CORPORATE OFFICER EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT  is made between MAGELLAN FILMED ENTERTAINMENT,
INC.  as  Employer  and  TERRENCE  K.  PICKEN,  as an officer of MAGELLAN FILMED
ENTERTAINMENT,  INC.,  effective  OCTOBER  1, 2000.  The terms and conditions of
this  Agreement  are  stated  below.

I.     EMPLOYMENT  PROVISION.
       ----------------------

1.)     EMPLOYMENT  POSITIONS;  RESPONSIBILITY,  DUTIES  AND  AUTHORITY.  This
        ----------------------------------------------------------------
Corporate Officer Employment Agreement is made and entered into between MAGELLAN
FILMED  ENTERTAINMENT, INC., a corporation organized under the laws of the State
of  Washington,  hereinafter  referred  to  as  "Corporation"  or "Employer" and
TERRENCE  K. PICKEN, Executive Vice-President and Chief Operating Officer of the
Corporation,  hereinafter  referred to as "Picken" or "Employee" The Corporation
and  Picken each agree that the Corporation shall employ Picken as the Executive
Vice  President  and  Chief  Operating  Officer  and  Picken  shall  perform the
responsibilities and duties of, and shall have the full authority of the officer
position  of  Executive  Vice-President  and  Chief  Operating  Officer  of  the
Corporation  for  the term stated in Section II of this Agreement, unless sooner
terminated  pursuant  to  the  provisions  of  Section  VIII  of this Agreement.

2.)     RESPONSIBILITIES, DUTIES AND AUTHORITY OF PICKEN. Picken shall have such
        -------------------------------------------------
responsibilities and duties and authority as determined from time to time by the
Board  of  Directors  of  the  Corporation, as provided in the corporate bylaws.

II     TERM  OF  THIS  AGREEMENT
       -------------------------

This  Agreement  shall have a term of three (3) years beginning October 1, 2000,
and  shall  end  September  30,  2003,  unless sooner terminated pursuant to the
provisions  of  Section  VIII  of  this  Agreement.

III     ALLOCATION  OF  TIME
        --------------------

Picken  shall devote as much time, in his judgement, as necessary to perform his
duties and responsibilities described in Section I(2) of this Agreement.  Picken
may  engage for his own account, or for the account of others, in other business
ventures  for  which  the  Corporation  shall  not  be entitled to any interest.

                                      125
<PAGE>

IV.     COMPENSATION.
        -------------

1.)     BASIC SALARY. As consideration for all services to be rendered by Picken
        -------------
to  the  Corporation,  Picken  shall  be paid the following listed annual salary
amounts  per  year  as  follows:

First  Year     --     10/01/00-    09/30/01     --     $120,000.00
Second  Year    --     10/01/01  -  09/30/02     --     $150,000.00
Third  Year     --     10/01/02  -  09/30/03     --     $180,000.00

2.)     REGULAR  ANNUAL BONUSES. Each year Picken shall be entitled to an annual
        ------------------------
bonus based on cash flow from operations of the Corporation and its subsidiaries
at  the  end  of  each fiscal year before deduction of corporate income taxes as
determined  by  Generally Accepted Accounting Principles ("GAAP") for the fiscal
years  ending  December  31,  2001, December 31, 2002 and December 31, 2003 even
though  the bonus due December 31, 2003 shall come three months after expiration
of  this  Agreement.  The  bonus  shall  be  calculated  as  follows:

                                  Bonus % Applicable
                     Pre-Tax Operating     To Each Layer or
                          Cash Flow     Portion Thereof
                          ---------     ---------------
                       First $250,000              5%
                       Next $250,000               4%
                       Next $250,000               3%
                       Next $250,000               2%
                       Amounts over $1 million     1%

In  the  event  this  Agreement is terminated as provided for in Section VIII of
this Agreement "Termination of Picken's Employment", Picken shall be entitled to
a bonus through the Effective Date of Picken's Employment Termination as defined
in  Section  VIII  (3)  of  this  Agreement.  Such  "Termination Bonus" shall be
calculated on the same basis as outlined in Section IV (2) of this Agreement and
shall  be  due  and  payable  on  the  Effective  Date  of  Picken's  Employment
Termination  as  set  forth  in  Section  VIII  (3)  of  this  Agreement.

