EXHIBIT 10.47


                         RETENTION AGREEMENT ("Agreement"), dated as of
March
 15, 2003, by and between Pueblo International, LLC, a Delaware limited
 liability company and Pueblo Entertainment, Inc., a Delaware corporation
 (the "Companies"), which are wholly owned subsidiaries of Nutritional
 Sourcing Corporation, a Delaware corporation ("NSC") and William T. Keon,
 III (the"Executive").

                           WHEREAS, the Companies acknowledge the existence
 of various risks and uncertainties in connection with the competitive
 marketplace in Puerto Rico and the U.S. Virgin Islands and with matters
 involving NSC and its current Chapter 11 proceedings;

                          WHEREAS, the Companies believe it is in the best
 interests of the Companies to take appropriate actions to insure continuity
 of key management and desire to induce Executive to remain in the employ of
 the Companies, notwithstanding such risks and uncertainties;

                          WHEREAS, the Companies have requested Executive to
 remain in the employ of the Companies, on the terms and conditions hereafter
 set forth and Executive is willing to accept such terms; and

                         WHEREAS, considering the foregoing, the Executive
 and the Companies agree to enter into this Agreement;

                        NOW, THEREFORE, in consideration of the mutual
 promises and covenants set forth herein, the Companies and the Executive
 (the"Parties") hereby agree as follows:

1.             Employment, Duties, Acceptance and Term

1.1    The Companies hereby employ the Executive as President and
       Chief Executive Officer ("CEO"), and the Executive agrees to be
       so employed.  The Executive shall report directly to the board
       of directors of the Companies, respectively, or their designee
       ("Board of Directors").

       During the Employment Period (as defined in Section 1.3 hereof),
       the Executive will be responsible for managing the business and
       affairs of the Companies and the day-to-day operations of the
       Companies, and such other responsibilities as shall be determined
       from time to time by the Board of Directors consistent with
       Executive's titles and position.   All staff in the Companies'
       Florida and Puerto Rico offices are expected to report to Executive
       through their managers.  In addition, the Board of Directors
       acknowledges and approves that Executive serves as of the date
       hereof and will continue to serve as an officer and/or director of
       certain other parent, subsidiary and affiliated companies of the
       Companies (each such related entity referred to individually as
       a"Group Affiliate").  Consistent with Executive's titles and
       position the Executive shall take all such actions as may be
       required to fulfill his duties as President and CEO or which are
       within the scope of the business activities of the Companies or
       which may be necessary to carry out any additional responsibilities
       as may be given to the Executive by the Board of Directors,
       including responsibilities with Group Affiliates.  The Executive
       shall not be paid or accept any salary for such duties, obligations
       or responsibilities except for the amounts as expressly set forth
       in this Agreement.



1.2    The Executive shall devote his full business time and attention to the
       business of the Companies, including such additional duties and
       responsibilities to which he is assigned under this Agreement, during
       the period of his employment hereunder; provided, however, that the
       Executive may continue to serve on the boards of directors and/or be
       a designated officer of Group Affiliates to the extent that such
       activities do not materially interfere with the execution of the
       Executive's duties hereunder.

1.3    The Executive's employment under this Agreement shall commence as of
       March 15, 2003 (the "Commencement Date") and end on the third
       anniversary of the Commencement Date, subject to the provisions of
       Section 3 of this Agreement  (the"Employment Period").  The Employment
       Period shall be automatically extended for an additional two year term,
       subject to the provisions of Section 3 of this Agreement ("Renewal
       Period") unless either the Companies or Executive shall give the other
       party not less than 180 days written notice prior to the termination
       of the Employment Period of the intention to not extend this Agreement
       (a"Non-Renewal
       Notice").

2.     Compensation and Benefits

2.1    Base Salary.  During the Employment Period, the Companies will pay to
       Executive a Base Salary at the annual rate of Five Hundred Fifty
       Thousand U.S. Dollars ($550,000.00), to be paid in substantially equal
       installments on a weekly basis, subject to applicable payroll
       withholdings and deductions.  The Board of Directors shall review the
       Base Salary on an annual basis and, at the Board of Director's
       discretion, may increase the Base Salary.  All compensation and benefits
       payable to Executive pursuant to this Agreement will be paid by or on
       behalf of Pueblo International, LLC directly to the Executive but shall
       be the joint and several liability of the Companies.

