AGREEMENT OF EMPLOYMENT


     THIS  AGREEMENT  OF  EMPLOYMENT  ("Agreement")  is made and entered into in
duplicate this ___ day of August, 1999, by and between CLUBCHARLIE.COM,  INC., a
Nevada corporation ("Employer"), and GLENN CHILTON ("Employee").

                                    RECITALS

     (a) Employer is a corporation duly organized and validly existing  pursuant
to the laws of the State of Nevada.

     (b)  Employer is in the business of producing  and  marketing  children and
family  films  and   independent   motion   pictures   both   domestically   and
internationally.

     (c) Employer desires to employ  Employee,  and Employee desires to serve as
President  of  Employer  and to do and perform  any and all  services,  acts and
things specified hereinafter.

     NOW,  THEREFORE,  IN CONSIDERATION  OF THE MUTUAL  PROMISES,  COVENANTS AND
UNDERTAKINGS HEREIN CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,  WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

                                   ARTICLE I.
                               TERM OF EMPLOYMENT

     Section 1.1 Specified Term.  Employer hereby employs  Employee and Employee
hereby  accepts  employment  with  Employer  for a  period  of  five  (5)  years
commencing as of August __, 1999.

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     Section 1.2 Automatic  Renewal of Term. The term of this Agreement shall be
renewed  automatically for succeeding periods of one (1) year each unless either
party gives to the other party  notice,  at least  ninety (90) days prior to the
expiration of any such term, of the noticing party's  intention not to renew the
term of this  Agreement.  For  each  additional  successive  one (1)  year  term
provided for in this Section 1.2, the compensation  paid by Employer to Employee
shall be renegotiated for such term.

     Section 1.3 "Employment  Term" Defined.  As specified  herein,  the phrases
"term of employment,"  "employment term," and "term of this Agreement" refer to,
and shall mean,  be defined as and include,  any and all renewals of the term of
this Agreement.

                                   ARTICLE II.
                       DUTIES AND OBLIGATIONS OF EMPLOYEE

     Section 2.1  General  Duties.  Employee  shall  serve as the  President  of
CLUBCHARLIE.COM,  INC.,  a Nevada  corporation.  In  Employee's  capacity as the
President of Employer,  Employee  shall do and perform all  services,  acts,  or
things   necessary  or  appropriate  to  manage  and  conduct  the  business  of
supervising,  directing and  controlling the activities and affairs and officers
of Employer.  The duties to be performed by Employee  shall be  determined  from
time to time by the Board of Directors of Employer ("Board").

     Section 2.2 Matters Requiring Consent of Board. Employee,  without specific
approval of the Board, shall not do or contract to do any of the following:

     (1) Borrow on behalf of  Employer  during any one fiscal  year an amount in
     excess of One Thousand Dollars ($1,000.00);

     (2)  Permit  any  customer  or client of  Employer  to become  indebted  to
     Employer  in  an  amount  in  excess  of  One  Hundred   Thousand   Dollars
     ($100,000.00);


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     (3)  Purchase  capital  equipment  for  amounts  in excess  of the  amounts
     budgeted for expenditure by the Board;

     (4)  Terminate  the  services of any other  officer of Employer or hire any
     replacement of any officer of Employer who's services have been terminated;
     or

     (5) Obligate  Employer to the expenditure of more than Ten Thousand Dollars
     ($10,000.00).

     Section  2.3  Competitive  Activities.  During  the term of this  Agreement
Employee  shall not,  directly or indirectly,  either as an employee,  employer,
consultant, agent, principal, partner, stockholder, corporate officer, director,
or in any other individual or representative capacity,  engage or participate in
any business that is in competition in any manner  whatsoever  with the business
of Employer.

     Section 2.4 Uniqueness of Employee's  Services.  Employee hereby represents
and agrees that the services to be performed  pursuant to the provisions of this
Agreement are of a special,  unique,  unusual,  extraordinary,  and intellectual
character that gives those services a peculiar  value,  the loss of which cannot
be  reasonably  or  adequately  compensated  in  damages  in an  action  at law.
Employee,  therefore,  expressly agrees that Employer,  in addition to any other
rights or remedies  that  Employer may possess,  shall be entitled to injunctive
and other  equitable  relief to prevent or remedy a breach of this  Agreement by
Employee.

