------------------------------------------------------------------------------






                              EMPLOYMENT AGREEMENT



                                 By and Between



                        AUDIO VISUAL SERVICES CORPORATION


                                       and


                                 MICHAEL O'BRIEN




------------------------------------------------------------------------------










                              As of August 29, 2000


<PAGE>






                              EMPLOYMENT AGREEMENT

            EMPLOYMENT  AGREEMENT  (this  "Agreement"),  dated as of August  29,
2000, by and between AUDIO VISUAL SERVICES  CORPORATION,  a Delaware corporation
having an office at 111 West Ocean Boulevard, Suite 1110, Long Beach, California
90802  ("Employer"),  and MICHAEL O'BRIEN,  an individual  residing at 1937 Lake
Street, Huntington Beach, California 92648 ("Employee").

                              W I T N E S S E T H:

            WHEREAS,   Employee  is  currently  employed  in  the  Audio  Visual
Headquarters ("AVHQ") division of the Employer's  wholly-owned  subsidiary known
as Audio Visual Services Group, Inc. ("AVSG");

          WHEREAS,  Employer  desires  to  continue  to  retain  Employee  as an
employee and Employee desires to continue to provide his services to Employer in
connection with Employer's business; and

          WHEREAS,  both  parties  desire to clarify  and specify the rights and
obligations  which  each  have with  respect  to the  other in  connection  with
Employee's employment.

          NOW,  THEREFORE,  in  consideration  of the  agreements  and covenants
herein set forth, the parties hereby agree as follows:

         1.       EMPLOYMENT

          Employer  hereby employs  Employee as Chief  Executive  Officer of the
AVHQ  division of AVSG and as an  Executive  Vice  President  of  Employer,  and
Employee  hereby accepts such employment and agrees to render his services as an
employee of Employer  and AVSG,  all subject to and on the terms and  conditions
herein set forth.

         2.       DUTIES AND RESPONSIBILITIES OF EMPLOYEE

          Employee  shall  be  employed  as and  perform  the  duties  of  Chief
Executive  Officer of the AVHQ division of AVSG and as Executive  Vice President
of  Employer,  subject  to the  other  provisions  of  this  Section  2.  In the
performance of his duties,  Employee shall report to Employer's  Chief Executive
Officer or such other person as may be  designated  by the Board of Directors of
Employer.  Employee  shall use his best  efforts to  maintain  and  enhance  the
business  and   reputation   of  Employer  and  AVHQ.   Employee's   duties  and
responsibilities  shall be designated to Employee by the Chief Executive Officer
of Employer and the Board of Directors of  Employer.  Upon  Employer's  request,
Employee shall also perform similar services in an identical  capacity for (and,
if  requested,  shall hold  directorships  with) any  subsidiary  or division of
Employer  designated by the Board.  Employee shall be available to travel as the
reasonable

                                      -1-
<PAGE>

needs of Employer shall require.  Employee shall be based in Employer's  offices
located in the Southern California.

         3.       EXCLUSIVITY OF SERVICE

          Employee  agrees to  devote  all of his  business  time,  efforts  and
attention to the business and affairs of Employer on an exclusive basis, and not
to engage in any other business activities for any person or entity,  other than
personal  investment   activities  and,  subject  to  Employer's  prior  written
approval, directorships,  provided that such activities do not materially affect
the performance of Employee's duties hereunder.

         4.       COMPENSATION; BONUS

          (a) In  consideration  for his  services  to be  performed  under this
Agreement and as compensation  therefor,  Employee shall receive, in addition to
all other benefits provided in this Agreement, a base salary (the "Base Salary")
at the annual  rate of two  hundred  ninety  thousand  dollars  ($290,000).  All
payments of Base Salary  shall be payable  bi-weekly  in arrears or otherwise in
accordance with Employer's policies.

          (b) In  addition  to the Base  Salary,  Employee  shall be eligible to
receive a bonus (the "Bonus") on an annual basis.  The Bonus shall be determined
pursuant to an executive bonus plan to be formulated by Employer in consultation
with  Employee.  Employee's  "target" level Bonus will be forty percent (40%) of
his then-current Base Salary; provided, however, that the Bonus paid to Employee
may be greater or less than the  "target"  based on  Employee's  and  Employer's
performance  during the fiscal  year in respect of which the Bonus is being paid
and subject to the  above-referenced  executive bonus plan. Payment of the Bonus
shall be made in the discretion of the Board of Directors of Employer subject to
the above-referenced  executive bonus plan and is not guaranteed.  To the extent
payable,  Employer shall pay the Bonus to Employee on or about 90 days following
the end of the fiscal year in respect of which the Bonus is being paid.

