EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  (this "Agreement") is made effective as of the
27th  day  of  September,  2001  (the  "Effective  Date") by and between MARK A.
JOSIPOVICH,  an  individual  ("Employee"),  and  BLUEBOOK INTERNATIONAL, INC., a
Nevada  corporation  (the  "Corporation"),  with  reference  to  the  following
recitals:

     A.     The  Corporation  was  formed  on  December  5,  2000.

     B.     Employee  has  acted  as  the following officers of the Corporation:
Chief Executive Officer, President, Secretary and Treasurer, since the inception
of  the  Corporation  pursuant  to  an  oral  agreement between Employee and the
Corporation.

     C.     Employee  and  the Corporation are parties to that certain Agreement
and  Plan  of  Merger,  dated as of September 24, 2001 (the "Merger Agreement"),
pursuant  to  which  Employee  has  agreed to continue to serve as the following
officers  of  the Corporation: Chief Executive Officer, President, Secretary and
Treasurer,  and the Corporation has agreed to continue to hire Employee as such,
pursuant  to  the  terms  and  conditions  of  this  Agreement.

     NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements  set  forth herein, the Merger Agreement, and other good and valuable
consideration,  the  receipt  and  sufficiency of which are hereby acknowledged,
Employee  and  the  Corporation  hereby  agree  as  follows:

     1.     Employment.  The  Corporation hereby affirms, renews and extends the
            ----------
employment  of Employee as the Corporation's Chief Executive Officer, President,
Secretary  and  Treasurer,  and Employee hereby affirms, renews and accepts such
employment  by  the Corporation, for the "Term" (as defined in Section 3 below),
upon  the  terms  and  conditions  set  forth  herein.

     2.     Duties.  During  the  Term, the Employee shall serve the Corporation
            ------
faithfully,  diligently  and  to the best of his ability, under the direction of
the  Board  of  Directors  of  the  Corporation.  The Employee shall render such
services  during  the  Term at the Corporation's principal place of business, as
the  Corporation  may  from  time  to  time reasonably require of him, and shall
devote all of his business time to the performance thereof.  Employee shall have
those  duties and powers as generally pertain to each of the offices of which he
holds,  as  the  case  may be, subject to the control of the Board of Directors.
The  precise  services  and  duties  which  the Employee is obligated to perform
hereunder  may  from  time to time be changed, amended, extended or curtailed by
the  Board  of  Directors  of  the  Corporation.

     3.     Term.  The  "Term" of this Agreement shall commence on the Effective
            ----
Date  and continue thereafter for a term of two (2) years, as may be extended or
earlier  terminated pursuant to the terms and conditions of this Agreement.  The
Term  of  this  Agreement  shall automatically renew for successive one (1) year
periods  unless,  within  sixty (60) days of the expiration of the then existing


<PAGE>
Term,  the  Corporation  or  Employee provides written notice to the other party
that  it  elects  not  to  renew  the  Term.  Upon delivery of such notice, this
Agreement  shall continue until expiration of the Term, whereupon this Agreement
shall  terminate  and neither party shall have any further obligation thereafter
arising  under  this  Agreement,  except  as  explicitly set forth herein to the
contrary.

     4.     Compensation.
            ------------

          4.1     Salary.  The  Corporation  shall  pay  to  Employee  an annual
                  ------
salary  of  One  Hundred Eighty Thousand Dollars ($180,000.00), payable in equal
installments  at  the  end  of  such  regular  payroll accounting periods as are
established  by  the  Corporation,  or in such other installments upon which the
parties  hereto  shall  mutually  agree.

          4.2     Benefits.  During  the  Term,  Employee  shall  be entitled to
                  --------
participate in all medical and other employee benefit plans, including vacation,
sick  leave,  retirement  accounts,  profit  sharing,  stock option plans, stock
appreciation rights, and other employee benefits, provided by the Corporation to
employees  similarly  situated.

          4.3     Expense  Reimbursement.  The  Corporation  shall  reimburse
                  ----------------------
Employee  for reasonable and necessary expenses incurred by him on behalf of the
Corporation in the performance of his duties hereunder during the Term, provided
that  such  expenses  are  adequately  documented  in  accordance  with  the
Corporation's  then  customary  policies.