     Section 2.5  Indemnification  for Negligence or Misconduct.  Employee shall
save  Employer  harmless from and against and shall  indemnify  Employer for any
liability,  loss,  costs,  expenses or damages howsoever caused by reason of any
injury  (whether  to body,  property,  or  personal  or  business  character  or
reputation) sustained by any person or to any person or to property by reason of
any act,  neglect,  default or omission of Employee,  and Employee shall pay any
and all  amounts  to be paid or  discharged  in case of an  action  for any such
damages or injuries.  No provision of this section is intended to, nor shall any
provision of this section, relieve Employer from Employer's own act, omission or
negligence.


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<PAGE>


                                  ARTICLE III.
                             OBLIGATIONS OF EMPLOYER

     Section 3.1 General  Description.  Employer shall provide Employee with the
compensation, incentives and benefits specified elsewhere in this Agreement.

     Section  3.2  Office  and  Staff.  Employer  shall  provide  Employee  with
equipment,  supplies,  facilities and services,  suitable to Employee's position
and adequate for the performance of Employee's  duties created by the provisions
of this Agreement.

     Section 3.3 Reimbursement of Business  Expenses.  Employee is authorized to
incur  reasonable  business  expenses  for  promoting  the business of Employer,
including expenditures for entertainment,  gifts, and travel. This reimbursement
shall  include  gasoline  used by Employee for business  travel.  Employer  will
reimburse  Employee  from time to time for all such business  expenses  provided
that Employee presents to Employer's  Comptroller the account book and documents
when and as required by this section.

     (a) Employee shall maintain an account book in which Employee shall record,
at or near the time each expenditure is made, the amount of the expenditure, the
time,  place,  and  designation of the type of the  entertainment  and travel or
other expense,  or the date and description of the gift, the business reason for
the expenditure and the nature of the business benefit derived or expected to be
derived as a result of the expenditure,  and the names, occupations,  addresses,
and other  information,  sufficient  to establish the business  relationship  to
Employer, concerning each person who was entertained or given a gift.

     (b) Employee  shall also obtain and retain  documentary  evidence  (such as
receipts or paid bills),  which state  sufficient  information  to establish the
amount,  date, place, and the essential  character of the expenditure,  for each
expenditure  of $25 or more  (except for  transportation  charges if not readily
available) and for lodging while traveling away from home.


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<PAGE>



     (c) The foregoing account book and documentary  evidence shall be delivered
to Employer  whenever  requested by Employer and thereafter shall be retained by
Employer.

     Section 3.4 Repayment by Employee of Disallowed  Business Expenses.  In the
event that any expenses paid for Employee or any  reimbursement of expenses paid
to  Employee  shall,  on audit or other  examination  of  Employer's  income tax
returns,  be determined not to be allowable  deductions  from  Employer's  gross
income,  and in the further event that any such  determination  is acceded to by
the Employer or made final by the appropriate  federal or state taxing authority
or a final judgment of a court of competent jurisdiction, and no appeal is taken
from the  judgment  or the  applicable  period for  filing  notice of appeal has
expired, Employee shall repay to Employer the amount of the disallowed expenses.

     Section 3.5  Indemnification  for Negligence or Misconduct.  Employer shall
save  Employee  harmless from and against and shall  indemnify  Employee for any
liability,  loss,  costs,  expenses or damages howsoever caused by reason of any
injury  (whether  to body,  property,  or  personal  or  business  character  or
reputation) sustained by any person or to any person or to property by reason of
any act,  neglect,  default or omission of Employer,  and Employer shall pay any
and all  amounts  to be paid or  discharged  in case of an  action  for any such
damages or injuries.  No provision of this section is intended to, nor shall any
provision  of this  section,  relieve  Employee  from that  Employee's  own act,
omission or negligence.

