EXHIBIT 10.7

                         EXECUTIVE EMPLOYMENT AGREEMENT

         This agreement  ("Agreement") is made effective as of September 1, 1999
between OnLine  Entertainment,  Inc.,  (the  "Company") and Chris A. Riggio (the
"Executive"),  presently residing at 1100 Alder Way,  Longmont,  Colorado 80503.
The  Executive  has been employed and is continuing to serve the Company as Vice
President-Research.

         In  consideration  of the  mutual  benefits  and  obligations  in  this
Agreement,  and  intending  to be legally  bound  hereby,  the  Company  and the
Executive agree as follows:

            1.    Office and Duties

            The  Executive  shall be employed as an executive  officer of OnLine
Power  Supply,  Inc.,  ("OPS"),  which  as of the  date of this  Agreement  is a
subsidiary  corporation of the Company.  At such time as the Company changes its
name to "OnLine Power Supply,  Inc." the Executive's  position shall continue to
be  Vice-President-Research  for the Company,  with primary  duties in the power
supply division.  The Executive shall have the duties specified in the Bylaws of
the  Company,  and such  duties  as may be  lawfully  assigned  by the  Board of
Directors,  either directly or through his supervisor.  The Company may reassign
the Executive to serve in other divisions or for other subsidiaries,  consistent
with his abilities and the needs of the Company.  The Company reserves the right
to designate his place of work.

         Executive agrees to devote substantially all of his normal workday time
and energy to the  performance  of the duties of his position .  Notwithstanding
the above,  Executive  shall be permitted to have interests in other  businesses
that do not compete with the Company or its  subsidiaries,  or otherwise  are in
violation of this Agreement,  and he may render services for such other business
interests,  provided such service does not prevent Executive from performing his
duties under this Agreement.  The Executive agrees with the Company that any and
all inventions or designs or improvements to electronic or electrical devices or
systems which he creates alone or with others, during the term of this Agreement
(hereafter,  the "Other Inventions"),  shall be presented and disclosed first to
the Company,  for its decision to take up and exploit the Other  Inventions even
if it is or they are outside of the line of products then being worked on by any
employees or consultants to the Company.  The Executive  agrees with the Company
that any and all  intellectual  rights to such  Other  Inventions  shall  belong
exclusively  to the Company,  until it is or they are presented and disclosed to
the Company by the Executive. If the Company decides to take up and exploit such
Other  Inventions,  the Company shall  thereafter  own any and all  intellectual
rights to it or them forever,  provided that the Company  proceeds in good faith
and uses its best  efforts  to exploit it or them.  The  Company  shall make its
decision in a commercially  reasonable  period of time, not to exceed six months
after full presentation and disclosure to the Company by the Executive. If after
a  reasonable  period of time,  the  Company  and the  Executive  agree that the
Company cannot proceed  further with such  exploitation,  then the Company shall
assign the rights to the Other Inventions back to the Executive.

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            2.    Term of Employment

            The  Company   shall  employ  the  Executive  and  he  accepts  such
employment  for a term  beginning  on the  date of  this  Agreement  and  ending
September 1, 2004,  upon the terms and conditions  set forth in this  Agreement.
Notwithstanding  the foregoing,  if the Agreement  shall not have  terminated in
accordance  with the  provisions  herein on or before  September  1, 2004,  this
Agreement shall be renewed on time for an additional term of five years,  unless
on or after September 30, 2003, but before March 31, 2004 the Board of Directors
notifies the Executive in writing of its  determination to have the date of this
Agreement  expire  six  months  from  the  date  of such  notification.  If that
notification  is  given,  then this  Agreement  shall  expire  on the  six-month
anniversary of the date when notification is given to the Executive.

             3.   Definitions.

             For the  purposes  of this  Agreement,  these  terms shall have the
meaning set forth in this paragraph:

             "Base Compensation" shall mean an amount per annum equal to the sum
of:

             (a) The  annual  Base  Salary in effect for  Executive  immediately
preceding the termination of employment. The Base Salary for the Executive as of
the date of this Agreement is stated in Section 4 below.

