<PAGE>

                                                                  EXHIBIT 10.10


THIS EMPLOYMENT AGREEMENT IS ENTERED INTO AS OF THE 27TH DAY OF FEBRUARY 2003.


BETWEEN:            TOUCHTUNES DIGITAL JUKEBOX INC., incorporated under the
                    Canada Business Corporations Act and with its head office at
                    Three Commerce Place, 4th floor, Nuns' Island, Verdun,
                    Province of Quebec, Canada H3E 1H7;

                    (Hereinafter referred to as the "CORPORATION")

AND:                MR. TONY MASTRONARDI, 4973 FELIX MCLERNAN, PIERREFONDS,
                    QUEBEC, H8Y 3L2

                    (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 WITNESS that in consideration of the
mutual covenants and agreements here contained and for other good and valuable
consideration, the parties agree as follows;

1        TERM

1.1      The Corporation shall employ Executive for an indefinite term; such
         employment shall have commenced on January 1, 2003.

2        DUTIES

2.1      The Corporation hereby confirms having agreed to engage Executive as
         Executive Vice President, New Business Development and Marketing. In
         such capacity, Executive shall perform such duties and exercise such
         powers pertaining to such role for the Corporation and its affiliates.

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


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<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 President and Chief Executive
         Officer of the Corporation or such other person as designated by the
         Corporation from time to time.

4        REMUNERATION

4.1      The annual base salary payable to Executive for his services hereunder
         shall be CDN $180,000, exclusive of bonuses, benefits and other
         compensation. The annual base salary payable to Executive pursuant to
         the provisions of this Section 4 shall be payable in equal bi-weekly
         installments in accordance with the Corporation's normal practices
         less, in any case, any deductions or withholdings required by law.

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      Subject to the approval of the Board of Directors, Executive shall be
         granted, within 120 days from the commencement of his employment, an
         option to purchase shares of the common stock of TouchTunes Music
         Corporation (hereinafter "TTMC") in conformity with the TouchTunes
         Music Corporation 2000 Long-Term Incentive Plan. The number of options
         to be granted will be determined within the 120-day period and will be
         comparable to those provided to other senior executives of the
         Corporation.

5.2      Options shall vest over a four-year period in equal annual
         installments.

5.3      In the event of a Change of Control of the Corporation or upon the
         disability or the death of Executive, all options to purchase common
         shares in the share capital of the Corporation granted to Executive
         shall become immediately vested.

5.4      For the purpose of this Agreement, Change of Control shall occur when
         the Corporation is amalgamated, merged or consolidated with another
         corporation or that 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.



                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               3


6        BONUS

6.1      Executive is entitled to an annual bonus. Said bonus shall be payable
         on an annual basis and within the guidelines set by the compensation
         committee. Such bonus will be based upon the achievement of the budget
         plan ("BP") of the Corporation, as approved by the Corporation's Board
         of Directors and will be capped at 35% of base salary. The bonus will
         be based upon a prorated percentage of the Corporation's achievement
         versus BP as set out in Exhibit 1 to this agreement. In addition,
         Executive is entitled to an additional bonus at the discretion of the
         compensation committee up to an additional 10% of his annual base
         salary as set out in Exhibit 1.

6.2      Executive shall be entitled to a commission based on net paid
         advertising revenues brought to the Corpoartion by Exceutive. Said
         commission will be calculated and paid yearly according to Exhibit 2 of
         this agreement.

7        VACATION

7.1      Executive shall be entitled to four (4) 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) week of such vacation in the
         next following fiscal year. Upon termination under Section 9, Executive
         is entitled to payment for a maximum of one (1) week of unused
         vacation.

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. For all such
         expenses Executive shall furnish to the Corporation supporting evidence
         for expenses in respect of which Executive seeks reimbursement.

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 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


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               4


         notice for reasons of fraud, embezzlement, gross negligence, willful
         and careless disregard or gross dereliction of duty, incapacity or
         refusal to perform employment functions due to drug use or alcohol
         addiction, conviction of a felony, serious breach of duty not
         corrected within thirty (30) days of notice to that effect and
         discriminatory practices governed by statute.

9.1.2    Upon three (3) months notice in writing from Executive to the
         Corporation, specifying his intention to resign, in which event the
         Corporation shall only be obliged to pay Executive twelve (12) months
         of Executive's base salary at the time of departure.

9.1.3    Upon written notice from the Corporation to Executive in the event of
         termination of his employment without Cause, in which event the
         Corporation shall pay Executive an indemnity in lieu of notice 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. Such indemnity shall be
         paid to Executive in a lump sum upon receipt by the Corporation of a
         signed Release and Discharge as set out in Exhibit 3 of this agreement.
         Executive shall have no further claims or recourse against the
         Corporation or any of its affiliates in respect of such termination; or

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.

