Exhibit 10.2

                         EXECUTIVE EMPLOYMENT AGREEMENT


         This EXECUTIVE EMPLOYMENT  AGREEMENT  ("Agreement") is made and entered
into as of this 15th day of August 2003, by and between Alpha  Virtual,  Inc., a
Delaware  corporation  (the  "Company"),  and  Paul  Mann,  an  individual  (the
"Executive").  Company or Executive are sometimes  referred to herein as "party"
or collectively "parties."

         WHEREAS,  the Company and Cavio Corporation have entered into a binding
letter of intent  whereby  Cavio will become a wholly  owned  subsidiary  of the
Company (the "Transaction");

         WHEREAS,  Company and Executive now mutually  desire to enter into this
Agreement,  to  become  effective  upon  the  closing  of  the  Transaction,  in
consideration of the mutual covenants and agreements hereinafter contained,  and
for other good and valuable  consideration,  it is hereby  agreed by and between
the parties hereto as follows:

1.       Employment and Duties
         ---------------------
         1.1 Employment.  Company hereby employs  Executive as the President and
             ----------
Chief Executive Officer of the Company and its subsidiaries and Executive hereby
accepts  such  employment  as of the  Effective  Date  pursuant  to  the  terms,
covenants and conditions set forth herein.

         1.2 Duties.  While  serving in these  corporate  capacities,  Executive
             ------
shall have the  responsibilities,  duties,  obligations,  rights,  benefits  and
requisite  authority as is customary  for his positions and as may be determined
by the Company's Board of Directors (the "Board") and as may be set forth in the
Bylaws of the Company and/or those of its subsidiaries.  Executive shall perform
said  duties  to the best of his  ability  and in a manner  satisfactory  to the
Company.

         1.3 Time and Efforts. Executive shall devote his professional full-time
             ----------------
efforts,  attention, and energies exclusively to the business of the Company and
its subsidiaries.

         1.4 Place of  Employment.  Executive  and the Company agree that during
             --------------------
the  Term  (as  defined  below),   his  services  will  be  performed  at  Cavio
Corporation's  principal offices in Vancouver,  British Columbia,  or such other
place as agreed  to  between  the  Executive  and the  Company,  subject  to any
necessary travel requirements of his position and duties hereunder.








                                     10.2-1
<PAGE>
2.       Term
         ----
         Except  as  otherwise  provided  in this  Agreement,  the  term of this
Agreement  (the "Term")  shall be for a period of one year  commencing  upon the
closing of the Transaction and shall  automatically renew for successive periods
of one year unless either party gives notice of the termination of the Agreement
to the other not fewer than 30 days prior to the  expiration  of the  applicable
yearly period.

3.       Compensation
         ------------
         3.1 Compensation.  As the total consideration for Executive's  services
             ------------
rendered  hereunder,  Executive  shall be  entitled  to annual  compensation  of
$175,000 ("Base  Salary"),  payable in accordance with ordinary  Company payroll
procedures  and  subject  to  applicable  withholding.  Executive  shall also be
eligible  to earn an annual  bonus of $20,000  for every  $1.5  million in gross
consolidated  revenue of the  Company  for said  year,  said bonus to be paid no
later than ninety (90) days  following the and of said calendar  year. The bonus
shall be net of any amounts required to be withheld by the Company in respect to
taxes.

         3.2 Stock  Options.  Executive  shall be  entitled  to a ten year Stock
             --------------
Option under the Company  Stock Option Plan for 150,000  shares of the Company's
Common  Stock at an  exercise  price of $3.50 per  share to be vested  over a 24
month  period.  The  Stock  Option  shall  vest in full  if  this  Agreement  is
terminated Without Cause further to Section 5.2 herein.

         3.3 Expenses. During employment, Executive is entitled to reimbursement
             --------
for  reasonable  and  necessary  business  expenses  incurred  by  Executive  in
connection with the performance of Executive's duties and pursuant to applicable
Company policy.

         3.4 Vacation.  Executive  shall be entitled to receive twenty (20) days
             --------
of paid  vacation  each year.  Executive's  vacation  shall be  governed  by the
Company's usual policies applicable to all executives.

         3.5 Benefits. Executive shall be entitled to participate in and receive
             --------
all benefits made available by the Company, subject to and on a basis consistent
with  the  terms,  conditions  and  overall  administration  of such  plans  and
arrangements,  including without limitation,  medical,  dental, vision, life and
disability insurance plans and coverage.

         3.6 Work Permits.  The Company shall use  reasonable  efforts to secure
             ------------
all work permits and visas required by the Executive in those  geographic  areas
where Executive is required to work to fulfill his duties hereunder.






                                     10.2-2
<PAGE>
4.       Proprietary Information
         -----------------------
         Executive  shall  execute the  Company's  Confidentiality,  Proprietary
Information, and Assignment of Inventions Agreement.