             (b) Continued  participation  in all basic and  supplemental  life,
accident, disability, and other Company-sponsored insurance benefits provided to
the Executive  immediately  preceding the date of this  Agreement  (assuming the
Executive is insurable).  Life insurance,  if available for the Executive,  will
provide for a split of benefits in the event of death equally between his estate
and the Company.

             If this  Agreement  is  terminated  other than for cause,  then the
Company will continue to provide the same insurance benefits for so long as Base
Salary is paid to him or his estate;  if continued  participation in one or more
of these  benefits is not  possible,  the Company will  continue him in benefits
which  are  substantially  similar  to those  which  Executive  would  have been
entitled  to if he had  continued  as an  employee  of the  Company  at the same
compensation level which was in effect immediately prior to his termination.

             (c)   Continuance   of  vesting  and  benefit   accrual  under  any
Company-sponsored  retirement programs in effect for Executive immediately prior
to termination (or, if continued participation in such programs is not possible,
benefits substantially similar to those which Executive would have been entitled
to if he had  continued  as an employee of the Company at the same  compensation
level  immediately  prior to termination).  However,  the terms of any incentive
stock options granted to the

             Executive   pursuant  to  this  Agreement  or  otherwise  shall  be
controlling  with respect to the vesting and benefit accrual  provisions of such
options.

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             "Board " means the Board of Directors of the Company.

             "Cause " shall mean (i) willful  refusal by the Executive to follow
a lawful written demand signed by the Board;  (ii) the  Executive's  willful and
continued  failure to  perform  his duties  under  this  Agreement  (but not his
failure to perform due to physical or mental  illness) after a written demand is
delivered to the Executive by the Board  specifically  identifying the manner in
which the Board  believes the Executive has failed to perform his duties;  (iii)
the  Executive's  willful  engagement  in conduct  materially  injurious  to the
Company;  (iv) the Executive's  conviction of any felony; or (v) the Executive's
breach of any provisions of this Agreement. For purposes of clauses (I), (ii) or
(iii) of this  definition,  no act,  or failure to act on the  Executive's  part
shall be deemed  'willful'  unless done, or omitted to be done, by Executive not
in good faith and without  reasonable  belief that Executive's act or failure to
act was in the best interests of the Company.

             "Constructive  Termination " shall mean the  Executive's  voluntary
termination  of employment  within ninety (90) days  following the occurrence of
one or more of the  following  events,  unless  such  event is  approved  by the
Executive in advance of such event.

             A failure by the Company to perform any part of this Agreement that
is not remedied  within ten (10) business days of  notification  by Executive of
such failure, including any violation of Executive's rights as described in this
Agreement unless such rights are replaced by alternative rights of approximately
equal value;

         A reduction of Executive's  title or  responsibilities  below positions
specified in or pursuant to this Agreement; or

             A relocation  of  Executive's  primary  place of business more than
fifty (50) miles from its location as of the date of this Agreement.

             "Disability"  shall be deemed to have  occurred if the Executive is
unable to  substantially  perform  the normal  duties of his  position  with the
Company, or if the Executive makes application for disability benefits under any
Company-sponsored  long-term  disability  program  covering the Executive and he
qualifies for such benefits.

             "Retirement " shall mean the Executive's  voluntary  termination of
service  with  the  Company  at any time  after he  reaches  age 55,  where  the
Executive retires from substantially full time employment generally.

             4.   Compensation

             For all services  rendered by the  Executive in any capacity to the
Company or any subsidiary or successor  during the term of this  Agreement,  the
Executive  shall be compensated  with the Base  Compensation  as defined in this
Agreement  (including the Base Salary,  options,  performance cash  compensation
bonus, and automobile allowance as they are specified below):

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             Base Salary.  The minimum base salary payable to the Executive upon
commencement of this Agreement shall be $84,000.  The Board or its  Compensation
Committee  (if one is  designated)  will review the  Executive's  Base Salary at
least annually to determine the amount of any increase. Upon any increase in the
Executive's  Base Salary,  such increased rate shall  thereafter  constitute the
Executive's  annual Base Salary for all purposes of this Agreement,  except that
the Company may reduce the  Executive's  Base Salary during any year by not more
than 10% below the Base Salary in effect at the beginning of the year as part of
any general  salary  reduction  which applies to all officers of the Company and
its  subsidiaries.  Such a reduction  shall not constitute a termination of this
Agreement.