2.2   Annual Incentive Compensation.  If the Executive meets the annual
      performance criteria established by the Board of Directors under the
      Companies' Key Management Incentive Opportunity Program (KMIO), the
      Companies shall pay to the Executive, within ninety (90) days of the
      close of each fiscal year end or portion of such year during the
      Employment Period, a KMIO bonus ("KMIO Incentive Compensation") in such
      amount as determined by the KMIO formulas; however with a minimum
      guarantee of 50% of annual Base Salary regardless of achieving minimum
      KMIO performance targets, and may pay in excess of 50% as determined by
      actual results achieved.  The Board of Directors shall review the KMIO
      Incentive Compensation Program on an annual basis and, at their
      discretion will approve the performance targets for each fiscal year.



2.3   Special Inducement.  As a special inducement to convince Executive to
      enter into this Agreement and in acknowledgement of prior agreements and
      understandings initially made to induce Executive to accept employment by
      the Companies, the Companies agree (a) to pay Executive the Supplemental
      Retirement Benefit accrued through January 31, 2003, as determined
      consistent with the formulas prepared by Mercer Human Resource A
      Consulting or as otherwise agreed by the parties, and (b) to make
      such payment at the time the parties enter into a Supplemental
      Retirement Benefit Agreement as agreed by the parties. The Companies
      and Executive commit to reach a mutually satisfactory resolution of the
      matters set forth in (a) and (b) above within 90 days of the Effective
      Date.

2.4   Special Incentive Compensation.  The Executive is also a participant in
      the Special Incentive Program (SIP) covered under a separate agreement,
      which will terminate on August 1, 2003 unless mutually extended.

2.5   The Companies shall pay or reimburse the Executive for all reasonable
      business and travel expenses actually incurred or paid by the Executive
      during the period of  employment hereunder in the performance of services
      under this Agreement, upon timely presentation of expense statements or
      vouchers or such other supporting information as Companies may require.

2.6   The Companies shall provide Executive with an automobile allowance of
      $237.50 per week.



2.7   The Companies shall provide to the Executive medical and disability
      benefits and insurances and coverage under applicable employee benefit
      plans currently provided generally to senior executives of the Companies
      pursuant to the terms, conditions and limitations of the Companies' plans
      and its regulations in effect and as they may be modified from time to
      time.  However, because the Executive's employment is covered by this
      Agreement, the Executive is not eligible to participate in or seek
      coverage under any Companies' separation or severance plan, policy or
      benefit or similar program, other than as provided in this Agreement.

2.8   The Executive shall be entitled to cumulative paid vacation in the amount
      of four weeks of paid vacation per calendar year.  All cumulative
      vacation time accrued to date and not used will continue to accumulate in
      addition to any future unused vacation time and carry forward
      indefinitely.  The Executive is to report quarterly on the status of
      Executive's vacation accruals and time taken.  The Executive shall not be
      entitled to receive a payment for any accrued but unused vacation until
      time of separation.  The Executive will schedule Executive's vacation
      with the approval of the Board of Directors and subject to the operating
      needs of the Companies.  The Executive has an accrued and unused vacation
      time balance of 128 days as of December 31, 2002.

2.9   The Executive's principal work location is in Coral Gables, Florida and
      secondary work location is in San Juan, Puerto Rico.  Executive's work
      locations may not be changed nor can Executive's business travel
      obligations be materially increased without the prior written consent of
      Executive.

2.10  The Executive is deemed to have been an employee of a common controlled
      group since January 31, 1983 and Executive's benefit levels (including
      retirement benefits) are to reflect employment from that date.

