To: Rocco Urbisci
Re: Contract, Consultant- Director of Productions

Two-Year Agreement Stock Compensation- 200,000 Shares Free Trading

Stock Disbursement Schedule:

o    10,000 S-8 shares six months

o    10,000  S-8  shares at 6 month  intervals  until  40,000  shares  have been
     transferred

o    As soon as  administratively  possible,  after the company signs a contract
     with Mr.Urbisci,  160,000 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.  Urbisci free trading.  1) Mr.
     Urbisci agrees to disburse the Rule 144  Restricted  stock over a six-month
     period in  cooperation  with the  company.  Example:  Approximately  53,000
     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. Urbisci within 30 days of the termination.

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

Job Description:

o    To evaluate the feasibility of projects  contemplated by the company and to
     assess  and  advise  the  company  on  projects  they  choose to enter into
     including budgets and schedules.  To provide  meaningful  consultation with
     respect to hiring crews,  production companies,  staff and other aspects of
     producing the company's projects.

o    In  addition,  Mr.  Urbisci  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. Urbisci
     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.
     Urbisci 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.  Urbisci  shall  have the right to  terminate  this
     contract.

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

Indemnity:

o    Stereo Vision Entertainment, Inc. agrees to indemnify and hold harmless Mr.
     Urbisci 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.

o    Stereo Vision Entertainment, Inc. agrees it will cover Mr. Urbisci 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. Urbisci 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.

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____________
         Rocco Urbisci


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