign  or
otherwise  dispose  of the  options  at his  discretion  as part of said  event;
provided,  however,  that any  shares may be  transferred  by gift prior to such
time,  to family  members or charities  and may be sold at the time of Change of
Control or other material transaction.

         B. The  Executive  agrees to execute an  agreement  with the Company in
similar form to which all other executives and directors and large  shareholders
(in excess of 10%) will  execute  which  provides  that the party shall give the
Company  written  notice of the intent to sell shares or options,  which  notice
shall contain the number of securities to be sold,  proposed  price,  and terms.
The Company shall not unreasonably withhold consent to sell or transfer,  except
that if the sale or transfer  would  negatively  impact a  financing  or pending
registration statement,  the Company may delay permission to sell or transfer by
a period not to exceed 120 days from the date  notice of intent to  transfer  is
given.  No sale  or  transfer  may be  made  without  compliance  herewith,  and
appropriate  stop  transfer  instructions  shall be given to transfer  agent for
Executive's shares and options.