          (c) Employee's Base Salary and Bonus shall be reviewed annually by the
Board and increased in the discretion of the Board of Directors of Employer.

         5.       BENEFITS

         In  addition  to the Base  Salary and Bonus  provided  for in Section 4
hereof,  Employee  shall be entitled  to the  following  benefits  during and in
respect of his employment by Employer:

          (a) Employee  will,  at  Employer's  cost and expense,  be entitled to
participate in Employer's hospitalization,  medical, dental and vision insurance
plans, as well as long-term and short-term  disability and life insurance plans,
on the same basis as other senior executive  employees of Employer in accordance
with Employer's practices and subject, in each case, to the terms and conditions
of such plans,  which shall govern Employee's  participation  therein.  Employee
will, at Employer's cost and expense, be entitled to family medical and dental

                                      -2-

<PAGE>

insurance  coverage  subject to the terms and  conditions set forth by Employer.
Employee  will  also be  entitled  to  participate  in any of  Employer's  plans
relating to vacation, sick leave, personal days, stock options, stock purchases,
pension,  thrift, profit sharing,  education or other retirement or benefit plan
that  Employer  has  adopted  or may  adopt  for the  benefit  of its  executive
officers,  officers  and/or  employees  subject,  in each case, to the terms and
conditions of such plans, which shall govern Employee's participation therein.

          (b) Employee shall be entitled to  twenty-five  (25) working days paid
vacation to be taken by Employee at times mutually and reasonably agreed upon by
Employer and Employee in addition to all other  holidays  established as part of
Employer's standard  practices.  No payment shall be made to Employee for unused
vacation  days  nor may  such  days be  carried  over to  future  years  without
Employer's consent.

          (c) Employee  shall be entitled to  reimbursement  for all  reasonable
travel,  entertainment and other reasonable expenses incurred in connection with
Employer's business,  provided that such expenses are adequately  documented and
vouchered in accordance with Employer's policies.

          (d) Employee  shall be provided with an automobile in accordance  with
Employer's  policies.  Employer  will pay all  costs  incurred  by  Employee  in
connection with Employee's normal use of his automobile  (except for those which
Employee is entitled to reimbursement pursuant to Section 5(c) hereof).


         6.       AT-WILL STATUS

          Notwithstanding anything to the contrary contained herein and, subject
to Employer's  obligations  contained herein,  Employee shall be employed by the
Company as an "employee  at-will" and that as such,  Employee's  employment with
Employer may be terminated at any time for any reason or no reason whatsoever.

         7.       CONFIDENTIALITY; INVENTIONS; PRODUCT DEVELOPMENT, ETC.

          (a) Employee agrees and covenants that, at any time during  employment
by  Employer  (which,  for  purposes of  Sections 7 and 8 hereof  shall  include
Employer's  subsidiaries  and  affiliates) or  thereafter,  he will not (without
first  obtaining  the written  permission  of  Employer)  (i) at any time during
employment by Employer and thereafter  divulge to any person or entity,  nor use
(either  himself  or  in  connection   with  any  business)  any   "Confidential
Information"  (as  hereinafter  defined in Section  7(c) hereof) and (ii) at any
time during  employment  by Employer  and  thereafter,  divulge to any person or
entity,  nor use (either  himself or in connection with any business) any "Trade
Secrets"  (as  hereinafter  defined in Section 7(c) hereof) to which he may have
had access or which had been revealed to him during the course of his employment
unless

                                      -3-
<PAGE>

such disclosure is pursuant to a court order, disclosure in litigation involving
the  Employer or in any reports or applications required by law to be filed with
any governmental agency.

          (b)  Employee  hereby  grants to Employer or its nominee all rights of
every kind  whatsoever,  exclusively  and  perpetually,  in and to all  services
performed, products created and product ideas conceived by Employee for Employer
or its nominee,  and hereby agrees, upon Employer's request therefor,  to assign
and transfer to Employer or its nominee, any and all inventions,  Trade Secrets,
product ideas, improvements,  processes, Confidential Information and "know how"
relating to the business or products of Employer or any  subsidiary  or division
thereof,  including  any thereof  which  Employee may learn,  possess or acquire
during  Employee's  employment by Employer,  and agrees that all such things and
such knowledge are, and will be, the sole and exclusive  property of Employer or
its nominee,  and are known or held by Employee only for the benefit of Employer
or its nominee.