10       SEVERANCE PAYMENTS

10.1     Upon termination of Executive's employment for cause or by the
         voluntary termination of employment of Executive as set forth in
         Section 9.1.1 and 9.1.2, Executive shall not be entitled to any
         severance payment.

10.2     If Executive's employment is terminated for any reason other than the
         reasons set forth in Section 9.1.1 and 9.1.2, Executive shall be
         entitled to receive, an indemnity in lieu of notice equal to twelve
         (12) months of Executive's base salary at the time of termination, such
         indemnity shall be paid to Executive in a lump sum upon receipt by the
         Corporation of a signed Release and Discharge as set out in Exhibit 3
         of this


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               5

         agreement. All unvested options that would have vested during the
         twelve (12) month period following the date of such termination shall
         become vested at the date of such termination.

10.3     Upon termination of Executive's employment for disability or death as
         set forth in Section 9.2, all options to purchase common shares in the
         share capital of TTMC granted to Executive shall become vested
         immediately.

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 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 to contest prior to any such disclosure.


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               6


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 one (1) year 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 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     Executive agrees that during the Employment Term 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 the Employment Term.

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.


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               7


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 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 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.

15.2     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


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               8


         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.

17       GOVERNING LAW

17.1     This agreement shall be governed by and construed in accordance with
         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     Executive may not assign, pledge or encumber Executive's interest in
         this agreement nor assign any of the rights or duties of Executive
         under this agreement without the prior written consent of the
         Corporation.

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 supersedes and voids 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.


                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                               9


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
         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.      LANGUAGE

24.1     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 10.)



                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                              10



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

                                             TOUCHTUNES DIGITAL JUKEBOX INC.

                                             /s/ John Perrachon
                                             -----------------------------------
                                        per: John Perrachon, President  and CEO


                                             EXECUTIVE

                                             /s/ Tony Mastronardi
                                             -----------------------------------
                                             Tony Mastronardi



                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>

                                   BONUS PLAN

                                    Exhibit I

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
<S>                    <C>              <C>        <C>        <C>       <C>      <C>      <C>          <C>       <C>

Tony Mastronardi                           Base:                  $180.00
  (C$ 000's)

                                                  Prorated                                Prorated
                                        ----------------------  -------------------------------------------------------

Company Results        Less than 90%     90%        95%       100%      110%     120%      130%        140%      150%
  Based Bonus


   Results %                0.00%        5.00%     11.50%     18.00%    21.40%   24.80%    28.20%      31.60%    35.00%

    Bonus $                 $0.00        $9.00     $20.70     $32.40    $38.52   $44.64    $50.76      $56.88    $63.00


                                                  Prorated                                Prorated
                                        ----------------------  -------------------------------------------------------

Discretionary          Less than 90%     90%        95%       100%      110%     120%      130%        140%      150%
   Bonus


   Results %                0.00%        5.00%      6.25%      7.50%     8.00%    8.50%     9.00%       9.50%    10.00%

    Bonus $                 $0.00        $9.00     $11.25     $13.50    $14.40   $15.30    $16.20      $17.10    $18.00


                                                  Prorated                                Prorated
                                        ----------------------  -------------------------------------------------------

 Total Bonus            Less than 90%     90%        95%       100%      110%     120%      130%        140%      150%

   Results %                0.00%        5.00%      5.00%      7.50%     8.00%    8.50%     9.00%       9.50%    10.00%

    Bonus $                 $0.00       $18.00     $31.95     $45.90    $52.92   $59.94    $66.96      $73.98    $81.00
 Bonus $/Base               0.00%       10.00%     17.75%     25.50%    29.40%   33.30%    37.20%      41.10%    45.00%

---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
<S>                       <C>           <C>               <C>

Tony Mastronardi
  (C$ 000's)



                          More than     Inc. % point      Inc. % point
Company Results              150%       under 100% BP     over 100% BP
  Based Bonus


   Results %               35.00%           1.30%             0.34%

    Bonus $                $63.00




                          More than     Inc. % point      Inc. % point
Discretionary                150%       under 100% BP     over 100% BP
   Bonus
                          ---------     -------------     ------------

   Results %               10.00%           0.25%             0.05%

    Bonus $                $18.00



                          More than
                             150%
 Total Bonus
                          ---------
   Results %               10.00%

    Bonus $                $81.00
 Bonus $/Base              45.00%

----------------------------------------------------------
</TABLE>


1.   Budget information refers to the annual business plan presentation as
     submitted and approved by the Board of Directors.