     5.     Other  Employment.  Employee  shall  devote substantially all of his
            -----------------
business  and  professional  time and effort, attention, knowledge, and skill to
the  management,  supervision  and  direction  of the Corporation's business and
affairs  as  Employee's highest professional priority.  The Corporation shall be
entitled  to all benefits, profits or other issues arising from or incidental to
all work, services and advice performed or provided by Employee.  Employee shall
not,  during  the  term  hereof,  be  interested  directly or indirectly, in any
manner,  as partner, officer, director, stockholder, advisor, employee or in any
other  capacity  in  any  other business; provided, however, that nothing herein
contained  shall  prevent  or  limit  the right of Employee to invest any of his
surplus  funds  in  the  capital  stock  or other securities of any corporation,
company or limited partnership whose products or activities are unrelated to the
Corporation's  primary business or any substantially similar product or process,
or  whose  stock or securities are publicly owned or are regularly traded on any
public  exchange;  nor  shall  anything  herein  contained prevent Employee from
investing  or limit Employee's right to invest his surplus funds in real estate;
nor shall anything herein contained prevent Employee from serving in a volunteer
capacity  as  officer,  director, or advisor for professional organizations with
which  he  is  affiliated.

     6.     Indemnification.
            ---------------

          6.1     Third  Party  Actions.  The  Corporation  hereby  indemnifies
                  ---------------------
Employee  in  the  event that Employee is a party, or is threatened to be made a


                                        2
<PAGE>
party,  to  any  proceeding  (other than an proceeding by or in the right of the
Corporation  to  procure  a  judgment  in  the Corporation's favor) by reason of
Employee's status as an officer, director, agent or employee of the Corporation,
against  expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with such proceeding if Employee acted in good
faith  and  in  a  manner  that  Employee  reasonably  believed  to  be  in  the
Corporation's best interests and, in the case of a criminal proceeding, Employee
had  no  reasonable  cause  to  believe  Employee's  conduct  was unlawful.  The
termination  of  any  proceeding  by judgment, order, settlement, conviction, or
upon  a  plea  of nolo contendere or its equivalent shall not, of itself, create
any presumption that (a) Employee did not act in good faith or in a manner which
Employee  reasonably  believed  to be in the Corporation's best interests or (b)
Employee  had  no  reasonable  cause  to  believe  that  Employee's  conduct was
unlawful.

          6.2     Actions  By  the  Corporation.  The  Corporation  hereby
                  -----------------------------
indemnifies  Employee  in  the  event  that  Employee  was  or is a party, or is
threatened  to  be made a party, to any threatened, pending, or completed action
by or in the right of the Corporation to procure a judgment in the Corporation's
favor  by reason of Employee's status as an officer, director, agent or employee
of  the  Corporation,  against  expenses  actually  and  reasonably  incurred by
Employee  in  connection  with  the  defense  or  settlement  of that action, if
Employee acted in good faith and in a manner Employee believed to be in the best
interests  of  the  Corporation  and  the  Corporation's  shareholders.  No
indemnification  shall be made under this Section 6.2 with respect to any claim,
issue,  or  matter  on  which  Employee  has  been  adjudged to be liable to the
Corporation in the performance of Employee's duty to the Corporation and/ or the
Corporation's  shareholders,  unless  and  only  to the extent that the court in
which  such proceeding is or was pending shall determine on application that, in
view  of  all  the  circumstances of the case, Employee is fairly and reasonably
entitled  to  indemnity  for expenses and then only to the extent that the court
shall  determine.

          6.3     Successful  Defense  By Employee.  To the extent that Employee
                  --------------------------------
has  been  successful  on the merits in defense of any proceeding referred to in
Sections  6.1  or 6.2, or in defense of any claim, issue, or matter therein, the
Corporation  shall  indemnify  Employee against expenses actually and reasonably
incurred  by  Employee  in  connection  therewith.

          6.4     Required  Approval.  Except for the indemnifications expressly
                  ------------------
authorized  by Sections 6.1, 6.2 and 6.3, any indemnification of Employee by the
Corporation  shall  be  made  only  if  authorized in the specific case, after a
determination that indemnification of Employee is proper in the circumstances by
one  of  the  following:

               6.4.1     A majority vote of a quorum consisting of directors who
are  not  parties  to  such  proceeding;

               6.4.2     Independent  legal  counsel in a written  opinion if a
quorum  of  directors who are not parties to such a proceeding is not available;


                                        3
<PAGE>
               6.4.3     Either  (a)  the affirmative vote of a majority of
shares in the Corporation entitled to vote represented at a duly held meeting at
which  a  quorum is present; or (b) the written consent of holders of a majority
of  the  outstanding shares entitled to vote; provided however that for purposes
of  this  Section  6.4.3,  the  shares owned by Employee shall not be considered
outstanding  or  entitled  to  vote  thereon);  or

               6.4.4     The  court  in  which the proceeding is or was pending,
on application made by the Corporation, Employee or any attorney or other person
rendering  services  in  connection  with  the  defense,  whether  or  not  such
application  is  opposed  by  the  Corporation.