3.)     PAYMENTS  OF  SALARY  AND  BONUSES.
        -----------------------------------

A.     SALARY. The annual salary provided for in Section IV (1) shall be due and
       -------
payable  in  monthly  installments  by  the Corporation at the beginning of each
month  on  the  first  business day of each month, which shall be established by
this  Agreement  as  the  regular  payday.

                                      126
<PAGE>
------
B.  BONUS. The annual bonus provided for in Section IV(2) shall be due and owing
    -----
as of  the  last  day of the Corporate fiscal year and shall be payable
within  forty-five  (45)  days  from  the last day of the corporate fiscal year.

C.     ACCRUALS  OF  UNPAID  SALARY  AND  BONUSES--WHEN  PAID.
       -------------------------------------------------------

(1.)     SALARIES.  In the event the Corporation's cash position is insufficient
         ---------
to pay salary and bonuses when due under this Agreement, any salary payments and
bonus  payments not paid by the Corporation when due shall accrue as a corporate
debt payable to Picken, and shall be paid as soon as possible by the Corporation
and  in  any  event, accrued salary shall be paid to the fullest extent possible
whenever  a  payroll  is  disbursed  to  other  employees  of  the  Corporation.

(2.)     BONUSES.  Any  bonus not paid when due shall accrue as a corporate debt
         --------
payable  to Picken and shall be paid to the fullest extent possible whenever any
bonus  is  disbursed  to  other  employees  of  the  Corporation.

(3.)     DEDUCTIONS  FROM  COMPENSATION.  Corporation  shall  have the right and
         ------------------------------
responsibility to deduct all federal, state and local government taxes and other
charges  as  are  now  in  effect,  if any, or which may hereafter be enacted or
required  by  applicable  government  laws  and regulations, if any, required as
deductions  from  compensation  of  Picken  as  an  employee.

(4.)     STOCK  AS  PAYMENT.  Picken  may  elect  in his absolute discretion, to
         -------------------
receive common shares of the Corporation in payment of salary amounts, in excess
of $10,000 each month and/or for any salary payments and bonus payments not paid
by the Corporation when due and accrued as a corporate debt payable to Picken as
described  in  Section IV (3) C (1) and (2) of this Agreement.  The value of any
shares issued by the Corporation under this provision of this Agreement shall be
based  on  the  closing  bid  price  of the common shares as reported on the OTC
Bulletin  Board  or  other  generally  recognized listing agency on the date the
Corporation  receives  notice  from Picken.  In the event the Corporation issues
restricted  shares  under  this  provision, such published per share trade price
shall  be  discounted  forty  percent  (40%).

(5.)     PAST  DUE  UNPAID SALARY AND BONUSES.  Picken and the Corporation agree
         ------------------------------------
to  negotiate  in good faith settlement of any accrued unpaid salary and bonuses
provided  for in Section IV (3) C (1) and (2) of this Agreement.  Picken and the
Corporation  further  agree  that  any  salary and bonus payments due and unpaid

                                      127
<PAGE>

which remain unpaid for a period of 120 days from the date such payment was due,
without  a  settlement  mutually  agreeable  to  the parties, shall constitute a
breach  of  this  Agreement.  Remedies  available in the event of Breach of this
Agreement  are  set  forth  in  Section  XIII  of  this  Agreement.

V     EMPLOYMENT  BENEFITS  IN  ADDITION  TO  COMPENSATION.
      -----------------------------------------------------

1.)     PARTICIPATION  IN  EXISTING  COMPANY  BENEFIT  PROGRAMS.
        --------------------------------------------------------

A.     MEDICAL AND HEALTH CARE BENEFIT PROGRAM. Picken, as an executive employee
       ----------------------------------------
shall  be  entitled  to  receive  and  shall receive all medical and health care
benefits provided by Employer to its executive employees. Such benefits shall be
paid  for by the Employer for Picken and for Picken's dependents, if any, on the
terms  and  provisions  provided  in  the  medical and health care benefit plan;
however,  if  for  any  reason Picken cannot qualify for the current medical and
health  care  benefits or if the Corporation has no such plan, then Picken shall
be  entitled  to  obtain medical and health care benefits coverage from whatever
source  is  available  and  the  Employer shall pay the premium charges for that
coverage  as  an  executive  employee  benefit  for  Picken.