                                   ARTICLE IV.
                            COMPENSATION OF EMPLOYEE

     Section 4.1 Annual Salary.  As compensation for the services to be rendered
by  Employee  pursuant  to  provisions  of this  Agreement,  Employer  shall pay
Employee an annual  salary in the amount of One Hundred and Fifty  Thousand U.S.
Dollars (U.S.$150,000), payable in equal bi-monthly installments of Six Thousand
Two Hundred and Fifty Dollars  ($6,250).  The  compensation  paid by Employer to
Employee  will be reviewed and adjusted each year of this contract as negotiated
and agree to by both  parties  based on the  performance  of the company and the
employee, market conditions and the


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changing roles and  responsibilities  of the employee.  Each  successive one (1)
year  term  provided  for in  Section  1.2  of  this  Agreement  shall  also  be
renegotiated for such term.

     Section  4.2 Tax  Withholding.  Employer  shall have the right to deduct or
withhold  from the  compensation  due and  payable to  Employee  pursuant to the
provisions of this Agreement any and all amounts required for federal income and
Social  Security  taxes and all state or local taxes now applicable or which may
be enacted and may become applicable in the future.


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<PAGE>


                                   ARTICLE V.
                                EMPLOYEE BENEFITS

     Section 5.1 Annual Vacation.

     (a) During the  employment  term,  Employee  shall be entitled to an annual
vacation  leave of thirty (30) days each year without loss of  compensation.  In
the event that  Employee  is unable  for any reason to take the total  amount of
vacation time authorized herein during any year, he may accrue that time and add
it to vacation time for any following year.

     (b) In lieu of vacation  leave,  Employee may elect to receive  payment for
all or any part of the vacation  leave to which  Employee is entitled,  in which
case the  vacation  leave  shall be  valued at the  amount  of salary  earned by
Employee  during an  equivalent  period of time  during the fiscal year in which
such vacation leave accrued.

     Section 5.2  Automobile.  During the  employment  term,  Employee  shall be
entitled to the use of an automobile,  to be leased by Employer.  Employer shall
not be  required  to spend  more  than Six  Hundred  Dollars  ($600.00)  a month
pursuant to such lease.  Except as otherwise  specified in this  Agreement,  all
ordinary and routine expenses incurred in connection with the lease and business
use of such  automobile  shall  be paid by  Employer.  The  automobile  shall be
selected by Employee,  with the  concurrence  of Employer.  Employee  shall take
proper care of such automobile,  and shall be responsible for all damage to same
resulting  from any misuse or neglect.  Employer shall also, at its own expense,
provide  comprehensive  insurance  coverage  for  such  automobile,   specifying
Employee as a named insured.

     Section 5.3 Paid  Holidays.  Employee  shall be entitled to a holiday  with
full pay on each New Year's Day,  President's  Day,  Memorial Day,  Independence
Day,  Labor Day,  Veteran's Day,  Thanksgiving  Day and Christmas Day during the
term of this Agreement.

     Section 5.4 Illness. During the employment term, Employee shall be entitled
to ten (10) days per year as sick leave with full pay.  Sick leave  shall not be
accumulated.

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<PAGE>


     Section 5.5 Health Care Benefits.  Employer  shall include  Employee in the
hospital, surgical, and medical benefit plan adopted and maintained by Employer.

     Section 5.6 Other  Benefits.  Employee  shall receive all other benefits of
employment available generally to other employees of the Employer.

                                   ARTICLE VI.
                         PROPERTY RIGHTS OF THE PARTIES

     Section 6.1 Confidentiality of Trade Secret Data.

     (a) Employee agrees that all  information  communicated to him with respect
to the work conducted by or for Employer,  whether or not that  information  was
directly or intentionally  communicated,  is confidential.  Employee also agrees
that all information,  conclusions,  recommendations,  reports, advice, or other
documents  generated by Employee  pursuant to this  Agreement  is  confidential.
Employee further  acknowledges  and agrees that all confidential  data described
herein is and constitutes trade secret information that belongs wholly to and is
the exclusive property of Employer.

     (b)   Employee   promises  and  agrees  that  he  shall  not  disclose  any
confidential  information to any other person unless specifically  authorized in
writing by Employer to do so. If Employer gives Employee  written  authorization
to make any  disclosure,  Employee shall do so only within the limits and to the
extent of that authorization.