            Incentive Stock Options. As an incentive for continued contributions
to the Company,  the Company  shall issue to the  Executive  options to purchase
500,000 shares of the Company's common stock (the  "Performance  Options").  The
exercise  price per share  shall be the average of the bid and ask prices of the
common  stock on  September  1,  1999.  The  options  shall be issued  under the
Incentive  Stock Option Plan.  All of these options shall expire on September 1,
2004.  Subject to the terms of the Incentive  Stock Option Plan,  the vesting of
these  options  shall be  twenty  percent  (20%),  or  125,000  shares,  on each
anniversary of this  Agreement.  Each vested portion of the options shall have a
term of five  (5)  years,  but such  term  shall be  shortened  in the  event of
termination of  employment,  for any reason,  and in that event the  Performance
Options all shall expire when the covenant not to compete  (elsewhere  stated in
this Agreement) expires.

            Provided  that the  Company's  common stock is  registered  with the
Securities and Exchange  Commission under section 12(g) of the Securities Act of
1934,  then, as soon as practicable  after such  registration is effective,  the
Company  will use its best efforts to file with and have  declared  effective by
the Securities and Exchange Commission a registration  statement on Form S-8 (or
comparable form for the  registration  of employee  compensation  plans),  under
section 5 of the  Securities  Act of 1933,  so as to allow the  resale  into the
public  markets by the  Executive  of the  shares of common  stock  acquired  on
exercise of the  Performance  Options.  Such  registration  also shall cover any
shares issued in payment of the Performance Bonus, as provided below.

            If there shall be a combination of the Company with another  company
where the  Company is not the  surviving  entity,  and as a result  thereof  the
Executive  does not  continue  his  employment  under  this  Agreement,  or this
Agreement is not  accepted  and  continued  by the  surviving  entity,  then the
Executive shall be immediately fully vested in all Performance Options.

            Performance  Bonus.  In order to  promote  goals  that may  increase
shareholder  value, the Executive shall be paid  Performance  Bonuses during the
term of this Agreement as follows: For the Company's fiscal year ending December
31, 2000 and for each sub-sequent fiscal year during the term of this Agreement,
an amount equal to fifty  percent  (50%) of Base Salary if the Company  achieves
audited  consolidated  gross  revenue of  $2,000,000 or more for the fiscal year
ending December,  2000. Each  Performance  Bonus shall be payable either 30 days
following the date the Company's audited  consolidated  financial statements for
the fiscal year are delivered to the Company or on March 15 following the end of
the fiscal year,  whichever  is later.  At the  election of the  Executive,  the
Performance Bonus may be paid in cash or in shares of common stock valued at

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the average  bid and ask prices of the common  stock;  shares  issued in payment
will be restricted from transfer in accordance with the Securities Act of 1933.

            Vacation.   Executive  shall  receive  paid  vacation  per  year  in
accordance with the regular policies of the Company in effect for all employees,
or classes of employees, as established from time to time.

            Vehicle  Allowance.  The  Executive  shall be paid a  nonaccountable
vehicle expense allowance of $500.00 per month, to be used at his discretion for
operating expenses,  vehicle purchase or lease, or insurance, or any combination
thereof.

            Expense Reimbursement. The Company shall reimburse the Executive for
all reasonable  expenses incurred by Executive in connection with performance of
his  duties  upon  submission  of  itemized  expense  vouchers,  subject to such
guidelines  and  policies  as  may be  promulgated  by the  Company  for  senior
executives or employees from time to time.

            Life Insurance. In addition to any coverage required by the Company,
the Executive  shall be provided with a life  insurance  policy in the amount of
$250,000  (provided he is insurable and can meet the medical conditions for such
coverage), with the policy proceeds payable one-half to the Company and one-half
to such beneficiaries as he shall designate.

