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                              EMPLOYMENT AGREEMENT



                                 By and Between



                        AUDIO VISUAL SERVICES CORPORATION


                                       and


                                 JOHN C. VOADEN




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                              As of August 29, 2000


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                              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 JOHN C.  VOADEN,  an  individual  residing at 12 Willow Lane,
Avon, Connecticut 06001 ("Employee").

                              W I T N E S S E T H:

     WHEREAS, Employee is currently employed in the Presentation Services ("PS")
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 PS
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 PS 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 PS. 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 needs of

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Employer shall require. Employee shall be based in Employer's offices located in
the Chicago, Illinois metropolitan area.

         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 sixty-two thousand dollars  ($262,000).  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 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 be entitled to family medical
and dental  insurance  coverage at the rate  charged  therefor  by Employer  and


                                      -2-

<PAGE>

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).

         (e) Employee  will be entitled to  reimbursement  for weekly  roundtrip
airfare between Hartford,  Connecticut and Chicago, Illinois in accordance with,
and subject to, Employer's policies.

         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

                                      -3-


<PAGE>


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  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.

                                      -4-

<PAGE>


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

     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

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     (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 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  Arlington  Heights,
Illinois,  or (ii) a failure to maintain Employee as an Executive Vice President
of Employer and Chief Executive Officer of PS, 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

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<PAGE>

     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 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.


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<PAGE>

         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.

         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 letter,  dated April 29,  1999,  from
Christopher  A. Sinclair to Employee  regarding the terms and conditions of your
employment and (ii) the letter,  dated August 19, 1999,  from Richard R. Gros of
Employer to Employee  regarding  certain  payments to be made to Employee in the
event of a change of control of Employer or PS),  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.


                                      -8-

<PAGE>

         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.

         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.

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<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/ John C. Voaden
                                        ------------------
                                        John C. Voaden


                                    Employer:

                                    AUDIO VISUAL SERVICES
                                         CORPORATION

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




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