     (c) Employee shall use his best efforts to prevent  inadvertent  disclosure
of any  confidential  information  to any third party by using the same care and
discretion that he uses with similar data he designates as confidential.

     (d) Employee  acknowledges  and agrees that all information  concerning the
work  conducted by Employer and any future and proposed  products of Employer is
and  constitutes  an  exceptionally  valuable  trade  secret of  Employer.  That
information includes,


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<PAGE>



among other matters,  the facts that any particular  work or project is planned,
under  consideration,  or in  production,  as  well as any  descriptions  of any
existing, pending, or proposed work.

     Section 6.2 Use and Disclosure of Confidential Data. Employee shall not use
any  confidential  information or circulate it to any other person,  except when
specifically authorized in advance by Employer.

     Section 6.3 Copies of Confidential Information. Employee agrees that copies
of  confidential  information  may  not be  made  without  the  express  written
permission  of Employer  and that all such copies  shall be returned to Employer
along with the originals.

     Section 6.4 Ownership of Customer Records.

     (a) All records of the accounts of customers  and  debtors,  disks,  files,
ledgers,  tapes and other  storage  devices  and any and all  records  and books
relating in any manner whatsoever to the customers of Employer,  including,  but
not limited to, credit reports or memorandum,  reports of  transactions  made to
Employer,  and  demographic or economic data  discovered by Employee  during the
term of this Agreement,  whether  prepared by Employee or otherwise  coming into
Employee's possession, shall be the exclusive property of Employer regardless of
who actually  purchased the original book,  record,  tape, disk or other storage
device.

     (b)  All  such  books,  records,   disks,  and  storage  devices  shall  be
immediately  returned  to  Employer  by  Employee  on  any  termination  of  the
employment term.

     (c) If Employee produces any record,  book, ledger,  tape, disk, or similar
storage device to be used for record keeping,  Employee shall immediately notify
Employer, who shall then immediately reimburse Employee.

     Section 6.5 Soliciting Customers After Termination of Employment.

     (a)  Employee  acknowledges  and  agrees  that the names and  addresses  of
Employer's


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<PAGE>



customers and debtors  constitute trade secrets of Employer and that the sale or
unauthorized  use or disclosure  of any  Employer's  trade  secrets  obtained by
Employee during his employment with Employer constitutes unfair competition.

     (b) For a period of two (2) years immediately  following the termination of
his  employment  with Employer,  Employee shall not directly or indirectly  make
known to any person the names or addresses  of any of the  customers of Employer
or any other  information  pertaining to those  customers,  or call on, solicit,
take away, or attempt to call on, solicit,  or take away any of the customers of
Employer on whom  Employee  called on or with whom  Employee  became  acquainted
during his employment with Employer, either for himself or for any other person.

     Section 6.6 Unfair Competition.  Employee  acknowledges and agrees that the
sale or  unauthorized  use or  disclosure  of any of  Employer's  trade  secrets
obtained  by  Employee  during  the  course of his  employment  pursuant  to the
provisions  of  this  Agreement,  including  information  concerning  Employer's
current or any future and proposed work, services,  or products,  the facts that
any such work, services,  or products are planned,  under  consideration,  or in
production, as well as any descriptions thereof, constitute unfair competition.

     Section  6.7 No Unfair  Competition.  Employee  promises  and agrees not to
engage in any unfair  competition  with Employer at any time,  whether during or
following the completion of his employment with Employer.

                                  ARTICLE VII.
                            TERMINATION OF EMPLOYMENT

     Section 7.1 Termination for Cause.

     (a) Employer  reserves the right to  terminate  this  Agreement if Employee
willfully  breaches or  habitually  neglects  the duties which he is required to
perform  pursuant to the provisions of this  Agreement;  or commits such acts of
dishonesty,  fraud,  misrepresentation or other acts of moral turpitude as would
prevent the effective performance of his duties.