    /s/ John Perrachon                                  /s/ Tony Mastronardi
--------------------------                           --------------------------
     John Perrachon                                       Tony Mastronardi

<PAGE>


                                   Exhibit II


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------

Tony Mastronardi
  (US$ 000's)

                                            From          From         From          From           From                In
                                             $0         $50,001      $150,001      $450,001          $0               Excess
 Advertising Based Commission                to            to           to            to             to                 of
                                          $50,000      $150,000      $450,000     $1,000,000     $1,000,000         $1,000,000

--------------------------------------------------------------------------------------------------------------   ----------------
<S>                              <C>      <C>          <C>           <C>          <C>            <C>             <C>
    Gross Paid Advertising                $50,000      $100,000      $300,000      $550,000      $1,000,000          $500,000
       Less Agency Fees          15%       $7,500       $15,000       $45,000       $82,500        $150,000           $75,000
     Less All Direct Costs       15%       $7,500       $15,000       $45,000       $82,500        $150,000           $75,000
                                          -------       -------      --------      --------        --------          --------
     Net Paid Advertising                 $35,000       $70,000      $210,000      $385,000        $700,000          $350,000

        Participation %                    12.0%         13.0%         14.0%         15.0%           14.4%             16.0%
           Bonus US$                       $4,200        $9,100       $29,400       $57,750        $100,450           $56,000

          Net to TTMC                     $30,800       $60,900      $180,600      $327,250        $599,550          $294,000
--------------------------------------------------------------------------------------------------------------   ----------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


1.   Agency fees and Direct Costs are BOTH estimated at 15% of Gross Revenues.
     For purpose of bonus calculation, agency fees and direct costs will be
     actual expenses paid by the Company. If these costs exceed 15% of Gross
     Revenues respectively, they will be each capped at 15%. Included in direct
     costs are all direct expenses incurred in the normal course of obtaining
     adverting revenue such as promotional expenses directly connected with
     advertising, any profit sharing arrangements with TTMC's Operators, and any
     other direct costs.

2.   Any unpaid Advertising revenue paid in a subsequent period (or year) will
     be paid to Executive according to the same formula as soon as it is
     received by the Company.



    /s/ John Perrachon                                  /s/ Tony Mastronardi
--------------------------                           --------------------------
     John Perrachon                                       Tony Mastronardi


<PAGE>
                                                                              11


                                    EXHIBIT 3

                         RELEASE AND DISCHARGE AGREEMENT

                          (hereinafter the "Agreement')


BETWEEN:           TOUCHTUNES DIGITAL JUKEBOX INC., having its head office at
                   Three Commerce Place, 4th floor, Nuns' Island, Verdun,
                   Province of Quebec H3E 1H7

                                              (hereinafter, the "CORPORATION")

AND:               TONY MASTRONARDI, domiciled and residing at 4973 FELIX
                   MCLERNAN, PIERREFONDS, QUEBEC, H8Y 3L2

                                                  (hereinafter, "MASTRONARDI")


WHEREAS the Corporation and Mastronardi entered into an employment contract on
or about February 8, 2003 (hereinafter, the "EMPLOYMENT AGREEMENT");

WHEREAS the employment of Mastronardi with the Corporation was terminated
on __________________;

WHEREAS the parties agree that, notwithstanding anything to the contrary in the
Employment Agreement, and the TouchTunes Music Corporation 2000 Long-Term
Incentive Plan or elsewhere, the terms and conditions related to the termination
of Mastronardi's employment with the Corporation, shall be set forth in the
present Agreement;

WHEREAS the parties have had the opportunity to seek assistance and counsel.


WHEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   The preamble shall form an integral part of this Agreement.

2.   The parties recognize that Mastronardi's employment with the Corporation
     was terminated on __________________ ("TERMINATION DATE"). In consideration
     of

                                                      ------------- -----------
                                                       CORPORATION   EXECUTIVE

                                                      ------------- -----------
<PAGE>
                                                                              12


     Mastronardi's undertakings and release which are set forth in Section 4
     below, the Corporation undertakes to do the following:

     i.   Pay to Mastronardi, on __________________, a gross amount representing
          twelve (12) months of his base salary less all applicable deductions,
          namely, a net amount of $__________________;

     ii.  allow all unvested options granted to Mastronardi that were to vest
          during the twelve-month period following the Termination Date to
          become vested at Termination Date, in accordance with the Employment
          Agreement;

     iii. allow Mastronardi to exercise all of his vested options for a ninety
          (90) day period after __________________, in compliance with the
          Touchtunes Music Corporation 2000 Long-Term Incentive Plan.