3.    Termination of Employment Relationship

3.1   The Companies may at any time, by written notice to Executive, terminate
      Executive's employment hereunder and this Agreement for"Cause" as of the
      date of such notice.  For purposes of this Agreement,"Cause" shall be
      defined as any of the following:

     (i)     the commission by the Executive, in connection with the
performance of Executive's duties or obligations hereunder, of acts of
dishonesty, gross negligence or willful misconduct; which act (or
failure to act) the Board of Directors, in the exercise of their
discretion, determines materially affects adversely, the value,
reliability or performance of the Executive in regard to
Executive's employment by the Companies; or

	     (ii)    the conviction of the Executive of (or pleading nolo
contendere or
             similar plea by the Executive to) any felony or serious violation
             of law which the Board of Directors, in the exercise of their
             discretion, determines materially affects adversely, the value,
             reliability or performance of the Executive in regard to
             Executive's employment by the Companies; or



     	(iii)   the Executive's refusal or neglect to comply with the reasonable
             and prudent directions and/or instructions of the Board of
             Directors consistent with the terms of this Agreement, and the
             Executive's failure to cure such alleged material default,
             refusal or failure within ten (10) calendar days from date of
             receipt of the written notice from the Board of Directors to
             Executive of such default, refusal or failure; or

     (iv)    the Executive's material breach of any of the Executive's
             obligations (including the obligation to comply with all of the
             Companies' material policies and procedures) to the Companies and
             the Executive's failure to cure such alleged material breach with
             ten (10) calendar days from the date of receipt of the written
             notice from the Board of Directors to Executive of such alleged
             material breach; or

     (v)     Executive's willful and continued failure to substantially
             perform Executive's duties with the Companies, or any subsidiary
             of the Companies, as such duties may reasonably be defined from
             time to time by the Board of Directors (other than failure
             resulting from Executive's incapacity due to physical or mental
             illness) after a written demand for substantial performance is
             delivered to Executive by the Board of Directors, which demand
             specifically identifies the manner in which the Board of
             Directors believes that Executive has not substantially performed
             Executive's duties; or

     (vi)    a material and documented breach of the Executive's covenants
             under Section 4 of this Agreement.

      For purposes of this Agreement, no act or failure to act, on the part of
      the Executive, shall be considered"willful" unless it is done, or
      omitted to be done, by the Executive in bad faith or without reasonable
      belief that that Executive's action or omission was in the best interests
      of the Company.  Any act, or failure to act, based upon directions of the
      Board of Directors or the authority given pursuant to a resolution duly
      adopted by the Board of Directors or based upon the advice of counsel for
      the Companies shall be conclusively presumed to be done, or omitted to be
      done, by the Executive in good faith and in the best interests of the
      Company.  The cessation of employment of the Executive shall not be
      deemed to be for"Cause" unless and until there shall have been delivered
      to the Executive a copy of a resolution duly adopted by the affirmative
      vote of not less than 75% of the entire membership of the Board of
      Directors (excluding the Executive if he is a member of the Board of
      Directors) at a meeting of the Board of Directors called and held for
      such purpose (after reasonable notice is provided to the Executive and
      the Executive is given an opportunity to be heard before the Board of
      Directors), finding that, in the good faith opinion of the Board of
      Directors, the Executive is guilty of the conduct described above, and
      specifying the particulars thereof in detail.

      In the event of termination for"Cause" pursuant to this Section 3.1, the
      Companies shall be liable and shall pay to the Executive only that
      portion of the Base Salary pursuant to Section 2.1 which has been
      fully earned and unpaid as of the date of the Executive's receipt of
      such written notice from the Board of Directors.  The Executive shall
      not be entitled to KMIO Incentive Compensation on account of the year
      in which the Executive is terminated if for"Cause."  The Executive
      will be entitled to all accumulated and unused vacation pay regardless
      of the reason for termination, in addition to a fair estimate of all
      benefits accrued but not yet paid under the SIP arrangement.

3.2   The Companies may, at any time during the term of this Agreement, by
      written notice to the Executive, terminate the Executive's employment
      hereunder"Without Cause" (which shall include termination due to death
      or disability of the Executive or pursuant to a Non-Renewal Notice by the
      Companies) as of the date of such notice to Executive by the Board of
      Directors.  In the event of such termination"Without Cause" pursuant to
      this Section 3.2, the Companies shall pay the Executive, within ten (10)
      days of the date of notice of termination the following amounts: (a) an
      amount equal to three times Executive's annual Base Salary then in
      effect, if such termination occurs during the Employment Period and an
      amount equal to one and one-half the annual Base Salary then in effect if
      such termination occurs during the Renewal Period; (b) a pro-rated
      portion of the current year's KMIO Incentive Compensation, to be
      determined based upon the actual sales and EBITDA results year to date as
      of the most recently completed four week fiscal period compared with the
      KMIO annual targets prorated for the short period multiplied by the
      amount of base compensation received as of the effective termination
      date, however in no situation is this amount to be less than 50% of Base
      Salary as outlined in Section 2.2; (c) advance the estimated amount to be
      paid under SIP arrangement based upon reasonable and available
      projections resulting in a SIP award and this advanced amount is to be
      increased or partially repaid based upon the eventual actual and final
      SIP calculations; and (d) an amount equal to continuation of automobile
      allowance, medical and other insurance benefits for three years if such
      termination occurs during the Employment Period and an amount equal to
      one and one-half year's continuation of such benefits if such termination