B.     VACATION  AND  HOLIDAY BENEFITS.  Picken shall be entitled to have a paid
       -------------------------------
vacation  for  forty-five  (45)  days each calendar year; plus all paid holidays
observed  by  the  Employer.  Picken shall use reasonable care in scheduling the
vacation  time so as to not interfere unreasonably with Employer's business, and
Picken's  performance  of  his  responsibilities  and  duties.

2.)     STOCK  OPTIONS.The  Corporation  hereby  grants  Picken  the  option  to
        ---------------
purchase  up  to  1,000,000  common shares of the Corporation's capital stock at
$0.10  per  share  exercisable  at  any  time  and  expiring five years from the
effective  date  of this Agreement.  These options shall not be cancelled in the
event  this  Employment  Agreement  expires  or  is  otherwise terminated.  This
provision  shall survive the term of this Agreement.  The Corporation intends to
adopt  a Stock Incentive Plan.  Except as otherwise provided herein, these stock
options  shall  be  governed  by  the  terms  and  conditions  set  forth in the
Corporation's  Stock  Incentive  Plan.

3.)     MEMBERSHIP  IN  SOCIAL  AND  ATHLETIC  CLUB. Picken shall be entitled to
        --------------------------------------------
membership in the Bellevue Club or other club comparable to that of the Bellevue
Club  during  the term of this Agreement.  The Corporation shall pay all regular
dues.  Other  charges  to  the  account  shall  be  paid to the extent that such
charges  relate  to  athletic  and/or  exercise programs designed to maintain or
improve  the  well-being  of  Picken and expenses such as business meetings etc.
relating  to  Picken's  performance  as  an  officer  of  the  Corporation.

4.)     PARTICIPATION IN OTHER EMPLOYMENT BENEFITS.  Picken shall be entitled to
        -------------------------------------------

                                      128
<PAGE>

receive  all  other  benefits  and  conditions  of  employment  which may become
available  to  all  other  executives  of  the  corporation, including by way of
illustration,  but  not  limited to, any life insurance benefits, any disability
income  continuation  and  any profit sharing and any retirement income plans of
any  kind, whether qualified or non-qualified, whether pre-funded or not, if any
are  established  after  the  inception  date  of  this Agreement, and before it
expires  pursuant to Section II or sooner terminated pursuant to Section VIII of
this  Agreement

5.)     DEATH  BENEFIT.  In  the  event  of Picken's death at a time before this
        ---------------
Agreement  has expired under Section II, or sooner terminated under Section VIII
of  this  Agreement,  the  Corporation shall pay to Picken's surviving spouse or
estate  a  death  benefit payable as the regular payday on the same month on the
same  day established in Section IV3.A. in the full amount which would otherwise
be  paid  to Picken as salary, if Picken were living, for a period of six months
beginning  with  the  first  regular  payday  date  after  Picken's  death.

VI.     EXPENSE  REIMBURSEMENT  AND  AUTOMOBILE  EXPENSE  ALLOWANCE.
        ------------------------------------------------------------

1.)     EXPENSE  REIMBURSEMENT,  GENERALLY.  Picken  will  be  reimbursed  in
        -----------------------------------
accordance with the Employer's company policies for traveling, entertainment and
        -
any  other  expenses  reasonably  incurred  and  related  to  the performance of
Picken's  duties  and  responsibilities  on  behalf  of  Employer.

2.)     AUTOMOBILE  ALLOWANCE  PLUS  EXPENSES. In addition, Picken shall receive
        --------------------------------------
$750.00  per month for automobile expense allowance for use of his automobile in
business,  plus  additional reimbursement for insurance, servicing and operation
of his automobile in business. This allowance shall be reviewed each anniversary
date  of  this  Agreement  for adequacy and shall be increased for the following
year  by  the amount Picken's expenses exceed the allowance, subject to approval
by  the  Corporation's  Board  of  Directors.