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     (b) Employer,  at its option,  may terminate this Agreement for the reasons
stated in this  section by giving  written  notice of  termination  to  Employee
without  prejudice to any other remedy to which Employer may be entitled  either
at law, in equity, or pursuant to the provisions of this Agreement.

     (c) The notice of  termination  required by this section  shall specify the
ground for the  termination  and shall be  supported  by a statement of relevant
facts.

     (d)  Termination  pursuant to this section shall be considered  "for cause"
for the purposes of this agreement.

     Section 7.2 Termination Without Cause.

     (a) This Agreement shall be terminated upon the death of Employee.

     (b) Employer  reserves the right to terminate  this Agreement not less than
three (3) months after Employee  suffers any physical or mental  disability that
would prevent the  performance  of his duties  pursuant to the  provisions  this
Agreement.  Such a  termination  shall be effected  by giving  thirty (30) days'
written notice of termination to Employee or to a duly appointed  representative
of Employee.

     (c)  Employer  may  terminate  this  Agreement  upon  the   destruction  of
Employer's  premises  by  fire  or  otherwise,  or upon  the  discontinuance  of
Employer's business due to any cause whatsoever.

     (d) Termination  under this section shall not be considered "for cause" for
the purposes of this Agreement.

     Section 7.3 Effect of Merger, Transfer of Assets, or Dissolution.

     (a) This Agreement  shall not be terminated by any voluntary or involuntary
dissolution of Employer resulting from either a merger or consolidation in which
Employer is not the consolidated or surviving corporation,  or a transfer of all
or substantially all of the assets of Employer.


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     (b) In the event of any such merger or consolidation or transfer of assets,
Employer's rights,  benefits,  and obligations  hereunder may be assigned to the
surviving or resulting corporation or the transferee of Employer's assets.

     Section 7.4 Payment Upon Termination. Notwithstanding any provision of this
Agreement,  if Employer  terminates  this Agreement  without cause, it shall pay
Employee an amount equal to the net present value of the remaining obligation of
the current  contract  with a minimum of twelve  (12) months  salary at the then
current rate of compensation.

     Section 7.5 Termination by Employee. Employee may terminate his obligations
pursuant to this  Agreement by giving  Employer at least sixty (60) days written
notice in advance.

     Section 7.6 Duty of Employee  Upon  Termination.  Upon the  termination  of
employment for any reason  whatsoever,  Employee  shall deliver to Employer,  at
Employee's  place of business,  any  automobile  or other  equipment or supplies
furnished to Employee by Employer.


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<PAGE>



                                  ARTICLE VIII.
                               GENERAL PROVISIONS

     Section 8.1  Recovery  of  Litigation  Costs.  In the event any party shall
institute any action or proceeding to enforce any provision of this Agreement to
seek relief from any  violation of this  Agreement,  or to otherwise  obtain any
judgment  or order  relating  to or  arising  from the  subject  matter  of this
Agreement,  each prevailing  party shall be entitled to receive from each losing
party such  prevailing  party's  actual  attorneys'  fees and costs  incurred to
prosecute or defend such action or  proceeding,  including,  but not limited to,
actual  attorneys' fees and costs incurred  preparatory to such  prosecution and
defense.  Moreover,  while a court  of  competent  jurisdiction  may  assist  in
determining  whether or not the fees actually  incurred are reasonable under the
circumstances then existing,  that court is not to be governed by any judicially
or  legislatively  established  fee  schedule,  and said  fees and  costs are to
include  those as may be  incurred  on appeal of any issue and all of which fees
and costs shall be included as part of any judgment,  by cost bill or otherwise,
and where applicable,  any appellate decision rendered in or arising out of such
action  or  proceeding.  For  purposes  of  this  Agreement,  in any  action  or
proceeding  instituted by a party,  the prevailing  party shall be that party in
any such action or proceeding (i) in whose favor a judgment is entered,  or (ii)
prior to trial, hearing or judgment any other party shall pay all or any portion
of amounts  claimed by the party  seeking  payment,  or such other  party  shall
eliminate the condition,  cease the act, or otherwise cure the act of commission
or omission claimed by the party initiating such action or proceeding.

