EX-10.12
                       EXECUTIVE EMPLOYMENT AGREEMENT


This Executive Employment Agreement ("Agreement") is made and
effective this July 1, 2000, by and between Platforms International
Corporation, an Oklahoma Corporation ("Company") and William Carl
Martin ("Executive").

NOW, THEREFORE, the parties hereto agree as follows:

1.  Enrollment:

Company hereby agrees to initially employ Executive as its Vice
President, Business Development and Executive hereby accepts such
employment in accordance with the terms of this Agreement and the
terms of employment applicable to regular employees of Company. In
the event of any conflict or ambiguity between the terms of this
Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control. Election or appointment of
Executive to another office or position, regardless of whether such
office or position is inferior to Executive's initial office or
position, shall not be a breach of this Agreement.

2.  Duties of Executive.

The duties of Executive shall include the performance of all of the
duties typical of the office held by Executive as described in the
bylaws of the Company and such other duties and projects as may be
assigned by a superior officer of the Company, if any, or the board
of directors of the Company.  Executive shall devote his entire
productive time, ability and attention to the business of the Company
and shall perform all duties in a professional, ethical and
businesslike manner. Executive will not, during the term of this
Agreement, directly or indirectly engage in any other business,
either as an employee, employer, consultant, principal, officer,
director, advisor, or in any other capacity, either with or without
compensation, without the prior written consent of Company.

3.  Compensation.

Executive will be paid compensation during this Agreement as follows:

A. A base salary of one hundred twenty-five thousand dollars
($125,000) per year, payable in installments according to the
Company's regular payroll schedule. The base salary shall be adjusted
at the end of each year of employment at the discretion of the board
of directors.

B. Stock Bonus.  Executive will be entitled to three million
(3,000,000) Shares of the Company's Common Stock at his completion of
twelve (12) months of service under this contract. These shares will
be issued at the first opportunity after Executive has completed the
first twelve (12)  months of service as Vice President, Business
Development when there are sufficient authorized shares to do so.
These shares shall vest to the Executive at a rate of one twelfth per
month starting as of July 1, 2000.

4.  Benefits.

A. Holidays.  Executive will be entitled to those Holidays the Chief
Executive Officer grants.

B. Vacation.  Following the first six (6) months of employment,
Executive shall be entitled to as many paid vacation days each year
as the Chief Executive Officer grants.

C. Sick Leave.  Executive shall be entitled to sick leave and
emergency leave according to the regular policies and procedures of
Company. Additional sick leave or emergency leave over and above paid
leave provided by the Company, if any, shall be unpaid and shall be
granted at the discretion of the board of directors.

D. Pension and Profit Sharing Plans.  Executive shall be entitled to
participate in any pension or profit sharing plan or other type of
plan adopted by Company for the benefit of its officers and/or
regular employees.

E. Automobile.  Company shall provide to Executive with an
automobile expense of six hundred dollars ($600) per month.

F. Expense Reimbursement.  Executive shall be entitled to
reimbursement for all reasonable expenses, including travel and
entertainment, incurred by Executive in the performance of
Executive's duties. Executive will maintain records and written
receipts as required by the Company policy and reasonably requested
by the board of directors to substantiate such expenses.

5.  Term and Termination.

The Initial Term of this Agreement shall commence on July 1, 2000 and
it shall continue in effect for a period of three (3) years.
Thereafter, the agreement shall be renewed upon the mutual agreement
of Executive and Company.  This Agreement and Executive's employment
may be terminated at Company's discretion during the Initial Term,
provided that Company shall pay to Executive an amount equal to
payment at Executive's base salary rate for the remaining period of
Initial Term, plus an amount equal to one hundred percent (100%) of
Executive's base salary.  In the event of such termination, Executive
shall not be entitled to any incentive salary payment or any other
compensation then in effect, prorated or otherwise.

B. This Agreement and Executive's employment may be terminated by
Company at its discretion at any time after the Initial Term,
provided that in such case, Executive shall be paid fifty percent
(50%) of Executive's then applicable base salary .In the event of
such a discretionary termination, Executive shall not be entitled to
receive any incentive salary payment or any other compensation then
in effect, prorated or otherwise.

C. This Agreement may be terminated by Executive at Executive's
discretion by providing at least thirty (30) days prior written
notice to Company. In the event of termination by Executive pursuant
to this subsection, Company may immediately relieve Executive of all
duties and immediately terminate this Agreement, provided that
Company shall pay Executive at the then applicable base salary rate
to the termination date included in Executive's original termination
notice.

D. In the event that Executive is in breach of any material
obligation owed Company in this Agreement, habitually neglects the
duties to be performed under this Agreement, engages in any conduct
which is dishonest, damages the reputation or standing of the
Company, or is convicted of any criminal act or engages in any act of
moral turpitude, then Company may terminate this Agreement upon five
(5) days notice to Executive. In event of termination of the
agreement pursuant to this subsection, Executive shall be paid only
at the then applicable base salary rate up to and including the date
of termination. Executive shall not be paid any incentive salary
payments or other compensation, prorated or otherwise.

E. In the event Company is acquired, or is the non-surviving party in
a merger, or sells all or substantially all of its assets, this
Agreement shall not be terminated and Company agrees to use its best
efforts to ensure that the transferee or surviving company is bound
by the provisions of this Agreement. .

6.  Notices.

Any notice required by this Agreement or given in connection with it,
shall in writing and shall be given to the appropriate party by
personal delivery or by certified mail, postage prepaid, or
recognized overnight delivery services:

If to Company:

Platforms International Corporation
8939 S. Sepulveda Blvd.
Suite 532
Los Angeles, CA 90045

If to Executive:

William Carl Martin
4524 Tujunga, Unit 9
Studio City, CA 91602

7.  Final Agreement.

This Agreement terminates and supersedes all prior understandings or
agreements on the subject matter hereof.  This Agreement may be
modified only by a further writing that is duly executed by both parties.

8.  Governing Law.

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

9.  Headings.

Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.

10.  No Assignment.

Neither this Agreement nor any or interest in this Agreement may be
assigned by Executive without the prior express written approval of
Company, which may be withheld by Company at Company's absolute discretion.

11.  Severability.

If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms will remain in full force and
effect as if such invalid or unenforceable term had never been included.

12.  Arbitration.

The parties agree that they will use their best efforts to amicably
resolve any dispute arising out of or relating to this Agreement. Any
controversy, claim or dispute that cannot be so resolved shall be
settled by final binding arbitration in accordance with the rules of
the American Arbitration Association and judgment upon the award
rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof.  Any such arbitration shall be conducted
in Los Angeles, California, or such other place as may be mutually
agreed upon by the parties. Within fifteen (15) days after the
commencement of the arbitration, each party shall select one person
to act as arbitrator, and the two arbitrators so selected shall
select a third arbitrator within ten (10) days of their appointment.
Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.

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

Platforms International Corporation


By: /s/  William C. Martin
William C. Martin
Chief Executive Officer


/s/  William Carl Martin
William Carl Martin