EXHIBIT 10.34

EMPLOYMENT AGREEMENT


This Employment Agreement ("Agreement"), is entered into by and among 
Kristen Simpson ("Executive"), and American Champion Entertainment 
Inc., a Delaware corporation (the "Company"), effective as of the 25th 
day of March, 1998.

In consideration of the mutual agreements set forth below, Executive 
and the Company agree as follows:

1.      EMPLOYMENT AS VICE PRESIDENT OF MARKETING OF THE COMPANY. The 
Company does hereby employ Executive as Vice President of Marketing, of 
the Company. Subject to the supervision and control of the President or 
an assigned supervising executive of the Company, Executive shall do 
and perform all services and acts necessary or advisable to fulfill the 
duties and responsibilities of Vice President of Marketing, and shall 
render such services on the terms set forth herein. In addition, 
Executive shall have such other executive and managerial powers and 
duties with respect to the Company and its subsidiaries as may 
reasonably be assigned to her by the President or an assigned 
supervising executive.

2.      TERM OF AGREEMENT. The commencement date of this Agreement shall 
be April 1, 1998, and shall continue for a period of one (1) year.

3.      COMPENSATION.

        3.1     Commission. The Company shall pay Executive a commission 
rate of 10% for the total adjusted gross sponsorship dollars 
("Adjusted Gross") raised for the television show "Adventures With 
Kanga Roddy".  Adjusted Gross shall be defined as total sponsorship 
dollars raised less any additional costs incurred or agreements of 
future costs to incur as a part of the sponsorship deal. (Example:  NFL 
sponsorship for $615,000.00 with the agreement that Mr. Montana will 
provide his services for one TV commercial at the cost of $315,000.00 
to be paid by the Company, then the Adjusted Gross would be 
$300,000.00)  

3.2     Draw. Executive shall be entitled to receive a draw against 
future commissions in the amount of $7,825.00 monthly for three months 
from the commencement date. In the event no sponsorship dollars are 
raised in that time period, the Company shall have the right to 1) 
terminate this agreement or 2) extend this agreement on a month to 
month basis. In the event that the Adjusted Gross raised by Executive 
is less than $500,000.00 by the end of the sixth month from the 
commencement date, the Company shall have the right to either 1) 
terminate this Agreement or 2) extend this agreement on a month to 
month basis.

3.3     Options.  In the event Executive raises $1,000,000.00 in 
Adjusted Gross within twelve months of the commencement date, Executive 
shall be granted at the time that this amount in contract is reached 
and secured, the option to purchase five thousand (5,000) shares of 
common stock of the Company at 100% of the closing price as of the date 
of grant.  Such option shall have a vesting period of one year from the 
date of grant and is subject to the terms of the Options Plan of the 
Company.

3.4     Additional Compensation.  Executive shall be entitled 
to additional commission compensation for additional revenue generating 
items that are originated and completed by her. All additional 
compensation categories must first be cleared by the Company due to 
possible conflict of interests with other licensing arrangements and 
other agreements that may have been already established. Each 
compensation category shall have its own agreement with respect to its 
individual terms and guidelines. (Example:  foreign broadcast or a 
motion picture deal.)           

4.      TERMINATION OF EXECUTIVE'S EMPLOYMENT.

        4.1     Death In the event Executive's employment hereunder is 
terminated by reason of Executive's death, the Company shall pay to 
Executive's estate any amounts accrued hereunder to the date of death.

        4.2     Disability. If, as a result of Executive's incapacity due 
to physical or mental illness ("Disability") Executive shall have been 
absent from the full-time performance of her duties with the Company 
for a period of fifteen (15) days, within Three (3) days after written 
notice is provided to her by the Company, she shall not have returned 
to the full-time performance of her duties, Executive's employment 
under this Agreement may be terminated by the Company for Disability. 
During any period prior to such termination during which Executive is 
absent from the full-time performance of her duties with the Company 
due to Disability, the Company shall pay Executive any and all 
commissions due.

        4.3     Termination for Cause. The Company may immediately 
terminate Executive's employment under this Agreement for "Cause" in 
which case the Company shall have no further obligations hereunder, 
except for payment of amounts of commission prorated to the date of 
termination. "Cause" shall mean willful breach of this Agreement, 
habitual neglect to perform or inability to perform in allotted time 
Executive's duties hereunder, fraud, misappropriation, embezzlement, or 
other criminal conduct.

5.      Confidentiality. Executive shall not, except as may be required 
to perform his duties hereunder or as required by applicable law, 
disclose to others or use, whether directly or indirectly, any 
Confidential Information regarding the Company. "Confidential 
Information" shall mean information about the Company, its 
subsidiaries and affiliates and their respective clients and customers 
that was learned by Executive in the course of her employment by the 
Company, including (without limitation) any proprietary knowledge, 
trade secrets, financial information, client and customer lists and all 
papers, and records (including computer records) containing such 
Confidential Information. Executive acknowledges that such Confidential 
Information is specialized, unique in nature and of great value to the 
Company, and that such information gives the Company a competitive 
advantage. At the Company's request, upon termination of this 
Agreement, Executive agrees to return to the Company, any or all of 
such Confidential Information.