     Section 8.2  Governmental  Rules and  Regulations.  The  provisions of this
Agreement  are  subject  to any and all  present  and future  orders,  rules and
regulations  of  any  duly  constituted  authority  having  jurisdiction  of the
relationship and transactions contemplated by the provisions of this Agreement.

     Section 8.3 Notices. All notices, requests, demands or other communications
pursuant  to this  Agreement  shall  be in  writing  or by  telex  or  facsimile
transmission  and shall be  deemed  to have  been duly  given (i) on the date of
service if delivered in person or by telex or facsimile  transmission  (with the
telex or facsimile confirmation of


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transmission  receipt  acting as  confirmation  of service when sent and provide
telexed or  telecopied  notices are also  mailed by first  class,  certified  or
registered mail, postage prepaid);  or (ii) seventy-two (72) hours after mailing
by first class,  registered or certified  mail,  postage  prepaid,  and properly
addressed as follows:


         If to Employee:           GLENN CHILTON
                                   36 Edmund Avenue, Second Floor
                                   Toronto, Ontario
                                   M4V 1H3

         If to Employer:           CLUBCHARLIE.COM, INC.
                                   1104 - 10717 Wilshire Boulevard
                                   Los Angeles, California 90024
                                   Phone: (310) 779 - 8232
                                   Telecopier: (310) 471 - 8203

         With a copy to:           STEPP & BEAUCHAMP LLP
                                   1301 Dove Street, Suite 460
                                   Newport Beach, California 92660
                                   949.660.9700
                                   Telecopier: 949.660.9010

or at such other address as the party affected may designate in a written notice
to such other party in compliance with this section.

     Section  8.4  Entire  Agreement.   This  Agreement  is  the  final  written
expression  and the complete  and  exclusive  statement  of all the  agreements,
conditions,  promises,  representations,  warranties  and covenants  between the
parties with respect to the subject matter of this Agreement, and this Agreement
supersedes   all   prior   or    contemporaneous    agreements,    negotiations,
representations,  warranties,  covenants,  understandings and discussions by and
between and among the parties, their respective  representatives,  and any other
person with respect to the subject matter specified in this Agreement. This


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Agreement may be amended only by an instrument in writing which expressly refers
to this Agreement and  specifically  states that such  instrument is intended to
amend this  Agreement and is signed by each of the parties.  Each of the parties
represents,  warrants and covenants  that in executing  this Agreement that such
party has (i) relied solely on the terms, conditions and provisions specified in
this  Agreement  and  (ii)  placed  no  reliance  whatsoever  on any  statement,
representation,  warranty,  covenant or promise of any other party, or any other
person,  not specified  expressly in this Agreement,  or upon the failure of any
party or any  other  person  to make any  statement,  representation,  warranty,
covenant or disclosure of any nature whatsoever.  The parties have included this
section to  preclude  (i) any claim that any party was in any manner  whatsoever
induced fraudulently to enter into, execute and deliver this Agreement, and (ii)
the introduction of parol evidence to vary, interpret,  supplement or contradict
the terms, conditions and provisions of this Agreement.

     Section 8.5 Severability.  In the event any part of this Agreement, for any
reason,  is declared to be invalid,  such decision shall not affect the validity
of any remaining portion of this Agreement, which remaining portion shall remain
in complete  force and effect as if this  Agreement  had been  executed with the
invalid  portion of this  Agreement  eliminated,  and it is hereby  declared the
intention of the parties  that the parties  would have  executed  the  remaining
portion of this  Agreement  without  including  any such part,  parts or portion
which, for any reason, hereafter may be declared invalid.

     Section 8.6 Captions and  Interpretation.  Captions of the sections of this
Agreement are for  convenience  and reference  only, and the words  contained in
those captions shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this Agreement. The
language in all parts to this  Agreement,  in all cases,  shall be  construed in
accordance  with the fair  meaning of that  language was prepared by all parties
and not strictly for or against any party.

     Section  8.7 Further  Assurances.  Each party shall take any and all action
necessary,  appropriate  or  advisable  to execute and  discharge  such  party's
responsibilities and obligations created by the provisions of this Agreement and
to further  effectuate  and carry out the intents and purposes of this Agreement
and the relationship contemplated by the provisions of this Agreement.