VII.     DISABILITY  COMPENSATION.
         -------------------------

1.)     If Picken becomes disabled at any time, and for any number of times, due
to  any cause so that he is physically unable to perform his ordinary duties and
responsibilities  of  Executive  Vice-President  and  Chief  Operating  Officer,
pursuant  to this Agreement, for a period of thirty (30) days, then Picken shall

                                      129
<PAGE>

be  entitled  to  receive,  in  lieu  of  salary, an amount equal to his salary,
payable  at  the  same  time  and  in the same manner as Picken's salary is paid
provided however, that this benefit shall be limited to not more than a total of
twelve  months  during  the  term  of the Agreement, regardless of the number or
duration  of  each  disability.

2.)     Picken's  entitlement  to disability income pursuant to this Section VII
shall begin and end as determined by a certificate issued by a qualified M.D. or
D.O.  licensed  by  the  State  of  Washington  to  practice  in this state. The
certificate  shall  state in substance that TERRENCE K. PICKEN was determined to
be  disabled  and  unable to perform the ordinary and usual duties of' Executive
Vice-President  and  Chief  Operating  Officer of Magellan Filmed Entertainment,
beginning with [date] -and Picken's disability continues as of this [date]. Such
               --------                                             ------
a  certificate shall be submitted every three (3) months beginning with the date
of disability and continuing thereafter until Picken's disability ends and he is
able to return to work full time or his disability compensation benefit has been
fully  used,  whichever  occurs  first.

VIII     TERMINATION  OF  PICKEN'SEMPLOYMENT.
         -----------------------------------

1.)     TERMINATION  BY  THE  CORPORATION.  Picken's  employment  as  Executive
        ----------------------------------
Vice-President  and  Chief  Operating  Officer may be terminated by the Board of
Directors  of  the Corporation with or without cause, after receipt by Picken of
written  notice  received at least ninety (90) days in advance of the employment
termination  date  set  by  the  Board of Directors, PROVIDED THAT all terms and
provisions of Section VIII2., stated below are met. Such notice ("Notice") shall
be  sent  pursuant to Section XII, below. The termination of Picken's employment
shall  be  effective  as  stated  in  Section  VIII3.,  below.

2.)     TERMS AND PROVISIONS OF TERMINATION OF PICKEN'S EMPLOYMENT.Regardless of
        -----------------------------------------------------------
the  reasons  or  purpose  of  the  termination  of  Picken's  Employment,  the
Corporation  shall  not  and  may not terminate Picken's employment as Executive
Vice-President  and Chief Operating Officer unless and until the Corporation has
fully  arranged  for  and  commenced  performance  of  the  following:

A.     Offer  in  writing by the Corporation, approved by the Board of Directors
to  purchase  all  shares  of  stock of the Corporation directly or beneficially
owned  by  TERRENCE  K.  PICKEN  for cash at least thirty (30) days prior to the
proposed  termination  date  of Picken's employment, at the then existing market
price  based  on  the  average  published  closing  trade price for the five (5)
business days prior to the date of Notice referred to in Section VIII (1) above.
Picken  may  elect  in his absolute discretion to waive this provision, VIII 2.)
A.,  by  notifying  the  Corporation  in  writing.

B.     Payment,  in  cash, by the Corporation of all sums then due and owing, if
any,  as compensation, pursuant to Section IV, Compensation, and/or Section VII,
Disability  Compensation,  of  this  Employment  Agreement.

                                      130
<PAGE>
C.  Payment, in cash, by the Corporation of all sums then due and owing, if any,
pursuant  to  Section  VI,  Reimbursement,  of  the  Employment  Agreement.

D.     Payment,  in  cash,  by  the  Corporation  for buyout of Remainder of the
Employment Agreement at the rate of fifty percent (50%) of the regular salary in
effect  under  Section  IV,  above,  of  this  Agreement.

3.)     EFFECTIVE DATE OF PICKEN'S EMPLOYMENT TERMINATION, The effective date of
        --------------------------------------------------
Picken's employment termination pursuant to Section VIII of this Agreement shall
be  the  latest  of  the  following  dates:

A.     The  date  of Picken's employment termination provided for in the written
notice  of  his  employment  termination;

B.     The Ninety-first (91st) day after receipt by Picken of the written notice
of  his  employment  termination;

C.     The  date  of  fulfillment  of  all the terms and provisions of Part VIII
(2)., above, entitled Terms and Provisions of Termination of Picken's Employment
by  the  Corporation.