      occurs during the Renewal Period.

      This Section 3.2 also applies in the event of a deemed termination
     "Without Cause" which shall occur if, upon a"change of control" of the
      Companies and/or NSC, the Executive is not guaranteed in the Executive's
      good faith judgment the same position, title and responsibilities with a
      new financially responsible owner, under terms and conditions at least as
      favorable to the Executive in all material respects as those contained in
      this Agreement. "Change of control" includes a change in the majority of
      the ultimate equity ownership or control for whatever reason, whether
      involving consideration or not.

3.3   If payments are due Executive pursuant to this Section 3, then the
      Companies shall pay to Executive an amount which, on an after-tax basis
      (including federal income and excise taxes and state and local income
      taxes), equals the excise tax, if any, imposed by Section 4999 of the
      Internal Revenue Code of 1986, as amended (the"Code"), upon Executive by
      reason of"parachute payments" (as defined in Section 280G(b)(2) of the
      Code) made by the Companies.



4.     Protection of Confidential Information, Non-Competition

4.1   Executive and Companies acknowledge that the services Executive provides
      to the Companies are unique (for purposes of this Section 4 the term
     "Companies" shall include the entity owning the Companies as well as all
      entities owned by the Companies).  Executive and Companies further
      acknowledge that the business knowledge and relationships of the
      Executive acquired during Executive's employment with the Companies is a
      critical asset of the Companies.  In addition, the Executive's work for
      the Companies will bring the Executive into close contact with many
      confidential affairs of the Companies that are not readily available to
      the public and plans for future developments of the Companies.
      Accordingly, the Executive hereby agrees that, as a material and
      essential condition of Executive's employment by the Companies and in
      consideration of this Agreement and the compensation and other benefits
      provided for herein, the Executive is subject to and encumbered by the
      restrictive covenants set forth in this Section 4 and that the Companies
      shall have the right to enforce these restrictive covenants.

4.1.1 The Executive hereby covenants, warrants and agrees that the Executive
      will not, during the period of Executive's employment hereunder or at any
      time thereafter, directly or indirectly divulge, use, furnish, disclose
      or make available to anyone any Confidential Information, except as may
      be necessary for Executive to communicate on a"need to know" basis in
      the ordinary course of performing Executive's duties as an employee of
      the Companies.



4.1.2 For purposes of this Agreement,"Confidential Information" shall mean any
      and all information, data and knowledge that (i) has been created,
      discovered, developed or otherwise become known to the Companies
      (including, without limitation, information, data and knowledge created,
      discovered, developed, or made known by the Executive during the period
      of or arising out of Executive's employment by the Companies) or in which
      property rights have been assigned or otherwise conveyed to the
      Companies, which information, data or knowledge has commercial value in
      the business in which the Companies is engaged, except such information,
      data or knowledge as is or becomes known to the public without violation
      of the terms of this Agreement, or (ii) arises out of or relates to the
      business affairs of the Companies (including without limitation, any
      information which the Companies considers to be privileged).  By way of
      illustration, but not limitation, Confidential Information includes
      financial information, supply and service information, marketing
      information, personnel information, customer information, trade secrets,
      business and customer links and relations, customer lists, contact lists
      or information, processes, know-how, improvements, discoveries,
      developments, designs, inventions, training methods, sales techniques,
      marketing plans, strategies, forecasts, new products, unpublished
      financial statements or parts thereof, budgets, projections, licenses,
      prices, costs, and employee, customer and supplier lists or parts
      thereof, terms of supply or service contracts, terms of agreements
      between customers and the Companies and any information relating to the
      business affairs of the Companies, in whatever form maintained.  The
      Executive further acknowledges that such Confidential Information would
      inevitably be disclosed were he to become employed by, engaged by or
      otherwise provide competitive services to a competitor of the Companies.