            Tax  Matters.  If  any  payments  due to the  Executive  under  this
Agreement  result in the  Executive's  liability  for an excise tax  ("parachute
tax") under the Internal Revenue Code, the Company will pay to Executive,  after
deducting  any Federal,  state,  or local income tax imposed on the payment,  an
amount  sufficient to fully satisfy the "parachute tax" liability.  Such payment
shall be made to the  Executive not later than thirty (30) days prior to the due
date of the  "parachute  tax." To the extent  required by law, the Company shall
withhold from any payments under this Agreement any applicable  federal,  state,
or local withholding taxes.

            5.    Termination.  If this Agreement is terminated:

            (a) By the Company  without  cause,  or if the Employee  voluntarily
leaves the employment of the Company,  or if the Employee is terminated  through
Constructive  Termination  (provided  in any event that the  Executive  does not
breach  the other  provisions  of this  Agreement  concerning  covenants  not to
compete and observing  the Trade  Secrets of the  Company),  or if the Executive
dies or becomes  disabled,  then the Company will  continue to pay the Executive
(or his estate) his Base Salary under this Agreement until the expiration of the
term of this Agreement.  The Company also shall pay him any Performance Bonus to
which he otherwise would be entitled because of the audited  consolidated  gross
revenues  of the  Company  during the fiscal  year when he is  terminated;  such
payment shall be made when the audited financial statements are delivered to the
Company for that year.  Termination  without cause under this Section 5(a) shall
not  affect  the  vested  Performance   Options,   and  the  remaining  unvested
Performance  Options  shall  continue  to vest as  provided  in this  Agreement.
However, upon termination of employment, all of such options which have not been
exercised  shall become  "nonqualified"  stock options under federal  income tax
law. In addition,  all of the Performance  Options which are vested on the third
anniversary of the ter

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-mination of this Agreement, shall expire and thereafter be unexercisable.  Upon
termination under this Section 5(a), all payments of the other  compensation and
benefits shall terminate unless otherwise provided by law with respect to health
insurance coverage.

            (b) By the Company for cause, all payments of all Base  Compensation
and all of the other  compensation  and benefits  shall cease  (except for those
health insurance  benefits which the Company is required to pay by law), but the
Company  shall be obligated to pay the  Performance  Bonus to which he otherwise
would be entitled  because of the  audited  consolidated  gross  revenues of the
Company  during the fiscal year when he is terminated  (such  Performance  Bonus
shall be paid when the audited financial statements are delivered to the Company
for that year).  There shall be no further vesting of Performance  Options,  and
all of the vested unexercised  Performance  Options shall become  "nonqualified"
stock  options  under  federal  income tax law. In  addition,  all of the vested
Performance Options shall expire on the third anniversary of termination of this
Agreement and thereafter be unexercisable.

            (c) Should the Executive exercise his right to terminate  employment
voluntarily for Constructive  Termination,  the Company shall continue to employ
him as an advisor and consultant ("Consulting  Employment") for a period of five
years.  During the  period of  Consulting  Employment,  the  Executive  shall at
reasonable  times but not full time, be available to consult with and advise the
Company.  The Executive  shall be entitled to all benefits under this Agreement,
including base salary,  performance and incentive bonuses during the term of the
Consulting  Employment,  which term shall be negotiated  between the Company and
the individual. During the period of Consulting Employment, the individual shall
be permitted to engage in any business so long as such business  practice is not
in  competition  with the  Company  and  does  not  violate  the  Trade  Secrets
provisions of this Agreement.

            (d) In the event of  termination  of employment of the Executive for
any reason, the Company shall immediately release the Executive,  and obtain the
release of Executive by third parties,  from any and all personal guarantees and
other credit  obligations  the Executive has incurred or undertaken on behalf of
the Company, and shall cause the immediate repayment of indebtedness owed to the
Executive  or members of his family or trusts set up by him or by members of his
family.