IX.     PROPERTY  RIGHTS
 .
1.)     INTELLECTUAL  PROPERTY  RIGHTS.  All rights, title and interest of every
        -------------------------------
kind  and  nature whatsoever, in and to any intellectual property, including any
inventions,  patents,  trademarks,  copyrights, films, scripts, ideas, creations
and  properties  invented,  created,  written, developed, furnished, produced or
disclosed  by  Picken in the course of rendering his services to the Corporation
under  this  Agreement  shall,  as between the parties hereto, be and remain the
sole and exclusive property of the Corporation for any and all purposes and uses
whatsoever,  and  Picken  shall  have no right, title or interest of any kind or
nature  therein  or  thereto,  or  in and to any results and proceeds therefrom.

2.)     RETURN  OF  ALL  OF THE CORPORATION'S PROPERTY. Upon termination of this
        -----------------------------------------------
Agreement,  regardless  of how termination may be effected or whenever requested
by the Corporation, Picken shall immediately turn over to the Corporation all of
the  Corporation's  property,  including  all  items used by Picken in rendering
services hereunder or otherwise, that may be in Picken's possession or under his
control.

X.     CONFIDENTIALITY  AND  NON-DISCLOSURE  OF  INFORMATION.

1.)     DURING  EMPLOYMENT.Picken  agrees  that  during  the  entire term of his
        -------------------
employment  as an executive officer by this Corporation, he will not disclose to
any  other  person,  partnership,  company  or  corporation  any  confidential
information  about this Corporation or its related corporations, or the business
activities  or  interests  of  this  Corporation  or  its  related corporations,

                                      131
<PAGE>

including,  but  not  limited  to,  the following which is agreed as between the
parties  to  be  confidential  information: customer data, customer lists, sales
figures, sales projections, estimates of any kind, sales proposals, price lists,
accounting  procedures,  any  and  all  accounting  records,  any technology and
applications  of  technology,  developed by the Corporation before or during his
employment, EXCEPT such disclosure as is for the benefit of or the furthering of
            ------
the  intent  of  the  Corporation,  or  is  expressly  disclosed  as part of the
                                    --
performance  of  his duties and responsibilities as Executive Vice-President and
Chief  Operating  Officer.

2.)     SURRENDER  OF  ALL  CONFIDENTIAL  INFORMATION  ON  TERMINATION  OF
        ------------------------------------------------------------------
EMPLOYMENT.Picken  agrees  at  the  time  his  employment  with  the Corporation
        ----
terminates, to turn over to the Corporation any and all confidential information
which  may  be  in  his possession, including any and all copies thereof, except
that one copy of such information may be retained in Picken's confidential legal
files  for  record  keeping  purposes  only.

3.)     FOLLOWING  TERMINATION  OF  EMPLOYMENT. Picken agrees that following the
        ---------------------------------------
termination  of  his  employment  with the Corporation, he will not disclose any
confidential  information,  as  described  in  Section  X.(1.)., above, which he
obtained  about  the  Corporation  at  any  time  or  for  any  purpose.

XI     NON-COMPETITION  AFTER  TERMINATION  OF  EMPLOYMENT.
       ----------------------------------------------------

1.)     NON-COMPETITION  PERIOD--DURATION  AND  GEOGRAPHIC SCOPE. Picken and the
        ---------------------------------------------------------
Corporation  recognize  and  acknowledge  that  in  his  employment as Executive
Vice-President  and Chief Operating Officer, he will become familiar with all of
the Corporation's products and all of the geographic areas throughout the United
States  and  Canada  in which the Corporation already has made marketing efforts
and  sales  of  products  and  services,  and he will become knowledgeable about
present and future marketing proposals and plans for those products and services
in  those geographic areas. Picken agrees, as part of the consideration for this
Employment  Agreement  that Picken will not engage directly or indirectly in the
business  of  manufacture or sale of any products or services which compete with
the products or services provided by the Corporation or its related corporations
for  a  period of two (2) years within the geographic limits of any state of the
United  States,  or  any  province  of Canada. The parties agree that the phrase
"engage  directly  or  indirectly  in the business of manufacture or sale of any
products  or  services  which  compete  with  the  products  or  services of the
Corporation  or  its  related  Corporations"  shall  include  any  situation  or
circumstance  in  which  Picken  shall  be  owner, partner, officer, director or
shareholder of a corporation, or agent or employee or consultant of any business
entity  engaged  or about to become engaged in competition with the Corporation.
 .
                                      132
<PAGE>
------
2.)     INJUNCTIVE  RELIEF  FROM COMPETITION BY PICKEN.The parties agree that if
------------------------------------------------
Picken were to violate the provisions of Section XI 1., above, the use by Picken
of the information he learned while employed by the Corporation could enable him
to  engage  in basically unfair competition with the Corporation and its related
corporations,  and that such competition in violation of Section XI (1.), above,
probably  would cause irreparable harm to the marketing and sales success of the
Corporation  and its related corporations. Therefore, if Picken violates Section
XI  1.,  above,  the  Corporation  shall  be  entitled  to  obtain  a  temporary
restraining  order without delay, and proceed to obtain a preliminary injunction
and  permanent  injunction  against  such  violations  by Picken and any person,
partnership, company or corporation through which or for which he acts, directly
or  indirectly  to  violate  Section  XI  (1.),  above.

