EMPLOYMENT AGREEMENT

     This  Employment  Agreement (the  "Agreement") is made effective as of this
30th day of  November,  1999 by and  between  TALENT,  ENTERTAINMENT  AND  MEDIA
SERVICES,  INC., a Delaware  corporation (the  "Company"),  and JEFFERY A. COLBY
("Employee").

RECITALS

A.   The Company wishes to employ  Employee,  and Employee wishes to be employed
     by the Company.

B.   The parties wish to set forth in this Agreement the terms and conditions of
     such employment.

AGREEMENTS

     In  consideration of the mutual promises and covenants set forth herein and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

     1. Employment.  Subject to the terms and conditions of this Agreement,  the
Company employs Employee to serve in an executive  capacity and Employee accepts
such  employment  and agrees to dedicate all of his business  time and effort to
Company business and perform such reasonable  responsibilities and duties as may
be assigned to him from time to time by the  Company's  Board of Directors  (the
"Board") or the Chairman or other designee of the Board.  Employee's title shall
be President,  with responsibility for the overall operations of the Company and
such other specific executive  responsibilities  as may be assigned from time to
time by, and  subject to the  direction  of, the Board or its  Chairman or other
designee.  Employee's title may be changed by the Company, from time to time, in
the Company's  sole  discretion,  so long as such title  realistically  reflects
Employee's responsibilities and Employee is maintained in an executive capacity.
Employee  shall have all power and authority of a corporate  officer as provided
by the Company's bylaws.

     2. Term.  The  employment  of  Employee  by the  Company  pursuant  to this
Agreement  shall  commence on the date hereof and  continue  for a term of three
years or until terminated as provided elsewhere herein.

     3. Compensation.

          a) Salary.  The initial  monthly base salary payable to Employee shall
     be $17,500,  which base salary  shall be paid  according  to the  Company's
     normal  payroll  practices  and shall be reviewed  from time to time on the
     same  schedule as  applicable  to Senior Vice  Presidents  of the Company's
     parent  corporation  and in  accordance  with the  Company's  policies  and
     practices   regarding   periodic   review  and   adjustment   of  executive
     compensation.  Employee's  base salary shall not be reduced during the term
     hereof without Employee's written consent.

          b)  Incentive  Plan.  Employee  will  have  the  opportunity  to  earn
     incentive  compensation  pursuant to an incentive  compensation  plan based
     upon  Employer's  performance.  The parties shall endeavor in good faith to
     agree upon an incentive  compensation plan within 30 days after the date of
     this  Agreement.  This incentive plan may be modified by the Company in its
     discretion  after January 1, 2001,  provided that the Company shall consult
     with Employee in developing any such modification.

     4. Fringe Benefits.  In addition to the options for shares of the Company's
Common Stock  available to Employee  under the same terms as those  available to
Company employees,  and any other employee benefit plans generally  available to
Company   employees,   the  Company  shall  include   Employee  (and  Employee's
dependents) in any group medical  insurance plan maintained for the employees of

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the  Company at the  Company's  expense.  The manner of  implementation  of such
benefits with respect to such items as procedures  and amounts is  discretionary
with the  Company but shall be  equivalent  to benefits  provided  generally  to
Senior Vice  Presidents of the Company's  parent  corporation  and shall include
medical, dental and hospital coverage for Employee and Employee's dependents who
are eligible under the applicable plans.

     5.  Vacation.  Employee  shall be entitled to vacation  with pay in keeping
with Employee's  established vacation practices,  but in no event less than four
weeks per service  anniversary year. In addition,  Employee shall be entitled to
such holidays as the Company may approve for its executive personnel.