4.1.3 All ideas, creations, improvements and other works of authorship created,
      developed, written or conceived by Executive at any time during
      Executive's employment by the Companies and relating to the Companies'
      business are works for hire within the scope of Executive's employment
      and shall be the property of the Companies free of any claim whatsoever
      by Executive and any person claiming any rights or interests through the
      Executive.

4.1.4 The Executive hereby covenants, warrants and agrees that he shall not,
      directly or indirectly, make or retain a copy of, nor make or cause to be
      made any notes of, nor remove or cause to be removed from the premises of
      the Companies, any document, notation or recording, whether mechanically
      or electronically or physically or mentally or otherwise maintained or
      copied, incorporating any trade secret or other Confidential Information
      belonging to or relating to the Companies unless such copying or making
      of notes is necessary for the proper and efficient discharge of
      Executive's duties on behalf of the Companies, provided, however, the
      Executive shall return such document, papers, copies or notes to the
      Companies forthwith after the authorized purpose has ceased or has been
      completed or on the demand of the Companies.



4.1.5 In the event of the termination of employment of the Executive, whether
      by the Companies or by the Executive and for whatever reason, the
      Executive hereby covenants, warrants and agrees that the Executive will
      immediately deliver to the Companies, within three (3) days of such
      termination or as directed by the Board of Directors: (i) all
      Confidential Information in whatever form it is maintained or it exists;
      (ii) all other documents, reports, notes, customer lists, customer data,
      business plans, specifications, programs, computer printouts and data and
      all other materials of any nature, whether originals or reproductions and
      in whatever form maintained or they exist, pertaining to the Companies,
      the business affairs of the Companies or the Executive's work with the
      Companies, and the Executive will not, directly or indirectly, take or
      possess, or deliver to any other person or entity, any of the foregoing
      or any reproduction or variation of any of the foregoing; and (iii) any
      and all other property or equipment which is properly the property of the
      Companies.

4.2   During the period of the Executive's employment and for a period of
      six (6) months following the voluntary or involuntary termination of
      Executive's employment hereunder for"Cause," the Executive hereby
      covenants, warrants and agrees that the Executive will NOT, as an
      individual, agent, partner, investor, officer or employee of a
      corporation or any other entity or in any other capacity, directly or
      indirectly (i) solicit or induce, or in any manner attempt to solicit or
      induce, any person employed by or acting as an agent of the Companies to
      leave his or her employment with or engagement by the Companies to join
      another enterprise or companies which is engaged in a similar business
      and competes with the Companies in Puerto Rico and/or the U.S. Virgin
      Islands as an employee or agent; or (ii) hire, contract with or otherwise
      employ or engage any former or current employee, agent or consultant of
      the Companies to join another common enterprise or entity which is
      engaged in a similar business and competes with the Companies in Puerto
      Rico and/or the U.S. Virgin Islands in any of their business areas or
      interests.  In the event the Companies breaches its obligations under
      Section 2 or 3.2 of this Agreement, this Section 4.2 shall be null and
      void.

4.3   During the period of Executive's employment and for a period of six (6)
      months following the voluntary or involuntary termination of Executive's
      employment hereunder for"Cause," the Executive shall NOT, as an
      individual, agent, partner, investor, officer or employee of a
      corporation or any other entity or in any other capacity, directly or
      indirectly (i) induce or attempt to induce any customer or supplier of
      the Companies to cease being a customer or supplier of the Companies; or
      (ii) induce or attempt to induce any customer or supplier of the
      Companies to become a customer or supplier of any person, firm or
      corporation which in any way competes with the Companies in Puerto Rico
      and/or the U.S. Virgin Islands in any of their business areas or
      interests; or (iii) enter the employ of, or render any services to, any
      person, firm or corporation which is in any way competes with the
      Companies in any of their business areas or interests in Puerto Rico
      and/or the U.S. Virgin Islands, (iv) interfere with the business
      relationships or prospective business relationships of the Companies; or
      (v) otherwise compete with the Companies in Puerto Rico and/or the U.S.
      Virgin Islands.  In the event the Companies breaches its obligations
      under Section 2 or 3.2 of this Agreement, this Section 4.2 shall be null
      and void.