XII.     NOTICES.
         --------

1.)     HOW SENT OR DELIVERED.Any notices sent by any party which is intended to
        ----------------------
give  written  notice  required  by  this  Employment Agreement shall be sent or
delivered  by  sender  to the intended recipient by one or more of the following
methods:

A.     By certified mail, return receipt requested, postage prepaid, to the last
known  address  of  the  intended  recipient;  or

B.     By  delivery  personally  to  the  intended  recipient.

2.)     EFFECTIVE  DATE  OF  NOTICE. If a written notice is sent or delivered by
        ----------------------------
either  of the above methods, then the effective date of the notice for purposes
of  considering  it to have been received by the intended recipient shall be the
earliest  of  the  following:

A.     If  by certified mail, return receipt requested, which is delivered, then
or  on  the  date the recipient, or anyone signing for the recipient, signed the
return  receipt;

B.     If  by  certified mail, return receipt requested, which is not delivered,
then  on  the  date  five  business  days  after  the  date the notice was sent;

C.     If  by  personal delivery to the intended recipient, then on the date the
written  notice  was  delivered  personally  to  the  recipient.

3.)     PROOF  OF  DELIVERY  OF  NOTICE.
        --------------------------------

A.     CERTIFIED  MAIL, RETURN RECEIPT REQUESTED. If the written notice was sent
       ------------------------------------------
by  certified  mail,  return receipt requested, proof of sending may be shown by
the  U.S.  Post  Office receipt for the certified mail, return receipt requested
and  proof  of delivery may be shown by the signed returned receipt and proof of

                                      133
<PAGE>

attempted  delivery sufficient for effective date of notice without delivery may
be  shown  by  the  returned  envelope  with  U.S. Post Office notations showing
attempted  delivery  dates  and  notices  to  the  intended  recipient.

B.     PERSONAL  DELIVERY. Personal delivery of a written notice may be shown by
       -------------------
a signature of the intended recipient on a copy of the notice, together with the
legend  on  the  copy  of  the notice which will read, "Received," with the date
received  noted  thereafter.  Personal  delivery  may  also  be shown by a sworn
statement  of  the  person who delivered the notice, stating that the notice was
delivered  to  the  recipient  or  representative  of  recipient  on the date of
delivery,  and  attaching  a  copy  of  the  notice, with reference in the sworn
statement  to  the  attached  copy  of  the  notice.

XIII     REMEDIES  AVAILABLE  IN  EVENT  OF  BREACH  OF  AGREEMENT;  VENUE.
         ------------------------------------------------------------------

In  the event that any party breaches this Employment Agreement, the other party
shall  have  the  right  to  pursue any remedies available to the party claiming
breach, including, but not limited to damages, injunctive relief and declaratory
judgment,  which may be available under the laws of the State of Washington. The
parties  agree  that  any  claims  shall  be brought in the appropriate court(s)
located  in  King  County,  Washington,  which may have jurisdiction pursuant to
Washington  Law.

XIV     APPLICABLE  LAW

This  Employment  Agreement  shall  be construed and interpreted and enforceable
pursuant  to  the  laws  of  the  State  of  Washington.


