To: Rick Ducommun
Re: Contract, Consultant- Director of Project Development

Two-Year Agreement Stock Compensation- 300,000 Shares Free Trading

Stock Disbursement Schedule:

o    50,000 S-8 shares six months

o    50,000 S-8  shares at 6 month  intervals  until  200,000  shares  have been
     transferred

o    As soon as  administratively  possible,  after the company signs a contract
     with Mr. Ducommun, 100,000 Rule 144 Restricted shares will be placed into a
     trust, which upon completion of two years of satisfactory performance,  the
     stock trust will then be transferred to Mr.  Ducommun free trading.  1) Mr.
     Ducommun agrees to disburse the Rule 144 Restricted  stock over a six-month
     period in  cooperation  with the  company.  Example:  Approximately  33,000
     shares every 45 days.

o    If this contract is terminated by mutual agreement, the stock trust and S-8
     shares will be pro-rated by 100% percentage  calculation and transferred to
     Mr. Ducommun within 30 days of the termination.

o    The company will also pay Mr.  Ducommun fair market value,  in cash for all
     content in which he acts,  writes,  directs or performs  other services for
     the company.

Job Description:

o    Consult or assist in the  development of projects for the company.  To help
     in  evaluating  all  projects  the  company  will be or  contemplate  being
     involved in.

o    In addition,  Mr.  Ducommun  will be  authorized  to arrange  loans for the
     company. The investment instrument to be use is the convertible  debenture.
     The  discount  to be  given  will  set by the  Operations  Department.  Mr.
     Ducommun will be paid 10% of all debentures he arranges,  immediately  upon
     the completion of the debenture.

Key man Clause:

o    Stereo  Vision  Entertainment,  Inc.  agrees  that  during  the term of the
     contract,   Jack  Honour  shall  have  the   responsibility  of  personally
     supervising communication,  negotiations, or any other business between Mr.
     Ducommun and the company.

o    In the event Jack Honour  shall cease to be active in the affairs of Stereo
     Vision Entertainment,  Inc. by reason of death,  disability,  retirement or
     any other  reason,  Mr.  Ducommun  shall have the right to  terminate  this
     contract.

o    Such  termination  shall not effect any  financial  remuneration  owing Mr.
     Ducommun at the time of such termination.

Indemnity:

o    Stereo Vision Entertainment, Inc. agrees to indemnify and hold harmless Mr.
     Ducommun  his  employees,  heirs,  partners,  assignees  including  but not
     limited to his corporate entities,  business associates  advisors,  agents,
     attorneys,  and their respective heirs, employees et al from any liability,
     costs,  or other  responsibilities  with regard to their  actions for or on
     behalf of the company.

Indemnity continued...

o    Stereo Vision  Entertainment,  Inc.  agrees it will cover Mr.  Ducommun the
     same  protection  afforded  officers  and  directors  of the company in the
     articles of incorporation of the company.

o    Should this  agreement  terminate  prior to the release of Rule 144 stocks,
     the company  and its  appropriate  employees,  directors  or officers  will
     cooperate with Mr. Ducommun and /or his representatives in facilitating the
     release of the stock.

Arbitration of disputes:

o    Any and all disputes  arising under or related to this contract shall first
     be  submitted to  mediation.  If not resolved it shall then be submitted to
     and finally decided,  by binding arbitration under California law and under
     the commercial arbitration rules of the American Arbitration Association in
     San Diego,  California,  and judgment on any award entered therein shall be
     entered into any court of competent  jurisdiction over the party charged by
     such award.

Assignment or transfer of rights:

o    Either party may assign or transfer  their rights under this agreement to a
     third  party with the  permission  of the  other.  Such  permission  not be
     unreasonably withheld and such transfer not to impede, alter or infringe on
     the rights of either party to this agreement.


The parties agree to enter into a more detailed and formal  agreement.  However,
until that time this agreement shall represent the entire understanding  between
the parties.




         ____________________________                Date____________
         Rick Ducommun


         ______________________________     Date____________
         John Kookootsedes, President
         Kestrel Equity Corp. / Stereo Vision Entertainment, Inc.