          (c) As used in this  Agreement,  the term  "Confidential  Information"
shall  mean and  include  all  information  and data in  respect  of  Employer's
operations,  financial condition,  products,  customers and business (including,
without limitation, artwork, photographs,  specifications,  facsimiles, samples,
business,   marketing  or  promotional  plans,  creative  written  material  and
information relating to characters,  concepts, names, trademarks and copyrights)
which may be  communicated  to Employee or to which  Employee may have access in
the course of Employee's employment by Employer.  Notwithstanding the foregoing,
the term "Confidential Information" shall not include information which:

   (i) is, at the time of the disclosure, a part of the public domain through no
       act or omission by Employee;

  (ii) was otherwise in Employee's lawful possession prior to the disclosure; or

 (iii) is  hereafter  lawfully  disclosed  to  Employee by a third party who or
       which   did   not   acquire  the  information  under  an  obligation  of
       confidentiality to or through Employer.

          As used in this  Agreement,  the term "Trade  Secrets"  shall mean and
include  information,  without  regard to form,  including,  but not limited to,
technical or non-technical data, a formula, a pattern, a compilation, a program,
a device, a method, a technique, a drawing, a process, financial data, financial
plans,  product plans,  or a list of actual or potential  customers or suppliers
which is not commonly known by or available to the public and which  information
(i) derives  economic value,  actual or potential,  from not being known to, and
not being readily ascertainable by proper means by, other persons who can obtain
economic  value from its  disclosure  or use; and (ii) is the subject of efforts
that are reasonable under the circumstances to maintain its secrecy.

         Any  combination  of  known  information  shall  be  within  any of the
foregoing exclusions only if the combination as such is within such exclusions.

                                      -4-
<PAGE>

         Nothing in this  Section 7 shall limit any  protection,  definition  or
remedy provided to Employer under any law,  statute or legal principle  relating
to Confidential Information or Trade Secrets.

         (d) Employee  agrees that at the time of leaving the employ of Employer
he will  deliver to Employer  and not keep or deliver to anyone else any and all
notes, notebooks,  drawings,  memoranda,  documents, and in general, any and all
material relating to the business of Employer (except Employee's  personal files
and  records)  or  relating  to  any  employee,   officer,  director,  agent  or
representative of Employer.

         8.       NON-COMPETITION; NON-SOLICITATION

         (a) Employee hereby agrees and covenants that commencing as of the date
hereof  and for a  period  of one (1)  year  following  the  termination  of his
employment  with  Employer  (the  "Limited  Period")  he will  not  directly  or
indirectly  engage  in or become  interested  (whether  as an owner,  principal,
agent,  stockholder,   member,  partner,  trustee,  venturer,  lender  or  other
investor,  director, officer, employee,  consultant or through the agency of any
corporation,  limited liability  company,  partnership,  association or agent or
otherwise) in any business or enterprise that shall, at the time, be in whole or
in substantial part competitive with any material part of the business conducted
by Employer  during the period of Employee's  employment  with Employer  (except
that ownership of not more than 1% of the outstanding securities of any class of
any entity  that are listed on a national  securities  exchange or traded in the
over-the-counter market shall not be considered a breach of this Section 8(a)).

         (b) Employee  agrees and covenants  that for the Limited Period he will
not (without  first  obtaining the written  permission of Employer)  directly or
indirectly participate in the solicitation of any business of any type conducted
by Employer  during the period of Employee's  employment  with Employer from any
person or entity which was a client or customer of Employer during the period of
Employee's  employment with Employer,  or was a prospective customer of Employer
from which  Employee  (or  employees  under  Employee's  supervision)  solicited
business or for which a proposal for submission  was prepared  during the period
of Employee's employment with Employer.

         (c) Employee  agrees and covenants  that for the Limited Period he will
not (without  first  obtaining the written  permission of Employer)  directly or
indirectly,  recruit for  employment,  or induce or seek to cause such person to
terminate  his or his  employment  with  Employer,  any  person  who  then is an
employee of Employer.