5.       Termination
         -----------
         Executive's employment shall terminate upon the happening of any of the
following:

         5.1 Termination For Cause. The Company may terminate this Agreement for
             ---------------------
Cause if the Board of Directors  determines  that Cause exists.  For purposes of
this Agreement, "Cause" shall mean:

             (a)  A  proven  act  of   dishonesty,   fraud,   embezzlement,   or
misappropriation  of proprietary  information in connection with the Executive's
responsibilities as an Executive;

             (b)  Executive's  conviction  of, or plea of nolo  contendere to, a
felony;

             (c)   Executive's   willful   misconduct  in  connection  with  his
employment  duties that is  detrimental to the Company and which cannot be cured
on reasonable notice to Executive; or

             (d) Executive's failure or refusal to perform his employment duties
under this Agreement if such failure or refusal is not cured by Executive within
twenty (20) days after receiving written notice thereof from the Company.

             (e) In the event of Executive's  termination  for Cause pursuant to
this section 5.1,  Executive  shall not be entitled to severance  pay or further
salary.

         5.2  Termination  Due to  Disability or Death.  Executive's  employment
              ----------------------------------------
hereunder may be terminated by the Company as follows:


             (a) To the extent  permitted by law,  upon thirty (30) days' notice
to  Executive  in  the  event  that   Executive   has  been  unable  to  perform
substantially all of his duties under this Agreement for an aggregate of 90 days
(inclusive of weekends and holidays) within any 12-month  period,  as the result
of Executive's incapacity to perform the essential functions of his job due to a
physical or mental  disability and after  reasonable  accommodation  made by the
Company, and within thirty (30) days of receipt of such notice,  Executive shall
not  have  returned  to the  full-time,  continuing  performance  of his  duties
hereunder; or

             (b) Immediately upon the death of Executive.

             (c) In the event of  Executive's  termination  due to disability or
death pursuant to this section 5.2, Executive shall not be entitled to severance
pay or further salary.



                                     10.2-3
<PAGE>
         5.3  Voluntary  Termination.  Executive's  employment  hereunder may be
              ----------------------
terminated  by  Executive  for any  reason  (other  than by  Termination  Due to
Disability  or Death) upon  Executive  providing  Company with thirty (30) days'
notice  of  Executive's  voluntary  termination.  In the  event  of  Executive's
voluntary  termination  pursuant to this  section  5.3,  Executive  shall not be
entitled to severance pay or further salary.

6.       Non-Solicitation
         ----------------
         During Executive's  employment with Company and for a period of six (6)
months following  termination for any reason,  Executive shall not,  directly or
indirectly,  solicit business from,  divert business from, or attempt to convert
to other  methods of using the same or similar  products or services as provided
by Company, any client,  account or location of Company with which Executive has
had any contact as a result of his engagement by Company.

7.       Assignment
         ----------
         This  Agreement is personal in nature,  and neither this  Agreement nor
any part of any obligation herein shall be assignable by Executive.  The Company
shall be entitled to assign this  Agreement to any affiliate of the Company that
assumes the ownership and control of the business of the Company.

8.       Severability
         ------------
         Should any term, provision,  covenant or condition of this Agreement be
held to be void or invalid, the same shall not affect any other term, provision,
covenant or condition of this  Agreement,  but such remainder  shall continue in
full force and effect as though each such voided  term,  provision,  covenant or
condition is not contained herein.

9.       Governing Law
         -------------
         This  Agreement  shall be governed by and construed in accordance  with
the laws of the  State of  California  applicable  to  contracts  made and to be
carried out in California.

10.      Arbitration Agreement
         ---------------------
         Both Executive and the Company mutually agree that any and all disputes
between  Executive  and the  Company  (including  any of the  Company's  related
entities, employees,  officers, directors, agents or assigns), that arise out of
or relate to Executive's  employment  with,  recruitment  to,  investment in, or
termination  from the  Company  shall be  resolved  through  final  and  binding
arbitration,  pursuant to the Federal Arbitration Act and applicable  California
law. This shall include any  controversy,  claim or dispute of any kind relating
to employment,  including,  without  limitation,  claims for breach of contract;
claims for wages, benefits or compensation; claims based on tort, public policy,
emotional distress,  defamation,  fraud or misrepresentation;  claims for unfair
competition  or  concerning  the  unauthorized  use  and/or  disclosure  of  any
confidential information, trade secret or any other intellectual property right;
and any  statutory  claims  relating to  employment,  including  discrimination,
harassment,  or retaliation under Title VII of the Civil Rights Act of 1964, the



                                     10.2-4
<PAGE>
Age  Discrimination  in Employment Act, the Americans with Disabilities Act, the
Family and Medical Leave Act, the  California  Fair  Employment and Housing Act,
the  California  Labor  Code,  or any  other  federal,  state  or  local  law or
regulation now in existence or hereinafter enacted relating to employment.