     6.  Expense  Reimbursement.  In addition to the  compensation  and benefits
provided above, the Company shall pay a $500 per month automobile  allowance and
all other,  non-automobile related,  reasonable expenses of Employee incurred in
connection with the performance of Employee's duties and responsibilities to the
Company pursuant to this Agreement,  upon submission of appropriate vouchers and
supporting  documentation  in accordance  with the Company's  usual and ordinary
practices,  provided that such expenses are  reasonable  and necessary  business
expenses of the Company.  The Company shall pay Employee's  reasonable  cellular
telephone  expenses  that are  related to Company.  The  Company  shall also pay
Employee  $5,000 per year for  individual  purchase by Employee of  supplemental
insurance products or for use in such other manner as Employee sees fit.

     7.  Termination.  This  Agreement may be terminated in the manner  provided
below:

          a) For Cause. The Company may terminate  Employee's  employment by the
     Company,  for cause,  upon written notice to the Employee stating the facts
     constituting  such  cause,  provided  that  Employee  shall  have  20  days
     following  such notice to cure any  conduct or act, if curable,  alleged to
     provide   grounds  for  termination  for  cause  hereunder  and  agrees  to
     diligently  pursue  completion of such cure as quickly as possible.  In the
     event of termination  for cause,  the Company shall be obligated to pay the
     Employee  only the base  salary due him  through  the date of  termination.
     Cause shall include willful and persistent failure to abide by instructions
     or policies from or set by the Board of Directors;  willful and  persistent
     failure to attend to  material  duties or  obligations  imposed  under this
     Agreement;  commission of a felony, a misdemeanor involving moral turpitude
     or any  other  serious  misdemeanor  offense  or  pleading  guilty  or nolo
     contendere  to same;  an act of fraud,  dishonesty  or theft on the part of
     Employee;  or any act or  failure  to act on the  part of  Employee,  which
     materially   harms  or  injures  or  may  materially  harm  or  injure  the
     reputation,  good name or interests of Company (which shall include, to the
     extent allowed by applicable law, but not be limited to, any drug,  alcohol
     and/or any other  substance abuse which  materially  impairs the ability of
     Employee to perform his duties and services hereunder).

          b)  Disability.  If Employee  experiences a permanent  disability  (as
     defined  in Section  22(e)(3)  of the  Internal  Revenue  Code of 1986,  as
     amended),  the Company  shall have the right to  terminate  this  Agreement
     without  further  obligation  hereunder  except  for  any  amounts  payable
     pursuant to disability plans generally applicable to executive employees.

          c)  Death.   If  Employee  dies,   this  Agreement   shall   terminate
     immediately,  and  Employee's  legal  representative  shall be  entitled to
     receive the base salary due to Employee  through the 60th day from the date
     on which  his death  shall  have  occurred  and any  other  death  benefits
     generally applicable to executive employees.

          d)  Termination  without cause.  The Company may terminate  Employee's
     employment by the Company at any time immediately, without cause, by giving
     written  notice to the  Employee.  If the  Company  terminates  under  this
     section 7.d., it shall:  (1) continue  coverage of Employee and  Employee's
     dependents under its medical plans at the Company's  expense for the lesser
     of  12  months  or  until  Employee   secures  other   employment   (unless
     continuation of coverage under such plans is unfeasible, in which event the
     Company  will  provide  substantially  similar  benefits);  and  (2) pay to
     Employee  12 months  of  Employee's  then-current  base  salary;  provided,
     however,  that such salary shall be paid under the normal payment  schedule
     as if  Employee  were still  employed  by  Company  and shall be reduced by
     applicable withholdings.

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          e) Termination by Employee for Good Reason. Employee may terminate his
     employment  at  any  time  for  Good  Reason  (as  defined  below  in  this
     subsection),  in which event  Employee  shall be  entitled to payments  and
     benefits  to the same  extent and payable in the same manner as if Employee
     was  terminated  without cause as described in Section 7(d).  "Good Reason"
     shall mean (x) without  Employee's  express written consent, a reduction of
     Employee's  base  compensation  or the  assignment  to  Employee  of duties
     materially inconsistent with Employee's position, duties,  responsibilities
     and status,  or a demotion or change in titles  (except in connection  with
     termination  of Employee's  employment in compliance  with this Section 7);
     (y) a material breach by the Company of its obligations hereunder which (if
     curable)  is not cured by the  Company  within 20 days after its receipt of
     written notice stating the facts  constituting such material breach; or (z)
     without  Employee's  express  written  consent,  relocation  of the site of
     Employee's  duties  to a  location  outside  the  Los  Angeles,  California
     metropolitan area.