          6.5     Advances.  Expenses incurred in defending any proceeding shall
                  --------
be  advanced  by the Corporation before the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of Employee to repay such amounts
if  it  shall  be  determined  ultimately  that  Employee  is not entitled to be
indemnified  as  authorized  in  this  Section  7.

          6.6     Other  Contractual  Rights.  The  indemnification  provided by
                  --------------------------
this  Section  6  shall  be  deemed  cumulative, and not exclusive, of any other
rights  to  which  Employee  may be entitled under any bylaw, agreement, vote of
shareholders  or  disinterested directors, or otherwise, both as to action in an
official  capacity  and  as  to  action  in  another capacity while holding such
office.  Nothing  in  this  section shall affect any right to indemnification to
which  Employee  may  be  entitled  by  contract  or  otherwise.

          6.7     Limitations.  No  indemnification  or  advance  shall  be made
                  -----------
under  this  Section  6,  except  as provided in Sections 6.4.3 or 6.4.4, in any
circumstance  if  it appears that it would be inconsistent with (a) an agreement
in  effect at the time of the accrual of the alleged cause of action asserted in
the proceeding in which expenses were incurred or other amounts were paid, which
prohibits  or  otherwise  limits indemnification; or (b) any condition expressly
imposed  by  a  court  in  approving  settlement.

          6.8     Insurance.  To the extent available at commercially reasonable
                  ---------
rates  and  limits,  the  Corporation  shall  purchase and maintain insurance on
behalf  of  Employee insuring against any liability asserted against or incurred
by  Employee  in  that  capacity  or  arising  out of Employee's status as such,
whether  or not the Corporation has the power to indemnify Employee against that
liability  under  the  provisions  of  this  Section  6.

          6.9     Survival.  The rights provided by this Section 6 shall survive
                  --------
the  expiration  or  earlier  termination  of this Agreement pursuant hereto and
shall  inure  to  the benefit of Employee' heirs, executors, and administrators.

          6.10     Amendment.  Any  amendment,  repeal,  or  modification of the
                   ---------
Corporation's  articles or bylaws shall not adversely affect Employee's right or
protection  existing  at  the  time  of such amendment, repeal, or modification.


                                        4
<PAGE>
          6.11     Settlements.  The  Corporation  shall  not  be  liable  to
                   -----------
indemnify  Employee  under this Section 6 for (i) any amounts paid in settlement
of any action or claim effected without the Corporation's written consent, which
consent  shall  not be unreasonably withheld, or (ii) any judicial award, if the
Corporation was not given a reasonable and timely opportunity to participate, at
the  Corporation's  expense,  in  the  defense  of  such  action.

          6.12     Subrogation.  In  the  event of payment under this Section 6,
                   -----------
the  Corporation  shall  be  subrogated  to  the  extent  of such payment to all
Employee's  rights  of  recovery; and Employee shall execute all papers required
and  shall  do  everything  necessary  or  appropriate  to  secure  such rights,
including  the  execution  of  any  documents  necessary  or  appropriate to the
Corporation  effectively  bringing  suit  to  enforce  such  rights.

          6.13     No  Duplication  Of  Payments.  The  Corporation shall not be
                   -----------------------------
liable  under  this  Section  6 to make any payment in connection with any claim
made  against  Employee  to  the extent Employee has otherwise actually received
payment,  whether under a policy of insurance, agreement, vote, or otherwise, of
any  amount  which is otherwise subject to indemnification under this Section 6.

          6.14     Proceedings And Expenses. For the purposes of this Section 6,
                   ------------------------
"proceeding"  means  any threatened, pending, or completed action or proceeding,
whether  civil,  criminal,  administrative,  or  investigative;  and  "expenses"
includes,  without  limitation, attorney fees and any expenses of establishing a
right  to  indemnification  under  this  Section  6.

