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                             EMPLOYMENT AGREEMENT

Agreement made this 01st day of August, 1999 between Advanced Materials
Group, Inc., a Nevada corporation (the "Company") and James Douglas Graven,
Huntington Beach, California ("Employee").

                                 WITNESSETH:

WHEREAS, the parties acknowledge that Employee has abilities and expertise
that are unique and valuable to the Company; and

WHEREAS, in view of such abilities and expertise, the Company desires to
retain Employee as Vice President/Chief Financial Officer; and

WHEREAS, the Company and Employee have determined that such engagement of
Employee be subject to a mutually acceptable written agreement;

NOW THEREFORE, in consideration of the mutual agreements contained herein and
intending to be legally bound, the parties hereto agree as follows:

1.  SERVICES

    (a)  The Company hereby employs Employee and Employee hereby accepts such
         employment on the terms and conditions set forth herein.  In this
         regard, Employee shall perform and discharge well and faithfully the
         duties and responsibilities that are commensurate with his position.
    (b)  Employee is not and shall not be engaged directly or indirectly in
         any other business activity, or previously have contracted to
         perform such activity at a future date which would prevent the
         performance of the obligations hereunder or involve activities which
         would result in a breach of any provision of the Agreement.

2.  TERM

    (a)  The term of this Agreement shall begin on the date hereof and shall
         cease and terminate upon the earliest of (i) the close of business on
         the 1st day of August 2000, (ii) the death of Employee; (iii)
         termination by the Company, at its option, for "cause" as defined in
         subdivision (b) of this Section 2; or (iv) termination by mutual
         agreement between the parties.
    (b)  As used in this Section, "cause" shall mean and be limited to gross
         negligence or willful misconduct of Employee in the performance of
         his duties, or conviction of a felony or a crime involving moral
         turpitude.
    (c)  In the event of a permanent disability, the contract will remain in
         effect until the start of long-term disability insurance coverage
         (3 months).


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3.  COMPENSATION

    (a)  The Company shall pay to Employee a base salary of $110,000 per
         year, payable in weekly installments.
    (b)  During the term of his employment, Employee shall be entitled to
         participate in employee benefit plans or programs of the Company, if
         any, to the extent his position, tenure, salary, age, health and
         other qualifications makes him eligible to participate, subject to
         the rules and regulations applicable thereto, which plans or programs
         will include, without limitation, health insurance benefits,
         performance-based options, an appropriate automobile allowance, and
         bonus programs, consistent with the reasonable past practices of the
         Company.
    (c)  The Company reserves the right to increase the compensation of the
         Employee, specified in this instrument, at any time or times
         hereafter and no such increase or adjustment shall operate as a
         cancellation of this Agreement, but merely as an amendment to Section
         3, and all the other terms, provision, and conditions of this
         Agreement shall continue in force and effect as herein provided.
    (d)  The Company will review this contract for consideration of a one (1)
         year extension when contract is 60 days from expiration.

4.  EXPENSES

         The Company will reimburse Employee for direct out-of-pocket expenses
         properly incurred by him in his performance of this Agreement and
         provided that a written accounting is made to the Company by
         Employee.

5.  CONFIDENTIALITY AND NON-COMPETITION

    (a)  Employee acknowledges that as a consequence of his relationship with
         the Company, he has been and will continue to be given access to
         confidential information which may include the following types
         information: financial statements and related financial information
         with respect to the Company, trade secrets, computer programs,
         certain methods of operation, procedures, improvements, systems,
         customer lists, supplier lists and specifications, and other private
         and confidential materials concerning the Company's business
         (collectively, "Confidential Information").  Employee agrees that he
         shall maintain any Confidential Information in strictest confidence
         and shall not disclose any Confidential information to third parties
         during the terms of this agreement and after the termination hereof,
         however such termination shall occur, unless previously approved by
         the President or Chairman of AMG in writing.

         Notwithstanding the foregoing, nothing herein shall be construed as
         prohibiting Employee from disclosing any Confidential Information
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          (a) which, at the time of disclosure, Employee can demonstrate either
          was in the public domain and generally available to the public or
          thereafter became a part of the public domain and generally available
          to the public by publication or otherwise through no act of the
          Employee; (b) which Employee can establish was independently developed
          by a third party who developed it without the use of the Confidential
          Information and who did not acquire it directly or indirectly from
          Employee under an obligation of confidence; (c) which Employee can
          show was received by him after the termination of this Agreement from
          a third party who did not acquire it directly or indirectly from the
          Company under an obligation of confidence; or (d) to the extent that
          Employee can reasonable demonstrate such disclosure is required by law
          or in any legal proceeding, governmental investigation, or other
          similar proceeding.