          f) Change in Control.  If this  Agreement is terminated  under Section
     7(d) or 7(e) within 12 months  following the effective  date of a Change in
     Control (as defined in this Section  7(f)),  the amount owed by the Company
     as severance shall equal Employee's total cash  compensation  during the 12
     months  preceding  such  termination,  payable in the manner  described  in
     Section 7(d). "Change in Control" shall be deemed to have occurred if (i) a
     "person"  (as  such  term is used in  Paragraphs  13(d)  and  14(d)  of the
     Securities  Exchange Act of 1934, as amended [the "Exchange  Act"]) becomes
     the "beneficial owner" (as defined in Rule 13d-3 under said Act),  directly
     or indirectly,  of securities of the Company  representing more than 50% of
     the total voting power represented by the Company's then outstanding Voting
     Securities;  (ii) the  stockholders  of the  Company  approve  a merger  or
     consolidation  of the Company (other than a merger or  consolidation  which
     would  result  in  the  Voting   Securities  of  the  Company   outstanding
     immediately  prior  thereto  continuing  to represent  (either by remaining
     outstanding or by being  converted into Voting  Securities of the surviving
     entity) 50% or more of the total  voting  power  represented  by the Voting
     Securities of the Company or such surviving entity outstanding  immediately
     after  such  merger or  consolidation);  or (iii) the  stockholders  of the
     Company  approve  a plan  of  complete  liquidation  of the  Company  or an
     agreement for the sale or disposition by the Company of (in one transaction
     or a series of transactions) all or substantially all the Company's assets.

     8.  Return  of the  Company's  Materials.  Upon  the  termination  of  this
Agreement,  Employee  shall  promptly  return to the Company  all files,  credit
cards, keys,  instruments,  equipment,  and other materials owned or provided by
the Company.

     9.  Insurance.  The Company shall use  commercially  reasonable  efforts to
carry director's and officer's  professional  liability  insurance  coverage for
Employee while in the performance of Employee's duties hereunder in an amount of
at least $10,000,000.

     10.  Non-delegability  of Employee's Rights and Company  Assignment Rights.
The obligations,  rights and benefits of Employee hereunder are personal and may
not be delegated,  assigned,  or transferred in any manner  whatsoever,  nor are
such  obligations,   rights  or  benefits  subject  to  involuntary  alienation,
assignment or transfer.  The Company may transfer its obligations hereunder to a
subsidiary, affiliate or successor.

     11.  Notices.  All  notices,  demands and  communications  required by this
Agreement  shall be in  writing  and shall be deemed to have been  given for all
purposes  when  sent to the  respective  addresses  set  forth  below,  (i) upon
personal delivery, (ii) one day after being sent, when sent by overnight courier
service to and from locations within the continental United States,  (iii) three
days after posting when sent by registered,  certified, or regular United States
mail, with postage prepaid and return receipt requested,  or (iv) on the date of
transmission when sent by confirmed facsimile.

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     If to the Company:   Talent, Entertainment and Media Services, Inc.
                          c/o Employee Solutions, Inc.
                          6225 North 24th Street
                          Phoenix, Arizona 85016
                          Attn: Legal Department

     If to Employee:      Jeffery A. Colby
                          ---------------------
                          ---------------------
                          ---------------------

(Or when sent to such other address as any party shall specify by written notice
so given.)