            6.    Covenant Not to Disclose Trade Secrets; Covenant Not to
Compete, or Interfere.

            The parties  hereto  recognize  that the Company  must  preserve its
specialized  knowledge,   Trade  Secrets,  and  other  confidential  information
concerning its business.  The disclosure of this information,  Trade Secrets and
knowledge to any  competitors  would be  detrimental to the Company and cause it
irreparable harm. By reason of his position with the Company,  the Executive has
or will have access to, and has obtained or will obtain,  specialized knowledge,
Trade Secrets and confidential  information  about the Company's  operations and
the operations of its  subsidiaries.  Therefore,  the Executive hereby agrees as
follows, recognizing that the Company is relying on these agreements in entering
into this Agreement with him:

         (a)      Definitions.  As of the date of this Agreement, the  Company's
Business is the following: The design and marketing of power supply  systems and
devices, and the de-sign and

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marketing  of  products  related  to  improved  power  supply   performance  and
continuity through power surges and interruptions  (hereafter,  the "Goods"). As
of the  date of this  Agreement,  the  Company's  Business  is  being  conducted
predominantly  in the United  States,  and may also be  conducted  in Europe and
Asia.  Therefore,  for purposes of this Agreement,  Areas shall be defined to be
the United States (and its  Territories),  and the European Union, and in Taiwan
and Thailand.

         The Trade Secrets of the Company  include:  Recipes and  techniques for
power  supply  systems  and  devices  and power  supply  performance  and supply
protection  devices,  and all of the  data,  know-how,  formulae,  compositions,
processes,  samples,  inventions  and ideas;  the data and  results of all past,
current  and  planned (as well as  unplanned  as of the date of this  Agreement)
research  and   development   work;  all  current  and  planned   marketing  and
distribution  strategies;  all past,  current  and future  customer  lists;  all
write-ups  of  current  and  anticipated  customer  (and  prospective  customer)
requirements;  all  price  lists,  market  studies,  and  business  plans of the
Company; and all notes, analysis,  compilations,  studies,  summaries, and other
material  prepared by or for the  Company  containing  or based,  in whole or in
part, on any information included in the foregoing.  Trade Secrets shall further
include  any  and all  intellectual  property  associated  with  the  preceding,
including without  limitation state and federal and common law copy rights,  and
all patent  rights.  In addition,  Trade Secrets shall include any Trade Secrets
which are developed  after the date of this  Agreement and during its term,  and
also any Other Inventions which the Executive develops on his own time and which
the Company elects to take up and exploit.

         (b) Covenant Not to Disclose Trade Secrets. The Executive  acknowledges
and agrees that all Trade  Secrets known or obtained by the  Executive,  whether
before or after the date hereof, are the property of the Company.  Therefore, in
consideration of entering into this Agreement, the Executive agrees that he will
not,  at any  time,  disclose  to any  unauthorized  persons  or use for his own
account or for the  benefit of any third  party any Trade  Secret,  whether  the
Executive  has such  information  in his memory or  embodied in writing or other
physical form,  without the Company's written consent,  unless and to the extent
that the information  which constitutes the Trade Secret becomes generally known
and available for use by the public other than as a result of Executive's breach
of this  Agreement.  The Executive  agrees to deliver to the Company at any time
the Company may request while this Agreement is in effect, all of the documents,
memoranda,  notes, plans, records,  reports, and other documentation relating to
the Trade Secrets that the Executive may then possess or have under his control.
In the event of termination of this Agreement,  the Executive  agrees to deliver
immediately  to the  Company  all of the  documents,  memoranda,  notes,  plans,
records,  reports, and other documentation relating to the Trade Secrets that he
may then possess or have under his control.

         (c)      Covenant Not to Compete, or Interfere.

         (I) In further  consideration  of entering into this Agreement with the
Company, the Executive agrees that if this Agreement is terminated either by the
Executive  or by the  Company,  then,  for a period of three  years  after  such
termination,  the Executive will not, either  directly or indirectly,  engage or
invest in,  own,  manage,  operate,  finance,  control,  or  participate  in the
ownership,  management,  operation, or control of, or be employed by, associated
with,  or consult with,  any business  whose  products or activities  compete in
whole or in part with the Company's

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Business,  anywhere in the Areas.  The  Executive  agrees that this  covenant is
reasonable with respect to its duration,  geographical area, and scope. Further,
the  Executive  agrees  not to (I) induce or  attempt  to  induce,  directly  or
indirectly,  either for himself or any other person, any employee of the Company
to  leave  the  employ  of the  Company;  (ii) in any  way  interfere  with  the
relationship  between  the  Company  and any  employee  of or  consultant  to or
independent  contractor of the Company;  (iii) employ, or otherwise engage as an
employee,  independent  contractor,   consultant  or  otherwise,  any  employee,
consultant or independent  contractor of the Company;  or (iv) induce or attempt
to induce any customer,  supplier,  or business relation of the Company to cease
doing any  business  with the  Company,  or expand its  business in the Goods to
include any similar goods dealt in or handled by another company.