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<PAGE>


     Section 8.8 Number and Gender. Whenever the singular number is used in this
Agreement,  and when required by the context, the same shall include the plural,
and vice versa;  the masculine  gender shall include the feminine and the neuter
genders, and vice versa; and the word "person" shall include corporation,  firm,
trust, joint venture,  trust,  estate,  municipality,  governmental agency, sole
proprietorship,  political subdivision,  fraternal order, club, league, society,
organization,  joint stock  company,  association  partnership  or other form of
entity.

     Section 8.9 Execution in Counterparts.  This Agreement shall be prepared in
multiple  copies and forwarded to each of the parties for execution.  All of the
signatures  of the parties  may be affixed to one copy or to separate  copies of
this  Agreement  and when all such  copies are  received,  and signed by all the
parties,  those copies shall  constitute  one  agreement  which is not otherwise
separable  or  divisible.  Counsel  for  Employer  shall keep all of such signed
copies and shall conform one copy to show all of those  signatures and the dates
thereof  and shall  mail a copy of such  conformed  copy to each of the  parties
within  thirty  (30) days after the  receipt by such  counsel of the last signed
copy,  and shall  cause  one such  conformed  copy to be filed in the  principal
office of such counsel.

     Section 8.10  Successors  and Assigns.  This  Agreement  shall inure to the
benefit of and obligate the undersigned parties and their respective  successors
and assigns. Whenever, in this Agreement, a reference to any party is made, such
reference  shall be deemed to include a reference to the  successors and assigns
of such party. The provisions of this section  notwithstanding,  no provision of
this section shall be construed or interpreted as a consent to the assignment or
delegation by any party of such party's respective rights and obligation created
by the provisions of this Agreement.

     Section 8.11  Reservation  of Rights.  The failure of any party at any time
hereafter  to  require  strict  performance  by the  other  party  of any of the
warranties,   representations,   covenants,  terms,  conditions  and  provisions
specified  in this  Agreement  shall not waive,  affect or diminish any right of
such party failing to require strict performance to demand strict compliance and
performance therewith and with respect to any other provisions,


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<PAGE>



warranties,  terms and conditions specified in this Agreement, and any waiver of
any  default  shall not waive or affect  any  other  default,  whether  prior or
subsequent  thereto,  and whether the same or of a different  type.  None of the
representations,   warranties,   covenants,  conditions,  provisions  and  terms
specified  in this  Agreement  shall be deemed to have been waived by any act or
knowledge of either party or such party's agents, officers or employees, and any
such  waiver  shall be made  only by an  instrument  in  writing,  signed by the
waiving party and directed to the non-waiving party specifying such waiver. Each
party  reserves such party's  rights to insist upon strict  compliance  with the
provisions of this Agreement at all times.

     Section  8.12  No  Breach  of  Existing   Agreements.   Each  party  hereby
represents,  warrants and covenants,  upon the execution of this Agreement, such
party is not a party to any oral or written  agreement  which may be breached by
such party's execution of this Agreement.

     Section  8.13  Concurrent  Remedies.  No right or remedy  specified in this
Agreement  conferred  on or reserved to the  parties is  exclusive  of any other
right or remedy  specified  in this  Agreement  or by law or equity  provided or
permitted;  but each such  right  and  remedy  shall be  cumulative  of,  and in
addition to, every other right and remedy  specified in this Agreement or now or
hereafter  existing at law or in equity or by statute or  otherwise,  and may be
enforced  concurrently  therewith or from time to time. The  termination of this
Agreement  for any reason  whatsoever  shall not  prejudice  any right or remedy
which  either  party may  have,  either at law,  in  equity or  pursuant  to the
provisions of this Agreement.

     Section 8.14 Time.  Time is of the essence of this  Agreement  and each and
all of the provisions of this Agreement.