     7.     Confidential  Information/  Inventions.
            --------------------------------------

          7.1     Employee  shall  not,  in  any manner, for any reasons, either
directly  or  indirectly,  divulge  or  communicate  to  any  person,  firm  or
corporation,  any  confidential information concerning any matters not generally
known  in  the property and casualty insurance industry or otherwise made public
by  the  Corporation  which  affects  or  relates to the Corporation's business,
finances,  marketing  and/  or  operations,  research,  development, inventions,
products, designs, plans, procedures, or other data (collectively, "Confidential
Information")  except  in  the  ordinary  course  of  business or as required by
applicable  law.  Without regard to whether any item of Confidential Information
is deemed or considered confidential, material, or important, the parties hereto
stipulate  that  as between them, to the extent such item is not generally known
in the property casualty insurance industries, such item is important, material,
and  confidential  and  affects  the  successful  conduct  of  the Corporation's
business  and  good  will,  and that any breach of the terms of this Section 7.1
shall  be  a  material  and  incurable  breach  of  this  Agreement.

          7.2     Employee  further  agrees  that  all  documents  and materials
furnished  to  Employee  by  the  Corporation  and relating to the Corporation's
business  or prospective business are and shall remain the exclusive property of


                                        5
<PAGE>
the  Corporation  as the case may be.  Employee shall deliver all such documents
and  materials  to  the  Corporation  upon demand therefor and in any event upon
expiration  or  earlier  termination of this Agreement.  Any payment of sums due
and  owing  to  Employee  by  the  Corporation  upon  such expiration or earlier
termination  shall  be  conditioned  upon  returning  all  such  documents  and
materials,  and  Employee  expressly  authorizes the Corporation to withhold any
payments  due  and  owing  pending  return  of  such  documents  and  materials.

          7.3     All  ideas, inventions, and other developments or improvements
conceived  or  reduced to practice by Employee, alone or with others, during the
term of this Agreement, whether or not during working hours, that are within the
scope of the business of the Corporation or that relate to or result from any of
the  Corporation's  work or projects or the services provided by Employee to the
Corporation  pursuant  to this Agreement, shall be the exclusive property of the
Corporation.  Employee  agrees to assist the Corporation during the term, at the
Corporation's  expense,  to  obtain  patents  and  copyrights on any such ideas,
inventions,  writings,  and  other  developments,  and  agrees  to  execute  all
documents  necessary  to  obtain  such patents and copyrights in the name of the
Corporation.

     8.     Covenant Not to Compete.  Except as expressly permitted in Section 5
            -----------------------
above,  during  the  term of this Agreement, Employee shall not engage in any of
the following competitive activities: (a) engaging directly or indirectly in any
business  or  activity substantially similar to any business or activity engaged
in  (or  proposed to be engaged in) by the Corporation; (b) engaging directly or
indirectly  in  any  business  or  activity competitive with the any business or
activity  engaged  in  (or  proposed  to  be engaged in) by the Corporation; (c)
soliciting  or  taking  away  any  employee,  agent, representative, contractor,
supplier,  vendor,  customer, franchisee, lender or investor of the Corporation,
or  attempting  to so solicit or take away; (d) interfering with any contractual
or  other  relationship  between  the  Corporation  and  any  employee,  agent,
representative,  contractor,  supplier,  vendor, customer, franchisee, lender or
investor;  or  (e) using, for the benefit of any person or entity other than the
Corporation,  any  Confidential  Information  of the Corporation.  The foregoing
covenant  prohibiting  competitive  activities  shall survive the termination of
this  Agreement and shall extend, and shall remain enforceable against Employee,
for  the period of one (1) year following the date this Agreement is terminated.
In  addition,  during  the  two-year period following such expiration or earlier
termination,  Employee  shall  not  make  or  permit  the making of any negative
statement  of  any  kind  concerning  the  Corporation.

     9.     Survival.  Employee  agrees  that the provisions of Sections 7 and 8
            --------
shall  survive  expiration  or  earlier  termination  of  this Agreement for any
reasons,  whether  voluntary  or  involuntary,  with or without cause, and shall
remain  in  full  force  and  effect  thereafter.