         9.       TERMINATION

         (a)  CAUSE.  In  the  event  that  Employer   discharges  Employee  and
terminates  this  Agreement   because  (i)  Employee  shall   continually   fail
substantially to perform his duties hereunder with reasonable  diligence,  other
than by reason of  incapacity,  or shall  violate any

                                      -5-
<PAGE>



material covenant of his herein contained,  (ii) Employee shall engage in an act
of fraud,  theft or embezzlement  in connection  with his employment  hereunder,
(iii)  Employee  shall  engage in a material  act or omission  involving  wilful
misconduct or gross  negligence in the  performance of Employee's  duties,  (iv)
Employee  shall  engage in a material  act of  dishonesty,  (v)  Employee  shall
unreasonably refuse to carry out the lawful order of Employer  commensurate with
Employee's duties to be performed  hereunder or (vi) Employee shall be convicted
of a felony involving moral turpitude,  (which shall include any felony relating
to drugs) or shall plead nolo contendere (or make an equivalent plea) in respect
of,  any  governmental   indictment,   complaint  or  other  formal  allegation,
Employee's  Base Salary and Bonus under Section 4 hereof and all benefits  under
Section 5 hereof shall  terminate  immediately  upon such discharge  (subject to
applicable law such as COBRA),  and Employer shall have no further obligation to
Employee except the payment to and  reimbursement to Employee for any monies due
to  Employee  which  right to payment  or  reimbursement  accrued  prior to such
discharge.

         (b) DEATH. This Agreement shall terminate immediately upon the death of
Employee,  in which case Employee's legal  representatives  shall be entitled to
receive promptly a payment equal to four (4) months Base Salary.

         (c) TERMINATION WITHOUT CAUSE; GOOD REASON.  Notwithstanding  Section 6
of this  Agreement,  if Employee is discharged  and this Agreement is terminated
without Cause (Cause being defined as a reason for  termination  as set forth in
Section 9(a) above) or by reason other than as set forth in Section 9(b) hereof,
or if Employee resigns for Good Reason (as hereinafter defined),  Employer shall
pay to Employee (i) for a period of 12 months, the Base Salary (as determined by
the Base  Salary  being  paid to  Employee  at the time of such  termination  or
resignation,  as the case may be) as such sums  become  due (or,  at  Employer's
election,  in a lump sum giving effect to the present  value of such  payments);
and (ii) the Bonus to which  Employee  may be  entitled  in respect  only of the
fiscal year of Employer in which such  termination or  resignation  (as the case
may be) occurs  (prorated by reference to the number of days actually  worked by
Employee in such fiscal  year).  For purposes of this  Agreement,  "Good Reason"
shall mean (i) a relocation of Employee, without his prior written consent, more
than fifty (50) miles outside of Employer's offices in Southern  California,  or
(ii) a failure to maintain  Employee as an Executive  Vice President of Employer
and Chief Executive Officer of AVHQ, or (iii) a material  diminution by Employer
of Employee's  responsibilities,  which change would cause  Employee's  position
with Employer to become one of significantly  less  responsibility or scope from
that  contemplated by Section 2 hereof, or (iv) a wilful failure in bad faith to
pay the Base Salary or Bonus to Employee when due or another  material breach of
this Agreement by Employer that has a material adverse effect on Employee.

         10.      VIOLATION OF OTHER AGREEMENTS

         Employee represents and warrants to Employer that he is legally able to
enter into this Agreement and accept employment with Employer;  that Employee is
not  prohibited  by the terms of any  agreement,  understanding  or policy  from
entering into this  Agreement;  and the terms hereof will not and do not violate
or  contravene  the  terms of any  agreement,  understanding  or

                                      -6-
<PAGE>

policy  to which  Employee  is or may be a party,  or by which  Employee  may be
bound.  Employee  agrees that,  as it is a material  inducement to Employer that
Employee make the foregoing representations and warranties and that they be true
in all respects,  Employee  shall forever  indemnify and hold Employer  harmless
from and against all liability, costs or expenses (including attorney's fees and
disbursements) on account of the foregoing representations being untrue.