     12. Entire Agreement. This Agreement, together with the confidentiality and
non-solicit  agreement  dated as of the same date as this  Agreement (the "Other
Agreements")  constitutes the final written  expression of all of the agreements
between the parties,  and is a complete and exclusive  statement of those terms.
It  supersedes  all  understandings  and  negotiations  concerning  the  matters
specified  herein  (including  all  prior  written  employment   agreements  and
arrangements,  if  any),  except  as  provided  in  the  Other  Agreements.  Any
representations,  promises,  warranties or statements  made by either party that
differ  in any way  from  the  terms  of this  written  Agreement  or the  Other
Agreements  shall be given no force or effect.  Except as  provided in the Other
Agreements,  the parties specifically  represent,  each to the other, that there
are no additional or supplemental  agreements between them related in any way to
the matters herein contained unless specifically included or referred to herein.
No addition to or  modification  of any  provision  of this  Agreement  shall be
binding  upon any party  unless  made in  writing  and  signed  by all  parties.
Notwithstanding  anything herein or in the Other Agreements to the contrary, the
parties   acknowledge  and  agree  that  the   confidentiality  and  non-compete
provisions of Employee's  prior  employment  agreement with Employee  Solutions,
Inc., an Arizona corporation,  shall continue in full force and effect according
to their terms, except that such non-compete shall expire on the expiration date
determined  pursuant  to the prior  employment  agreement  or one year after the
effective date of a termination  of this  Agreement  under Section 7(d) or 7(e),
whichever is earlier.

     13.  Waiver.  The waiver by either  party of the breach of any  covenant or
provision in this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either party.

     14.  Invalidity  of Any  Provision.  The  provision of this  Agreement  are
severable,  it being  the  intention  of the  parties  hereto  that  should  any
provisions   hereof  be   invalid   or   unenforceable,   such   invalidity   or
unenforceability  of any  provision  shall not affect the  remaining  provisions
hereof, but the same shall remain in full force and effect as if such invalid or
unenforceable provisions were omitted.

     15.  Applicable  Law. This Agreement  shall be governed by and construed in
accordance  with the  internal  laws of the State of  Arizona  exclusive  of the
conflict  of law  provisions  thereof.  The  parties  agree that in the event of
litigation, venue shall lie exclusively in Maricopa County, Arizona.

     16.   Headings;   Construction.   Headings  in  this   Agreement   are  for
informational purposes only and shall not be used to construe the intent of this
Agreement.  The  language in all parts of this  Agreement  shall in all cases be
construed  as a whole  according  to its fair  meaning and not  strictly for nor
against any party.

     17.  Counterparts;  Facsimile  Signatures.  This  Agreement may be executed
simultaneously  in any number of counterparts,  each of which shall be deemed an
original but all of which together shall  constitute one and the same agreement.
Delivery  by any party of a  facsimile  signature  to the other  parties to this
Agreement  shall  constitute  effective  delivery  by said party of an  original
counterpart signature to this Agreement.

     18. Binding  Effect;  Benefits.  This  Agreement  shall be binding upon and
shall  inure to the benefit of the parties  hereto and their  respective  heirs,
successors,  executors,  administrators  and  assigns.  This  Agreement  may  be
assigned by the Company in its sole discretion,  provided that the Company shall
assign  this  Agreement  to  any  person  to  which  the  Company  sells  all or
substantially  all of its assets.  Notwithstanding  anything  contained  in this

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Agreement to the contrary,  nothing in this Agreement,  expressed or implied, is
intended  to  confer  on any  person  other  than the  parties  hereto  or their
respective heirs, successors, executors,  administrators and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

     19. Binding Effect on Marital Community.  Employee  represents and warrants
to the Company that he has the power to bind his marital  community  (if any) to
all terms and provisions of this agreement by his execution hereof.

     IN WITNESS WHEREOF, each of the parties hereto has executed this Employment
Agreement and caused the same to be duly  delivered on its behalf as of the date
first above written.

"COMPANY"                                              "EMPLOYEE"

TALENT, ENTERTAINMENT AND MEDIA SERVICES, INC.,
a Delaware corporation


/s/ Quentin P. Smith                                    /s/ Jeffrey A. Colby
--------------------                                    --------------------
By: Quentin P. Smith                                    Jeffery A. Colby
Its: Chief Executive Officer

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