     Section  8.15 Choice of Law and  Consent to  Jurisdiction.  This  Agreement
shall be deemed to have been entered into in the County of Los Angeles, State of
California,  and  all  questions  concerning  the  validity,  interpretation  or
performance of any of the terms,  conditions and provisions of this Agreement or
of any of the rights or  obligations  of the parties,  shall be governed by, and
resolved in accordance with, the laws of the State of


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California. Any and all actions or proceedings,  at law or in equity, to enforce
or interpret the  provisions of this Agreement may be litigated in courts having
situs  within the County of Los  Angeles,  State of  California,  and each party
hereby consents to the jurisdiction of any local, state or federal court located
within the County of Los Angeles,  State of California  and consents any service
of process in such action or  proceeding  may be made by personal  service  upon
such  party  wherever  such  party  may be  then  located,  or by  certified  or
registered mail directed to such party at such party's last known address.

     Section 8.16  Assignability.  Neither party shall sell,  assign,  transfer,
convey or encumber this  Agreement or any right or interest in this Agreement or
pursuant  to this  Agreement,  or suffer or permit  any such  sale,  assignment,
transfer or  encumbrance  to occur by operation of law without the prior written
consent of the other party.  In the event of any sale,  assignment,  transfer or
encumbrance   consented  to  by  such  other  party,   the  transferee  or  such
transferee's legal  representative  shall agree with such other party in writing
to assume  personally,  perform and be obligated by the covenants,  obligations,
terms, conditions and provisions specified in this Agreement.

     Section 8.17 Force Majeure.

     (a) If any  party is  rendered  unable,  completely  or  partially,  by the
occurrence of an event of "force majeure"  (hereinafter defined) to perform such
party's obligations created by the provisions of this Agreement,  other than the
obligation to make  payments of money,  such party shall give to the other party
prompt written notice of the event of "force majeure" with  reasonably  complete
particulars  concerning  such event;  thereupon,  the  obligations  of the party
giving such  notice,  so far as those  obligations  are affected by the event of
"force majeure," shall be suspended during,  but no longer than, the continuance
of the event of "force  majeure."  The party  affected  by such  event of "force
majeure" shall use all reasonable diligence to resolve,  eliminate and terminate
the event of "force majeure" as quickly as practicable.

     (b) The  requirement an event of "force majeure" shall be remedied with all
reasonable dispatch as hereinabove  specified,  shall not require the settlement
of strikes, lockouts or other labor difficulties by the party involved, contrary
to such party's wishes,


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<PAGE>



and the resolution of any and all such  difficulties  shall be handled  entirely
within the discretion of the party concerned.

     (c) The term "force  majeure"  as used herein  shall be defined as and mean
any act of God,  strike,  lockout or other  industrial  disturbance,  act of the
public enemy,  war,  blockage,  public riot,  lightening,  fire,  storm,  flood,
explosion,  governmental  action,  governmental  delay,  restraint  or inaction,
unavailability or equipment,  and any other cause or event,  whether of the kind
enumerated specifically herein, or otherwise, which is not reasonably within the
control of the party claiming such suspension.

     Section 8.18 Consent to Agreement. By executing this Agreement, each party,
for itself represents such party has read or caused to be read this Agreement in
all   particulars,   and  consents  to  the  rights,   conditions,   duties  and
responsibilities  imposed upon such party as specified in this  Agreement.  Each
party  represents,  warrants and covenants that such party executes and delivers
this Agreement of its own free will and with no threat, undue influence, menace,
coercion  or  duress,  whether  economic  or  physical.   Moreover,  each  party
represents,  warrants,  and covenants  that such party  executes this  Agreement
acting on such party's own independent judgment.


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<PAGE>


     IN WITNESS  WHEREOF the parties have executed this  Agreement of Employment
in duplicate  and in multiple  counterparts,  each of which shall have the force
and  effect  of an  original,  on the date  specified  in the  preamble  of this
Agreement.


"EMPLOYER"                                                    "EMPLOYEE"

CLUBCHARLIE.COM, INC.,
a Nevada corporation



By:  /s/ [ILLEGIBLE]                                   /s/ GLENN CHILTON
     ------------------------                          ------------------------
                                                       GLENN CHILTON
Its:     Director


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