         11.      SPECIFIC PERFORMANCE; DAMAGES

         In the event of a breach or  threatened  breach  of the  provisions  of
Sections 7 or 8 hereof,  Employee agrees that the injury which would be suffered
by Employer  would be of a character  which could not be fully  compensated  for
solely by a recovery of monetary damages.  Accordingly,  Employee agrees that in
the event of a breach or threatened breach of Section 7 or 8 hereof, in addition
to and not in lieu of any damages  sustained by Employer and any other  remedies
which Employer may pursue hereunder or under any applicable law,  Employer shall
have the  right to  equitable  relief,  including  issuance  of a  temporary  or
permanent  injunction,  by any  court  of  competent  jurisdiction  against  the
commission or continuance of any such breach or threatened  breach,  without the
necessity  of proving any actual  damages or posting of any bond or other surety
therefor.  In addition  to, and not in  limitation  of the  foregoing,  Employee
understands and confirms that, in the event of a breach or threatened  breach of
Section 7 or 8 hereof,  Employee may be held financially  liable to Employer for
any loss suffered by Employer as a result.

         12.      NOTICES

Any and all notices, demands or requests required or permitted to be given under
this  Agreement  shall be given in writing and sent,  by registered or certified
U.S. mail, return receipt requested, by hand, or by overnight courier, addressed
to the parties hereto at their addresses set forth above or such other addresses
as they may from  time-to-time  designate  by written  notice or, in the case of
Employee,  which Employer maintains as Employee's  address,  given in accordance
with the terms of this  Section.  Notice given as provided in this Section shall
be deemed effective: (i) on the date hand delivered,  (ii) on the first business
day following the sending thereof by overnight courier, and (iii) on the seventh
calendar day (or, if it is not a business day, then the next succeeding business
day thereafter)  after the depositing  thereof into the exclusive custody of the
U.S. Postal Service.

         13.      WAIVERS

         No waiver by any party of any default  with  respect to any  provision,
condition  or  requirement  hereof  shall be  deemed to be a waiver of any other
provision,  condition or requirement  hereof; nor shall any delay or omission of
any party to exercise any right  hereunder in any manner  impair the exercise of
any such right accruing to it thereafter.


                                      -7-
<PAGE>

         14.      PRESERVATION OF INTENT

         Should any provision of this  Agreement be determined by a court having
jurisdiction  in the premises to be illegal or in conflict  with any laws of any
state or  jurisdiction or otherwise  unenforceable,  Employer and Employee agree
that such provision shall be modified to the extent legally possible so that the
intent of this Agreement may be legally carried out.

         15.      ENTIRE AGREEMENT

         This   Agreement   sets  forth  the  entire  and  only   agreement   or
understanding  between the parties  relating  to the subject  matter  hereof and
supersedes and cancels all previous agreements, negotiations, letters of intent,
correspondence,  commitments and  representations  in respect thereof among them
(including,  without  limitation,  (i) the Statement of Terms and  Conditions of
Employment, dated February 18, 1997, between Employee and Visual Action Holdings
plc (a wholly  owned  subsidiary  of Employer)  and (ii) that certain  agreement
between Employer and Employee regarding the payment of up to $750,000 to be made
to Employee  in the event of a change of control of  Employer  or AVHQ),  and no
party   shall  be  bound  by  any   conditions,   definitions,   warranties   or
representations  with respect to the subject matter of this Agreement  except as
provided in this Agreement.

         16.      INUREMENT; ASSIGNMENT

         The rights and obligations of Employer under this Agreement shall inure
to the benefit of and shall be binding upon any  successor of Employer or to the
business of Employer, subject to the provisions hereof. Employer may assign this
Agreement to any person,  firm or  corporation  controlling,  controlled  by, or
under common  control with  Employer.  Neither this  Agreement nor any rights or
obligations  of  Employee  hereunder  shall be  transferable  or  assignable  by
Employee.

         17.      AMENDMENT

         This  Agreement  may  not  be  amended  in  any  respect  except  by an
instrument in writing signed by the parties hereto.

         18.      HEADINGS

         The headings in this Agreement are solely for  convenience of reference
and shall be given no  effect  in the  construction  or  interpretation  of this
Agreement.

         19.      COUNTERPARTS

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which when taken  together  shall
constitute one and the same instrument.

                                       -8-

<PAGE>


         20.      GOVERNING LAW

         This  Agreement  shall  be  governed  by,  construed  and  enforced  in
accordance  with the internal laws of the State of  California,  without  giving
reference to principles of conflict of laws.

                                      -9-

<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                            EMPLOYEE:


                            By:/s/ Michael J. O'Brien
                               ----------------------
                               Michael J. O'Brien


                            Employer:

                            AUDIO VISUAL SERVICES
                            CORPORATION


                            By:/s/ Robert K. Ellis
                               --------------------
                                Robert K. Ellis
                                Chief Executive Officer



                                      -10-