     (b)  Employee covenants and agrees that, in order to protect the company's
          interest in its business, operations and assets during the term of
          this Agreement and for a period of one (1) year following the
          termination of this Agreement, however the same shall occur, he will
          not, without prior written consent of the Company, directly or
          indirectly:

          (i)       engage anywhere in the United States, whether by virtue of
                    stock ownership, management responsibilities or otherwise,
                    in companies, business, organizations and/or ventures which
                    are directly or indirectly competitive with the business of
                    the Company as presently conducted or contemplated (the
                    "Business"); or

          (ii)      become interested, directly or indirectly, whether as
                    principal, owner, stockholder, partner, agent, officer,
                    director, employee, salesman, joint venture, consultant,
                    advisor, independent contractor or otherwise, in any person,
                    firm, partnership, association, venture, corporation or
                    entity engaging anywhere in the United State in the Business
                    or directly or indirectly in competition with the Company.

6.   INVENTIONS

     (a)  Employee hereby sells, transfers and assigns to the Company, or to any
          person or entity designated by the Company, all of the entire right,
          title and interest of Employee in and to all inventions, ideas,
          disclosures and improvements, whether patented or unpatented, and
          copyrightable materials, made or conceived by Employee, solely or
          jointly, or in whole or in part, during or before the term hereof
          which (i) relate to methods, apparatus, designs, products, processes
          or devices sold, leased, used or under construction or development by
          the Company, or (ii) otherwise relate, pertain or are useful to the
          business, functions or operations of the Company as presently
          conducted or to be conducted by the company, or (iii) arise (wholly

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          or partly) from the efforts of the Employee since the 20th day of
          February 1996 or otherwise during the term hereof.

     (b)  Employee shall communicate promptly and disclose to the Company, in
          such form as the Company requested, all information, details and data
          pertaining to the aforementioned inventions, ideas, disclosures and
          improvements; and whether during the term hereof or thereafter,
          Employee shall execute and deliver to the company such formal
          transfers and assignments and such other papers and documents as may
          be required of the Employee to permit the company or any person or
          entity designated by the Company to file and prosecute the patent
          applications and, as to copyrightable material, to obtain copyright
          thereon. Any invention by Employee within one year following the
          termination of this Agreement shall be deemed to fall within the
          provisions of this paragraph unless proved by Employee to have been
          first conceived and made following such termination.

7.   NO WAIVER

          The failure of any party to insist upon the strict performance of any
          of the terms, conditions or provisions of this Agreement shall not be
          construed as a waiver or relinquishment of future compliance
          therewith, and said terms, conditions and provisions shall remain in
          full force and effect. No interpretation, changes, modifications,
          terminations or waivers of any of the provisions of this Agreement
          shall be binding upon the Company or Employee unless in writing and
          signed by the person to be bound.

8.   RIGHTS, OBLIGATIONS AND ASSIGNMENT

          The rights and obligations of the Company under this Agreement shall
          inure to the benefit of, and shall be binding upon, its successors and
          assigns. The duties of Employee to any such successor entity shall not
          be greater than duties performed for the Company prior to such
          succession. Employee is prohibited from making any assignment of this
          Agreement.

9.   ENTIRE AGREEMENT

          This Agreement and the exhibits hereto embody the entire understanding
          between the parties hereto pertaining to the subject matter hereto and
          supersedes all prior agreements and understanding of the parties in
          connection therewith.

10.  SEVERABILITY

          If any of the provisions of this Agreement shall for any reason be
          adjudged by any court of competent jurisdiction to be invalid or
          unenforceable, such judgment shall not affect, impair or invalidate
          the remainder of this Agreement, but shall be confined in its
          operations to the provision of this
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Agreement directly involved in the controversy in which such judgment shall
have been rendered.

11. NOTICE

         Notices, other communications or deliveries required or permitted under
         this Agreement shall be in writing directed as follows:

               (a) TO THE COMPANY AT:
                   Advanced Materials Group, Inc.
                   20211 South Susana Road
                   Rancho Dominiguez, CA 90221
                   Attn: Steve Scott

               (b) TO EMPLOYEE:
                   Doug Graven
                   7211 Slater Ave
                   Huntington Beach, CA 92647

                   WITH A COPY TO:
                   None

         The parties may designate by notice to each other any new address
         for the purpose of this Agreement. Unless otherwise specified in this
         Agreement, all notices shall be effective when mailed postage
         prepaid by registered or certified mail, return receipt requested.

12. APPLICABLE LAW

         This Agreement shall be enforced and construed in accordance with
         the laws of the State of California.

13. DISPUTES

         In the event any party brings legal proceedings to resolve a dispute
         hereunder, the prevailing party shall have the right to recover
         reasonable attorneys' fees and costs from the other. The term
         "legal proceedings" shall include appeals from the lower court
         judgment.

14. PAYMENT ON TERMINATION

         If the Company terminates this Agreement other than for cause as
         defined in Section 2(b) of this Agreement, it shall pay Employee
         an amount equal to the amount set forth in Section 3(a) as an annual
         base salary divided by twelve and multiplied by the number of months
         remaining until the 1st day of August, 2000.

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15. HEADINGS

         The captions and headings contained in this Employment Agreement are
         for reference purposes only and shall not affect the interpretation
         or meaning of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of
the date and year first above written.

ADVANCED MATERIALS GROUP, INC.


By: /s/ Steve Scott
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        Steve Scott


EMPLOYEE


By: /s/ James Douglas Graven
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        James Douglas Graven