3.   In consideration of the Corporation's undertakings as described in Section
     2 above, Mastronardi shall:

     i.   recognize that all of his benefits ceases on __________________ and
          that it is his responsibility to convert his benefits into personal
          coverage or to find comparable personal coverage;

     ii.  release and forever discharge the Corporation, its related entities,
          their directors, successors, insurers, employees, agents,
          representatives and assigns of any and all claims, actions or causes
          of action of any nature whatsoever, past, present or future, being
          directly or indirectly related to his employment with the Corporation
          or the termination thereof;

     iii. recognize that the consideration which will be remitted to him, as
          described in Section 2 above, include all amounts for salary, bonus,
          benefits, vacation pay, payment in lieu of notice, termination pay,
          severance pay, stock options and any other amounts related to his
          employment or the termination thereof to which he may be entitled
          pursuant to the LABOUR STANDARDS ACT, the QUEBEC CHARTER OF HUMAN
          RIGHTS AND FREEDOMS, the CIVIL CODE OF QUEBEC, the Employment
          Agreement, the Touchtunes Music Corporation 2000 Long-Term Incentive
          Plan or any other applicable law or contract;

     iv.  undertake not to file any complaint, claim, grievance or lawsuit
          against the Corporation, its related entities, their directors,
          successors, insurers, employees, agents, representatives and assigns
          in respect of his capacity as an employee or executive of the Company;

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     v.   undertake to keep confidential the terms and conditions set out herein
          safe for such disclosure as may be required by law or disclosure to
          his immediate family members, his professional legal or financial
          advisors and only in the strictest confidence;

     vi.  undertake to comply with the provisions of the Employment Agreement
          which shall continue to apply following the Termination Date
          including, without limitation:

          (a)  his obligation to return immediately to the Corporation all
               files, forms, brochures, books, materials, written
               correspondence, memoranda, documents, manuals, computer disks,
               software products and lists (including list of customers,
               suppliers, products and prices) pertaining to the business of the
               Corporation or any of its affiliates that may have come into his
               possession or control, directly or indirectly;

          (b)  his obligation not to disclose, make use of or discuss
               Confidential Information, as defined in Mastronardi's Employment
               Agreement to any person for a period of one (1) year following
               the Termination Date;

          (c)  his obligation not to, for a period of twelve (12) months
               following the Termination Date, engage in any business or
               enterprise in the United States of America, that directly
               competes with the business of the Corporation as it existed at
               the Termination Date;

          (d)  his obligation not to, for a period of twelve (12) months
               following the Termination date, solicit any of the Corporation's
               employees who was employed by the Corporation or its subsidiaries
               at the time of the Termination Date or in the six (6) month
               period preceding the Termination Date;

          (e)  his obligation to execute, after the Termination Date, specific
               assignments in favour of the Corporation or nominees for any of
               the Inventions covered and defined by the Employment Agreement,
               as well as execute all papers and perform all lawful act that the
               Corporation considers reasonably necessary or advisable for the
               preparation, presentation, issuance, procurement and maintenance
               of patent or copyright applications and patents and copyright for
               the Inventions, and for transfer of any interest he may have, and
               execute any and

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               all papers and lawful documents required or necessary to vest
               title in the Corporation or its nominee in the Inventions.

     vii. Agree that the business of the Corporation referred to in this
          Agreement and in the Employment Agreement means the business as
          of Termination Date.

5.   The parties recognize that the above-mentioned payments by the Corporation
     will be made without prejudice and in no way constitute an admission of
     liability on the part of the Corporation.

6.   This Agreement replaces and supersedes the Employment Agreement and
     Touchtunes Music Corporation 2000 Long-Term Incentive Plan but only in
     respect of the subject matter hereof.

7.   The parties acknowledge having had the opportunity to seek and obtain
     counsel and Mastronardi recognizes that the amounts to be remitted to him
     herein are sufficient and reasonable.

8.   The present Agreement constitutes a transaction within the meaning of
     Articles 2631 and following of the CIVIL CODE OF QUEBEC.

9.   The parties have expressly requested that the present document be drafted
     in English. LES PARTIES ON EXPRESSEMENT DEMANDE QUE LE PRESENT DOCUMENT
     SONT REDIGE EN ANGLAIS.


WHEREFORE, THE PARTIES HAVE SIGNED:

TOUCHTUNES DIGITAL JUKEBOX INC.


Per: _________________________    ___________________
     Chief Financial Officer      Date


______________________________    ___________________
TONY MASTRONARDI                  Date


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