         (ii) If this Agreement is terminated  without cause under Section 5(a),
then the foregoing covenant not to compete,  or interfere,  shall continue to be
applied to the Executive,  and the Executive shall be free to provide consulting
services  to the  Company,  or to any  other  person  or  organization,  but the
Executive  shall not be free to compete with the Company,  and he shall continue
to observe  the Trade  Secrets of the Company  and not use the  Company's  Trade
Secrets without its prior written consent.

         The covenant under subsection (I) not to compete,  or interfere,  shall
not be  construed  to prevent the  Employee  from owning not more than 5% of any
entity which files  reports with the  Securities  and Exchange  Commission  as a
"public  company."   Notwithstanding  the  provisions  of  this  paragraph,  the
Executive  shall  continue  to be subject  to, and  agrees to comply  with,  the
provisions with respect to Trade Secrets of the Company.

         In the event that a court finds any clause of this subsection (c) to be
overly  broad,  and  therefore  not  enforceable,  the court  shall  modify this
subsection (c) in order to reflect the maximum  restraint  allowable,  and shall
then enforce such subsection, as so modified.

         The Company and the Executive agree that except as otherwise  expressly
provided  therein,  all provisions of Section 6 (and of Section 7 below) of this
Agreement shall survive termination of this Agreement, and such provisions shall
remain in effect until three years after termination of this Agreement.

         7. Injunctive Relief. In the event of any violation of Section 6 (which
shall constitute a breach of this  Agreement),  the Company shall be entitled to
injunctive  relief to the  extent  allowable,  and  shall  then be  entitled  to
continue to enforce such relief  ordered.  The Company  shall not be required to
post any bond in such injunctive proceedings.

         In the event of any arbitration, litigation or other proceeding arising
as a result of the breach of this Agreement,  including  without  limitation any
injunctive or other  proceeding  with respect to the rights of the Company under
Sections 6 or 7, the party or parties prevailing in such arbitration, litigation
or proceeding shall be entitled to collect the costs and expenses of bringing or
defending  such  arbitration,  litigation or  proceeding,  including  reasonable
attorney's  fees, from the party or parties not prevailing.  The preceding shall
be interpreted so as to entitle the party prevailing in any

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arbitration to collect the costs and expenses of litigation or other  proceeding
incurred by such party,  which litigation or other proceeding  occurred prior to
the dispute being heard in arbitration.

         8. Other Provisions. With respect to the matters specified herein, this
Agreement  contains the entire agreement  between the parties and supersedes all
prior oral of written  agreements,  understandings  and commitments  between the
parties.  In the  event  that  any  provision  of this  Agreement  is held to be
invalid,  void or  unenforceable,  the same  shall not  affect,  in any  respect
whatsoever,  the validity of any other provision of the Agreement. Any notice or
demand  required or permitted to be given under this Agreement  shall be made in
writing and shall be deemed  effective  upon the  personal  delivery  thereof if
delivered  or, if by express  delivery  service,  24 hours after  placing in the
control of an express delivery service; or if mailed, 72 hours after having been
deposited in the United States mail, postage prepaid,  and addressed in the case
of the Company to its, and in the case of the Executive to Chris A. Riggio, 1100
Alder Way,  Longmont,  Colorado  80503.  Either  party may change the address to
which such  notices are to be  addressed by giving the other party notice in the
manner herein set forth.

         This  Executive  Employment  Agreement  has been  signed by the parties
effective as of the date first stated above.

OnLine Entertainment, Inc.

    /s/    Kris M.  Budinger
----------------------------------

Executive

    /s/  Chris A.  Riggio
----------------------------------
Chris A. Riggio

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