CORPORATE OFFICER EMPLOYMENT AGREEMENT



     THIS  EMPLOYMENT  AGREEMENT  is made between MAGELLAN FILMED ENTERTAINMENT,
INC.  as  Employer  and  PATRICK  F.  CHARLES,  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 Nevada, hereinafter referred to as "Corporation" or "Employer" and PATRICK F.
CHARLES,  President  and Chief Executive Officer of the Corporation, hereinafter
referred  to  as  "Charles" or "Employee" The Corporation and Charles each agree
that  the  Corporation shall employ Charles as the President and Chief Executive
Officer  and Charles shall perform the responsibilities and duties of, and shall
have the full authority of the officer position of President and Chief Executive
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 CHARLES. Charles 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
         --------------------

Charles  shall devote as much time, in his judgment, as necessary to perform his
duties  and  responsibilities  described  in  Section  I(2)  of  this Agreement.
Charles  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.

                                      139
<PAGE>

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

1.)     BASIC  SALARY.  As  consideration  for  all  services  to be rendered by
        --------------
Charles  to  the  Corporation, Charles 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 Charles 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 Charles' Employment", Charles shall be entitled
to  a  bonus  through  the  Effective Date of Charles' 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 Charles' 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.
                                      140
<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  Charles,  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 Charles 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  Charles  as  an  employee.

(4.)     STOCK  AS  PAYMENT.  Charles  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 Charles
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 Charles.  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.  Charles 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.  Charles and the
Corporation  further  agree  that  any  salary and bonus payments due and unpaid

                                      141
<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.  Charles,  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 Charles and for Charles's dependents, if
any, on the terms and provisions provided in the medical and health care benefit
plan;  however, if for any reason Charles cannot qualify for the current medical
and  health  care  benefits or if the Corporation has no such plan, then Charles
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  Charles.

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

2.)     STOCK  OPTIONS.The  Corporation  hereby  grants  Charles  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. Charles shall be entitled to
        -------------------------------------------
membership  in  the Washington Athletic Club ("WAC") or other club comparable to
that  of  the  WAC 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 Charles and expenses such as business meetings etc.
relating  to  Charles's  performance  as  an  officer  of  the  Corporation.

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

                                      142
<PAGE>

to  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 Charles'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 Charles's surviving spouse a
death  benefit  payable  as the regular payday on the same month on the same day
established  in  Section IV.3.A in the full amount which would otherwise be paid
to  Charles  as  salary,  if  Charles  were  living,  for a period of six months
beginning  with  the  first  regular  payday  date  after  Charles's  death.

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

1.)     EXPENSE  REIMBURSEMENT,  GENERALLY.  Charles  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
Charles's  duties  and  responsibilities  on  behalf  of  Employer.

2.)     AUTOMOBILE  ALLOWANCE  PLUS EXPENSES. In addition, Charles 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 Charles's expenses exceed the allowance, subject to approval
by  the  Corporation's  Board  of  Directors.

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

1.)     If  Charles  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 President and Chief Executive Officer, pursuant to this
Agreement,  for  a period of thirty (30) days, then Charles shall 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 Charles'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.)     Charles'  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 PATRICK F. CHARLES was determined to
be  disabled  and  unable to perform the ordinary and usual duties of' President
and  CEO of Magellan Filmed Entertainment, beginning with [date] - and Charles'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 Charles'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  CHARLES'EMPLOYMENT.
          -----------------------------------

1.)     TERMINATION  BY  THE CORPORATION.  Charles's employment as President and
        ---------------------------------
Chief  Executive  Officer  may  be  terminated  by the Board of Directors of the
Corporation  with  or  without cause, after receipt by Charles 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
VIII.2,  stated  below are met. Such notice ("Notice") shall be sent pursuant to
Section  XII,  below. The termination of Charles's employment shall be effective
as  stated  in  Section  VIII.3,  below.

2.)     TERMS  AND  PROVISIONS OF TERMINATION OF CHARLES'S EMPLOYMENT.Regardless
        --------------------------------------------------------------
of  the  reasons  or  purpose  of  the  termination of Charles's Employment, the
Corporation  shall  not  and may not terminate Charles's employment as President
and  Chief Executive 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  PATRICK  F.  CHARLES  for cash at least thirty (30) days prior to the
proposed  termination  date  of Charles' 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.
Charles  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.

                                      143
<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 CHARLES'S EMPLOYMENT TERMINATION, The effective date
        -----------------------------------------------------
of  Charles's  employment termination pursuant to Section VIII of this Agreement
shall  be  the  latest  of  the  following  dates:

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

B.     The  Ninety-first  (91st)  day  after  receipt  by Charles 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 Charles'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 Charles 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  Charles  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, Charles shall immediately turn over to the Corporation all
of  the Corporation's property, including all items used by Charles in rendering
services  hereunder  or  otherwise, that may be in Charles's possession or under
his  control.

X.     CONFIDENTIALITY  AND  NON-DISCLOSURE  OF  INFORMATION.

1.)     DURING  EMPLOYMENT.Charles  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

                                      144
<PAGE>

activities  or  interests  of  this  Corporation  or  its  related corporations,
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,  EXCEPTsuch 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 President and Chief Executive
Officer.

2.)     SURRENDER  OF  ALL  CONFIDENTIAL  INFORMATION  ON  TERMINATION  OF
        ------------------------------------------------------------------
EMPLOYMENT.Charles  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 Charles' confidential legal
files  for  record  keeping  purposes  only.

3.)     FOLLOWING  TERMINATION  OF EMPLOYMENT. Charles 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. Charles and the
        --------------------------------------------------------
Corporation  recognize  and  acknowledge that in his employment as President and
Chief  Executive  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.  Charles  agrees,  as  part  of  the  consideration  for this
Employment  Agreement that Charles 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  Charles  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.

                                      145
<PAGE>

2.)     INJUNCTIVE  RELIEF FROM COMPETITION BY CHARLES.The parties agree that if
        -----------------------------------------------
Charles  were  to  violate  the  provisions  of Section XI(1), above, the use by
Charles  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 Charles
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 Charles 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

                                      146
<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.

                                      147
<PAGE>

XV.     ENTIRE  AGREEMENT.
        ------------------

This  Employment  Agreement states the entire agreement between the parties with
respect  to  the employment of Charles 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/Patrick F. Charles
                         ---------------------
                         Patrick  F.  Charles


THE  CORPORATION:

     Magellan  Filmed  Entertainment



                    By: S/Terrence K. Picken
                    ------------------------




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:


                                      148
<PAGE>
                                   EXHIBIT "A"
Outline  of  General Terms and Conditions to Employment Agreements of Executives

Patrick  F.  Charles:
---------------------

POSITIONS,  RESPONSIBILITY,  DUTIES  AND  AUTHORITY
---------------------------------------------------
President  and  Chief  Executive  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 fiscal 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  Washington  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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