     10.     Injunctive  Relief.  Employee  acknowledges  and  agrees  that  the
             ------------------
covenants and obligations of Employee set forth in Sections 7 and 8 with respect
to  non-competition,  non-solicitation,  confidentiality  and  the Corporation's
property  relate  to  special,  unique  and  extraordinary  matters  and  that a
violation  of  any of the terms of such covenants and obligations will cause the
Corporation  irreparable injury for which adequate remedies are not available at


                                        6
<PAGE>
law.  Therefore,  Employee  agrees  that the Corporation shall be entitled to an
injunction,  restraining  order  or  such  other  equitable  relief (without the
requirement  to  post  bond)  as  a  court  of  competent  jurisdiction may deem
necessary  or  appropriate to restrain Employee from committing any violation of
the  covenants and obligations referred to in this Section 10.  These injunctive
remedies  are  cumulative  and  in addition to any other rights and remedies the
Corporation  may  have  at  law  or  in  equity.

     11.     Termination
             -----------

          11.1     Termination  by  Employee.  Employee  may  terminate  this
                   -------------------------
Agreement  without  cause  at  any time and for any reason upon thirty (30) days
notice  to  the  Corporation.  Employee may immediately terminate this Agreement
for  cause  at  any  time by written notice to the Corporation.  For purposes of
this  Agreement,  the  term  "cause"  for termination by Employee shall be (a) a
material  breach  by  the  Corporation  of  any  material covenant or obligation
hereunder;  or  (b) the voluntary or involuntary dissolution of the Corporation.
The  written notice given hereunder by Employee to the Corporation shall specify
in  reasonable  detail  the cause for termination, and, in the case of the cause
described  in  (a)  above,  such termination notice shall not be effective until
thirty  (30)  days  after the Corporation's receipt of such notice, during which
time  the  Corporation  shall have the right to respond to Employee's notice and
cure  the  breach  or  other  event  giving  rise  to  the  termination.

          11.2     Termination  by  the  Corporation.  The  Corporation  may
                   ---------------------------------
terminate  its  employment of Employee under this Agreement without cause at any
time  and  for  any  reason  upon  thirty  (30)  days  notice  to Employee.  The
Corporation  may  terminate  its employment of Employee under this Agreement for
cause  at  any  time  by  written  notice  to  Employee.  For  purposes  of this
Agreement,  the  term  "cause" for termination by the Corporation shall be (a) a
conviction  of or plea of guilty or nolo contendere by Employee to a felony; (b)
the  consistent  refusal  by  Employee  to  perform  his  material  duties  and
obligations  hereunder;  or (c) Employee's willful and intentional misconduct in
the  performance  of  his  material  duties and obligations.  The written notice
given  hereunder  by  the  Corporation  to  Employee shall specify in reasonable
detail  the  cause  for termination.  In the case of a termination for the cause
described  in (a) above, such termination shall be effective upon receipt of the
written  notice.  In the case of the causes described in (b) and (c) above, such
termination  notice  shall  not  be  effective  until  thirty  (30)  days  after
Employee's  receipt  of  such  notice, during which time Employee shall have the
right  to respond to the Corporation's notice and cure the breach or other event
giving  rise  to  the  termination.

          11.3     Severance.  Upon  a  termination  of  this  Agreement without
                   ---------
cause  by  Employee  or  with  cause  by  the Corporation, the Corporation shall
immediately  pay  to Employee all accrued and unpaid compensation as of the date
of  such  termination.  Upon  a  termination  of  this  Agreement  with cause by
Employee  or without cause by the Corporation, the Corporation shall immediately
pay  to  Employee  all  accrued  and  unpaid compensation as of the date of such
termination  and  the  "Severance Payment."  The "Severance Payment" shall equal
the  total  amount  of  salary  payable  to  Employee  under Section 4.1 of this


                                        7
<PAGE>
Agreement  from  the  date of such termination until the end of the term of this
Agreement (prorated for any partial month), but in no event less than one year's
salary  payable  under  Section  4.1  hereof.  The  accrued compensation due and
payable  at  termination together with any Severance Payment due hereunder shall
bear  interest at the lesser of eight percent (8%) per annum or the maximum rate
permitted  by  law  until  such  amounts  are  paid  in  full.

     12.     Termination  Upon  Death.  If Employee dies during the term of this
             ------------------------
Agreement,  this  Agreement  shall  terminate,  except  that  Employee's  legal
representatives  shall be entitled to receive any earned but unpaid compensation
due  hereunder.