4.4   If the Executive commits a material breach of any of the provisions of
      Section 4.1, 4.2 or 4.3 hereof, the Companies shall have the right and
      remedy to have the provisions of this Agreement specifically enforced by
      way of a temporary restraining order and/or a preliminary and/or
      permanent injunction by any court having jurisdiction, without the
      posting of any bond or security by the Companies, it being acknowledged
      and agreed by the Executive and the Companies that any such breach will
      cause irreparable injury to the Companies and that money damages will not
      provide an adequate remedy to the Companies.  Such right and remedy shall
      be in addition to, and not in lieu of, any other rights and remedies
      available to the Companies under law or in equity.  Further, should the
      Companies commence an  action for injunctive relief, the Companies shall
      have the right in the same proceeding and court to seek and obtain money
      damages caused by such breach.

4.5   If any of the covenants or other provisions contained in Section 4.1, 4.2
      or 4.3, or any part thereof, is hereafter construed to be invalid or
      unenforceable in any respect, the same shall not affect the remainder of
      the covenant, covenants or provisions which shall be given the maximum
      effect possible without regard to the invalid portions and the remainder
      shall then be fully enforceable.

4.6   If any of the covenants or other provisions contained in Section 4.1, 4.2
      or 4.3, or any part thereof, is held to be unenforceable because of the
      duration of such provision or the geographical or product/business area
      covered thereby, the parties agree that such provisions shall be reformed
      and construed to reduce the duration and/or area of such provision to the
      extent necessary for enforceability and, in its reduced form, said
      provision shall then be fully enforceable.



4.7   The Parties hereto intend to and hereby irrevocably confer exclusive
      jurisdiction to enforce the covenants and other provisions contained in
      Sections 4.1, 4.2 and 4.3, upon the courts in the State of Florida (and
      the federal courts resident in such State), with venue being set in
      Miami-Dade County and further expressly agree not to assert that any
      action brought in such courts has been brought in an inconvenient forum.
      The Parties further agree that, to the fullest extent permitted by law,
      valid service of process may be undertaken by certified mail to the
      addresses in Section 5.

4.8   The covenants and other provisions of this Section 4 shall survive the
      termination of this Agreement or the voluntary or involuntary termination
      of the Executive's employment regardless of the circumstances of such
      termination.

5.    Notices

      All notices or other communications given pursuant hereto by one party to
      another shall be in writing and deemed given when (a) delivered by hand,
      (b) sent by fax/telecopier (with receipt confirmed), provided that a copy
      is mailed the same day by registered or certified mail, postage prepaid,
      return receipt requested, or (c) when received by the addressee, if sent
      by Express Mail, Federal Express or other express delivery service
      (receipt requested), in each case to the appropriate addresses and
      fax/telecopier numbers for the Companies and the Executive set forth
      below (or to such other address and/or fax/telecopier number as any
      party may designate by notice to the others from time to time).

             If to the Companies:

                   Pueblo International, LLC
                   Pueblo Entertainment, Inc.
                   c/o Finser Corporation
                   550 Biltmore Way, Suite 900
                   Coral Gables, Florida 33134
                   Telephone No. (305) 442-3407
                   Fax. No. (305) 447-1389

                Attention:  General Counsel


If to the Executive at:

                   William T. Keon, III
                   60 Edgewater Dr., Apt 11A
                   Coral Gables, FL 33133