                                      134
<PAGE>
XV     ENTIRE  AGREEMENT.
       ------------------

                                      135
<PAGE>

This  Employment  Agreement states the entire agreement between the parties with
respect to the employment of Picken by the Corporation. This Agreement cannot be
modified  by  any  oral agreement or course of conduct by either or both parties
and  any attempt at such modification shall be null and void. This Agreement may
be  modified  only  by  a  written  document  signed  by  each  party.


     Effective  as  of  the  1st  day  of  October  2000.

EXECUTIVE  OFFICER:


                         S/Terrence K. Picken
                         ------------------------
                         Terrence  K. Picken


THE  CORPORATION:

     Magellan  Filmed  Entertainment



                    By: S/Patrick F. Charles
                    ------------------------


I  certify  that  I  know  or  have  satisfactory  evidence  that
is  the  person who appeared before me, and said person acknowledged that he/she
signed  this instrument and acknowledged it to be his/her free and voluntary act
for  the  uses  and  purposes  mentioned  in  instrument.

DATED:

                              S/Corinne J. Weber
                              -------------------------------------
                              Corinne  J.  Weber  -  Notary  Public
                              My  commission  expires:


                                      136
<PAGE>
                                   EXHIBIT "A"
Outline  of  General Terms and Conditions to Employment Agreements of Executives

Terrence  K.  Picken
--------------------

POSITIONS,  RESPONSIBILITY,  DUTIES  AND  AUTHORITY
---------------------------------------------------
Executive  Vice-President  and  Chief  Operating  Officer

TERM  OF  AGREEMENT
-------------------
Three  (3)  years  beginning  October  1,  2000.

OUTSIDE  ACTIVITIES
-------------------
Employee  may  engage  in any other non-competitive activities.  Time devoted to
employer  shall  be  "as  considered  necessary".

COMPENSATION
------------
1.     Base  Salary     -  First  Year          $120,000
                        -  Second  year         $150,000
                        -  Third  Year          $180,000

Payable  monthly  at  the beginning of the month.  Employee may elect to receive
stock  in payment of salary amounts in excess of $10,000 each month.  Restricted
stock  shall  be  discounted  up  to  40%  of trade price on the day the Company
receives  notice  from  employee.

2.     Regular  Annual  Bonuses
Annual  bonus  shall be based on pre-tax cash flow from operations as determined
by  Generally  Accepted  /  Accounting  Principles ("GAAP") for the years ending
12/31/2001,  12/31/02  and  12/31/03.

                                                 Bonus  For
                                     Amounts     Each  Layer
                                     -------     -----------
                              $1.00 - $250,000       5%
                           $250,001 - $500,000       4%
                           $500,001 - $750,000       3%
                           $750,001 - $1,000,000     2%
                           $1,000,001 and over       1%

Bonus  shall  be payable within 45 days following the Company's fiscal year end.

                                    Benefits
                                    --------
1.     Medical  and  health  care  program  or,  if none, a monthly cash premium
       --------------------------
payment  allowance.

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2.     Vacation  and  Holiday  Benefits
       --------------------------------
45  days  vacation
All  paid  holidays  observed  by  employer

3.     Other Employment Benefits which become available to the Executives of the
       -------------------------
Company

4.     Death  Benefits  up  to  six  months  salary  payable  to  the  estate.
       ---------------

Expense  Reimbursement,  Automobile  Allowance  and  Club  Dues
---------------------------------------------------------------
-     Out-of-pocket  expenses  reasonable  to  the  performance  of  duties
-     Automobile  allowance  of  $750  per month payable the first of each month
plus  incurred  operating  expenses
-     Club  dues,  membership  in  the  Bellevue  Athletic  Club

DISABILITY  COMPENSATION
------------------------
Up  to  six  months  salary  based  on  certificate  of a qualified M.D. or D.O.
licensed  by  the  State  of  Washington  to  practice  in  this  state.

STOCK  OPTIONS
--------------
Immediate  options  on  1,000,000  common  shares  based  on  $0.10  per  share
exercisable  within  5  years.

Options  will  not  be  cancelled  in  the  event  the  employment  agreement is
terminated  before  the option expiration date.  Other terms and conditions will
follow  the  Company's  Stock  Incentive  Plan  when such plan is adopted by the
company.



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