     13.     Termination  Upon  Disability.  If,  during  the  term  of  this
             -----------------------------
Agreement,  Employee  suffers  and  continues  to suffer from a "Disability" (as
defined  below), then the Corporation may terminate this Agreement by delivering
to  Employee  sixty (60) calendar days prior written notice of termination based
on such Disability, setting forth with specificity the nature of such Disability
and  the  determination  of  Disability by the Corporation.  For the purposes of
this  Agreement,  "Disability"  means  Employee's  inability,  with  reasonable
accommodation,  to  substantially  perform  Employee's  duties,  services  and
obligations  under  this  Agreement  due  to physical or mental illness or other
disability  for a continuous, uninterrupted period of ninety (90) calendar days.

     14.     Personnel  Policies, Conditions, And Benefits.  Except as otherwise
             ---------------------------------------------
provided  herein,  Employee's  employment  shall  be  subject  to  the personnel
policies  and benefit plans which apply generally to the Corporation's employees
as  the  same may be interpreted, adopted, revised or deleted from time to time,
during  the  term  of this Agreement, by the Corporation in its sole discretion.
During  the  term  hereof,  Employee  shall  receive  the  following:

          14.1     Term Life Insurance.  In addition to Employee's participation
                   -------------------
in  any  life  insurance  plan  or  plans  available  to  all  employees  of the
Corporation,  the Corporation shall provide Employee with term life insurance in
the amount of One Million Dollars ($1,000,000.00) if available at standard rates
or,  in  the  alternative,  term  life  insurance  in  such lesser amount as the
standard,  unrated  premium  for  coverage  of  $1,000,000.00  will  purchase.

          14.2     Vacation.  Employee shall be entitled to vacation during each
                   --------
year  of  the  term  at  the  rate  of five (5) weeks per year; provided that no
vacation  shall  accrue  from  year  to  year  during  the  term.

     15.     Beneficiaries  of  Agreement.  This  Agreement  shall  inure to the
             ----------------------------
benefit  of  the  Corporation  and  any  affiliates, successors, assigns, parent
corporations,  subsidiaries, and/or purchasers of the Corporation as they now or
shall  exist  while  this  Agreement  is  in  effect.

     16.     No  Waiver.  No  failure by either party to declare a default based
             ----------
on  any  breach  by  the other party of any obligation under this Agreement, nor
failure of such party to act quickly with regard thereto, shall be considered to


                                        8
<PAGE>
be  a  waiver  of  any  such  obligation,  or  of  any  future  breach.

     17.     Modification.  No  waiver  or  modification of this Agreement or of
             ------------
any covenant, condition, or limitation herein contained shall be valid unless in
writing  and  duly  executed  by  the  parties  to  be  charged  therewith.

     18.     Choice  Of  Law/Jurisdiction.  This  Agreement shall be governed by
             ----------------------------
and  construed  in  accordance with the laws of the State of California, without
regard  to  any  conflict-of-laws  principles.  The  Company and Employee hereby
consent  to  personal  jurisdiction  before  all courts in the County of Orange,
State  of  California,  and  hereby  acknowledge  and  agree that Orange County,
California  is  and shall be the most proper forum to bring a complaint before a
court  of  law.

     19.     Entire  Agreement.  This  Agreement  embodies  the  whole agreement
             -----------------
between  the  parties  hereto  and  there  are  no inducements, promises, terms,
conditions,  or  obligations made or entered into by the Corporation or Employee
other  than  contained  herein.

     20.     Severability.  All  agreements  and  covenants contained herein are
             ------------
severable,  and  in the event any of them, with the exception of those contained
in  Sections 1 and 4 hereof, shall be held to be invalid by any competent court,
this  Agreement  shall be interpreted as if such invalid agreements or covenants
were  not  contained  herein.

     21.     Headings.  The headings contained herein are for the convenience of
             --------
reference  and  are  not  to  be  used  in  interpreting  this  Agreement.


                       [signatures begin on the next page]


                                        9
<PAGE>

     IN  WITNESS  WHEREOF,  this Agreement has been duly executed by the parties
hereto  as  of  the  date  first  above  written.

the  "CORPORATION"

BLUEBOOK  INTERNATIONAL,  INC.,  a  Nevada  corporation


By:
   ----------------------------------------------------
     Mark  A.  Josipovich,  President


By:
   ----------------------------------------------------
     Daniel  T.  Josipovich,  Chief  Operating  Officer


"EMPLOYEE"


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MARK  A.  JOSIPOVICH,  an  individual


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