6.      NOTICES. All notices and other communications under this 
Agreement shall be in writing and shall be given by fax or first class 
mail, certified or registered with return receipt requested, and shall 
be deemed to have been duly given three (3) days after mailing (at the 
party's then current address), or twenty-four (24) hours after 
transmission of a fax (at the party's then current fax number).

7.      DISPUTE RESOLUTION: ATTORNEY'S FEES. The Company and Executive 
agree that any dispute arising as to the parties' rights and 
obligations hereunder, other than with respect to Section 5, shall be 
resolved by binding arbitration before a private judge to be determined 
by mutually agreeable means. Each party shall have the right in 
addition to any other relief granted by such arbitrator (or by any 
court with respect to relief granted with respect to Section 5), to 
attorney's fees based on a determination by the arbitrator (or, with 
respect to Section 5, the court) of the extent to which each party has 
prevailed as to the material issues raised in determination of the 
dispute.

8.      TERMINATION OF PRIOR AGREEMENTS. This Agreement terminates and 
supersedes any and all prior agreements and understandings between the 
parties with respect to Executive's involvement with the Company and 
compensation by the Company, particularly the agreement signed between 
the parties on September 30, 1997.

9.      GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the internal laws of the State of California.

10.     SEVERABILITY. In the event that a court of competent jurisdiction 
determines that any portion of this Agreement is in violation of any 
statue or public policy, only the portions of this Agreement that 
violate such statute or public policy shall be stricken. All portions 
of this Agreement that do not violate any statute or public policy 
shall continue in full force and effect. Further, any court order 
striking any portion of this Agreement shall modify the stricken terms 
as narrowly as possible to give as much effect as possible to the 
intentions of the parties under this Agreement.

11.     COUNTERPARTS. This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original but all 
of which together will constitute one and the same instrument.



IN WITNESS WHEREOF, the Company has caused this Agreement to be 
executed by its respective duly authorized officer, and the Executive 
has hereunto signed this Agreement as of the date first above written.



Company:                               Executive:
AMERICAN CHAMPION ENTERTAINMENT, INC.




By:     /s/ Anthony K. Chan                    By:     /s/ Kristen Simpson
   Anthony K. Chan, President and CEO                      Kristen Simpson

Date:   March 30, 1998                                  Date:   March 30, 1998

               AMENDMENT TO EMPLOYMENT AGREEMENT JULY 1, 1998


To:  Kristen Simpson
        818 Palm Avenue
        Redwood City  CA  94061

Dear Kristen:

This letter serves as an amendment to the Employment Agreement dated 
March 30, 1998.  The changes below are effective July 1, 1998.

The terms of the March 30, 1998 Employment Agreement are amended as 
follows:

2.  TERM OF AGREEMENT.  The commencement date of this Amendment to the 
original Employment Agreement shall be July 1, 1998, and shall continue 
for a period of two (2) years.

3.  COMPENSATION.       

3.1 Commission - 

YEAR ONE (July 1, 1998 to June 30, 1999): The Company shall pay a 
commission rate of 8% for the total adjusted gross sponsorship dollars 
if PBS Coverage is below 70%.  If PBS Coverage is 70% and above, the 
commission rate will be 5%.  The Company shall pay a commission rate of 
5% for the net International Distribution Fee received.

        YEAR TWO (July 1, 1999 to June 30, 2000): The Company shall pay a 
commission rate of 8% for the total adjusted gross sponsorship dollars 
raised if PBS Coverage is below 70%.  If PBS Coverage is 70% and above, 
the commission rate will be 5%.   The Company shall pay a commission 
rate of 5% for the net International Distribution Fee received.

If Executive ceases employment with the Company, any commission 
due Executive subsequent to the date of termination, generated from 
contracts during Executive's employment with the Company, will be 
reduced to 50% of the above commission schedule for the first six 
months after the termination date; and will be further reduced to 25% 
of the above commission schedule for the second six months after the 
termination date.  Commission ceases after twelve months from the 
termination date.


        3.2     deleted

        3.3     deleted

        3.4     deleted

        3.5     Basic Salary - The annual base salary shall be $93,900.00 
per year beginning
                July 1, 1998.

        3.6     Stock Options - Options to purchase an additional (X) 
shares of common stock
                of the Company exercisable at the end of each 12 month 
period beginning 
July 1, 1998 at $6.5625 per share, subject to compliance 
with applicable laws.

        Sponsorship Revenue 
        generated during each
        12 month period                 Value of (X)

        a)  up to $500,000                      10,000
        b)  $501,000 to $1,000,000              15,000
        c)  above $1,000,000                    20,000 



The above terms are strictly for the defined periods only.  Upon 
reaching June 30, 2000, terms of the original Employment Agreement and 
this amendment are to be renegotiated between the Company and Kristen 
Simpson.

The remaining terms and conditions as outlined in the original 
Employment Agreement continue to be in effect.

In Witness Whereof, the Company has caused this Agreement to be 
executed by its respective duly authorized officer, and the Executive 
has hereunto signed this Agreement as of the date first above written.

Company:
AMERICAN CHAMPION ENTERTAINMENT, INC.


By:     /s/ Anthony K. Chan             
      Anthony K. Chan, President & CEO

Accepted:


By:     /s/ Kristen Simpson                          Date:   July 1, 1998    
            Kristen Simpson

<PAGE>