         The only  claims not  covered  by this  Arbitration  Agreement  are (a)
claims for workers' compensation benefits,  unemployment insurance, or state and
federal  disability  insurance,  which  shall  be  brought  according  to  their
applicable  laws,  and (b) any other  dispute or claim  that has been  expressly
excluded from arbitration by statute.

         Either  party may  initiate  the  arbitration  process by  submitting a
written demand letter to the other party briefly setting forth the nature of the
claim  or  dispute,   including  a  short  factual  summary  of  the  supporting
allegations. To be timely, the letter demand must be received by the other party
within the time limits established by any applicable statute of limitations with
respect to the  asserted  claims.  Any  disputes  and/or  claims  required to be
submitted to arbitration  under this  Agreement  shall be conducted by a neutral
arbitrator  pursuant  to  the  applicable  rules  of  the  American  Arbitration
Association,  subject to any  applicable  discovery  or other rules  required by
California  law,  and  also  subject  to the  right  of  either  party  to  seek
provisional  remedies  as  provided by the  California  Code of Civil  Procedure
ss.1281.8.

         The arbitration shall be held in Los Angeles,  California.  The Company
shall  pay  the  costs  directly  related  to  the  arbitration,  including  the
arbitrator's fees and any  administrative  fees. Each party shall otherwise bear
their own  respective  attorneys'  fees and  costs,  including  the costs of any
expert  witnesses,  depositions,  travel or similar costs,  unless an applicable
contract or statute  provides  otherwise to the prevailing  party, in which case
the arbitrator shall make such determinations as required or permitted by law.

         The arbitrator  shall issue a written decision or award that sets forth
the  essential  findings  and  conclusions  on which  the  award is  based.  The
arbitrator  shall  have the  authority  to award  all of the  types of relief or
damages that would otherwise be available in a civil court proceeding.

         THE ARBITRATION SHALL BE INSTEAD OF ANY CIVIL LITIGATION,  MEANING THAT
THE  EXECUTIVE  AND THE COMPANY  ARE WAIVING ANY RIGHT TO A JURY TRIAL,  AND THE
ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING TO THE FULLEST EXTENT PERMITTED
BY LAW,  SUBJECT ONLY TO ANY LIMITED JUDICIAL REVIEW AS REQUIRED OR PERMITTED BY
APPLICABLE LAW.

11.      Binding Agreement
         -----------------
         This Agreement  shall inure to the benefit of and shall be binding upon
the Company, its successors and assigns.

12.      Captions
         --------
         The  Section   captions  herein  are  inserted  only  as  a  matter  of
convenience  and reference and in no way define,  limit or describe the scope of
this Agreement or the intent of any provisions hereof.



                                     10.2-5
<PAGE>
13.      Entire Agreement
         ----------------
         This Agreement contains the entire agreement of the parties relating to
the  subject  matter  hereof,  and the parties  hereto have made no  agreements,
representations  or warranties  relating to the subject matter of this Agreement
that are not set forth  otherwise  herein.  In this regard,  each of the parties
represents and warrants to the other party that such party is not relying on any
promises or representations that do not appear in writing herein. This Agreement
supersedes the prior Letter  Agreement with the Company,  except as specifically
referenced herein.  Each of the parties further agrees and understands that this
Agreement can be amended or modified only by a written  agreement  signed by all
parties.

14.      Notice
         ------
         All notices and other  communications  under this Agreement shall be in
writing and mailed, telegraphed, telecopied, or delivered by hand (by a party or
a recognized courier service) to the other party.

15.      Attorneys' Fees
         ---------------
         In the event  that any party  shall  bring an action or  proceeding  in
connection with the  performance,  breach or  interpretation  of this Agreement,
then the prevailing party in any such action or proceeding, as determined by the
court or other body having  jurisdiction,  shall be entitled to recover from the
losing party all  reasonable  costs and  expenses of such action or  proceeding,
including  reasonable  attorneys'  fees,  court costs,  costs of  investigation,
expert  witness  fees and  other  costs  reasonably  related  to such  action or
proceeding.




























                                     10.2-6
<PAGE>
         IN WITNESS  WHEREOF,  this Agreement is executed as of the day and year
first above written.

                                      "COMPANY"

                                      ALPHA VIRTUAL, INC.,
                                      a Delaware corporation

                                      By:      /s/ Charles Lesser
                                         -------------------------------------
                                               Name:    Charles Lesser
                                               Title:   President

                                      And

                                      "EXECUTIVE"

                                              /s/ Paul Mann
                                      ----------------------------------------
                                              Paul Mann





































                                     10.2-7