                   Telephone No.:   305-666-4148
                   Fax No.:   __________________


6.    General

6.1   Except as otherwise provided in Section 4, any dispute or controversy
      arising out of or related to this Agreement, the Executive's employment
      with the Companies or the termination of that employment shall be
      resolved exclusively by arbitration, conducted before a panel of three
      (3) arbitrators in Miami, Florida, in accordance with the applicable
      rules for arbitration of employment disputes of the American Arbitration
      Association ("AAA"), the CPR Institute for Dispute Resolution ("CPR") or
      JAMS/Endispute then in effect.  The choice of the AAA, CPR or
      JAMS/Endispute arbitration rules shall be made by the party initiating
      arbitration.  The Companies shall pay the administrative costs of the AAA
      and the arbitrators' reasonable costs and fees.  The Executive is
      responsible for Executive's own attorneys' fees and other fees and
      expenses, if any, with respect to the Executive's conduct of the
      arbitration.  The arbitrator is expressly empowered to award reasonable
      attorneys' fees and expenses to the prevailing party as well as all other
      remedies to which the party would be entitled if the dispute were
      resolved in court.  The arbitrator shall not have the authority to alter
      or amend any lawful policy, procedure or practice of the Companies or
      agreement to which the Companies are a party or the substantive rights or
      defenses of either party under any statute, contract, constitution or
      common law.  The decision and award of the arbitrators is final and
      binding.  The arbitrators shall promptly issue a written decision in
      support of their award.  Judgment upon the award rendered by the
      arbitrators may be entered in any court of competent jurisdiction.  The
      Federal Arbitration Act or any applicable state law shall govern the
      application and enforcement provision of this Section.

6.2   The article headings contained herein are for reference purposes only and
      shall not in any way affect the meaning or interpretation of this
      Agreement.

6.3   This Agreement sets forth the entire agreement and understanding of the
      parties relating to the subject matter hereof, and supersedes all prior
      agreements, arrangements and understandings, written or oral, relating to
      the subject matter hereof.



6.4   This Agreement may not be amended, modified, superseded or waived, except
      by a written instrument executed by both parties hereto, or in the case
      of a waiver, by the party waiving compliance.  The failure of either
      party at any time or times to require performance of any provision
      hereof, or any similar provision or policy applicable to any other
      individual, shall in no manner affect the right of either party at a
      later time to enforce the same.  No waiver by either party of the breach
      of any term or covenant contained in this Agreement whether by conduct or
      otherwise, in any one or more instances, shall be deemed to be, or
      construed as, a further or continuing waiver of any such breach, or a
      waiver of the breach of any other term or covenant contained in this
      Agreement.

6.5   This Agreement shall be subject to and governed by the laws of the State
      of Florida.

6.6   This Agreement may be executed in any number of counterparts each of
      which when so executed shall be deemed to be an original and all of which
      when taken together shall constitute one and the same agreement.

6.7   A telecopy signature on this Agreement shall have the same force and
      effect as an original signature.

7.    Severability

      If any provision of this Agreement is hereafter construed to be invalid
      or unenforceable in any respect, the same shall not affect the remaining
      provisions of this Agreement, without regard to the invalid portion, and
      any such invalid provisions shall be reformed and construed to the
      extent necessary to permit their enforceability so as to reflect the
      intent of the parties hereto.

8.    Representation

      The Companies and the Executive represent and warrant that each is fully
      authorized and empowered to enter into this Agreement and the performance
      of each of their respective obligations under this Agreement will not
      violate any agreement between each of them and any other person, firm or
      organization.

9.    Survivorship

      The respective rights and obligations of the Parties hereunder shall
      survive any termination of the Executive's employment or this Agreement
      to the extent necessary to the intended preservation of such rights
      and obligations.



10.   Successors and Assigns


      The respective rights and obligations of the Companies under this
      Agreement shall inure to the benefit of and shall be binding upon the
      respective successors and assigns of the Companies.  This Agreement is
      assignable by the Companies to any corporate entity which acquires
      directly or indirectly by merger, consolidation, purchase or otherwise,
      all or substantially all of the assets or stock of the Companies.  Upon
      such assignment, the Companies shall not be released from liability
      hereunder.   This Agreement shall not be assignable by the Executive, but
      may become part of the Executive's estate in case of death.

11.   Effective Date

      This Agreement shall become effective and enforceable on the execution of
      this Agreement by all Parties (the"Effective Date").

[Signatures on next page]




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

                                   PUEBLO INTERNATIONAL, LLC


                              By /s/ Steven I. Bandel
                              Name: Steven I. Bandel
                              Title:___________________________________


                              PUEBLO ENTERTAINMENT, INC.


                              By /s/Daniel J. O'Leary
                              Name: Daniel J. O'Leary
                              Title: Chief Financial Officer




                                    /s/ William T. Keon, III
                              William T. Keon, III


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WTK - AGREEMENT TEST