Exhibit 10.13


                              EMPLOYMENT AGREEMENT

               THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of July 9, 2002 between L90, Inc., a Delaware corporation d/b/a MaxWorldwide
(the "Company"), and William H. Mitchell (the "Employee").

                                  R E C I T A L

               The Company desires to employ the Employee, and the Employee
desires to be so employed by the Company, on the terms and subject to the
conditions set forth in this Agreement.

                                    AGREEMENT

               NOW, THEREFORE, in consideration of the premises and the mutual
promises set forth in this Agreement, the Company and the Employee hereby agree
as follows:

               1.  Employment.

              (a)  Subject to the terms and conditions contained herein, the
                   Company hereby agrees to employ the Employee, and the
                   Employee accepts such employment, from July 16, 2002 (the
                   "Effective Date") until the date such employment is
                   terminated pursuant to Section 4 of this Agreement. During
                   the Employee's employment under this Agreement, the Employee
                   shall perform such duties for the Company consistent with his
                   position as Chief Financial Officer as may from time to time
                   be assigned to the Employee by the Chief Executive Officer of
                   the Company and Employee shall report to the Chief Executive
                   Officer of the Company. The Employee shall have the title of
                   Chief Financial Officer and such other title or titles, if
                   any, as from time to time may be assigned to the Employee by
                   the Chief Executive Officer.

              (b)  Except as otherwise provided herein, the Employee will devote
                   substantially all his business time, energy, attention and
                   skill to the services of the Company and its affiliates and
                   to the promotion of their interests. So long as the Employee
                   is employed by the Company, the Employee shall not, without
                   the written consent of the Company:

                  (i)      engage in any other activity for compensation,
                         profit or other pecuniary advantage, whether received
                         during or after the term of this Agreement;

                  (ii)     render or perform services of a business,
                         professional, or commercial nature other than to or for
                         the Company, either alone


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                         or as an employee, consultant, director, officer, or
                         partner of another business entity, whether or not for
                         compensation, and whether or not such activity,
                         occupation or endeavor is similar to, competitive with,
                         or adverse to the business or welfare of the Company;
                         or

                  (iii)    invest in or become a shareholder of another
                         corporation or other entity; provided, that the
                         Employee's investment solely as a shareholder in
                         another corporation shall not be prohibited hereby so
                         long as such investment is not in excess of one percent
                         (1%) of any class of shares that are traded on a
                         national securities exchange.

               Notwithstanding the foregoing, the Employee may provide up to 10
days of services to Tally Systems Corporation ("Tally Service") during the first
year of Employee's employment; provided, however, that the Employee shall
provide the Chief Executive Officer with reasonable notice prior to any such
Tally Service; provided, further, that neither such Tally Service nor the
Employee's absence from the Company in connection with such Tally Service shall
adversely affect the business of the Company.

              (c)  Prior to or concurrently with the execution of this
                   Agreement, the Employee has executed an Employee Proprietary
                   Information, Trade Secret and Confidentiality Agreement (the
                   "Confidentiality Agreement"), an Insider Trading Policy and
                   an Employee Handbook.

               2.  Location of Employment. The Employee's principal place of
employment shall be at the executive offices of the Company located at New York
City, New York, or, as may be requested by the Chief Executive Officer, at any
other office of the Company or any of its affiliates currently or hereinafter
located in the metropolitan New York City area (including Westchester County) or
Connecticut; provided, that at the direction of the Chief Executive Officer, the
Employee may from time to time be required to travel to various domestic and
foreign locations. Notwithstanding the foregoing, for each year of full
employment, the Employee (upon reasonable notice to the Company) may work up to
six (6) days remotely from New Hampshire; provided, however, that the Company
shall not be liable to the Employee for any travel or related expenses in
connection therewith.

               3.  Compensation.

              (a)  In exchange for performance of the Employee's obligations and
                   duties under this Agreement, the Company shall pay the
                   Employee a base salary at an annual rate of $200,000.00,
                   payable in accordance with the Company's standard payroll
                   practices, but not less frequently than monthly. In any
                   payment period in which the Employee shall be employed for
                   less than the entire number of days in such payment period,


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                   the salary payable under Section 3(a) shall be prorated on
                   the basis of the number of days during which the Employee was
                   actually employed divided by the number of days in such
                   payment period.


              (b)  For each year of full service as an employee of the Company,
                   the Employee shall also be eligible to receive a
                   discretionary annual bonus which annual bonus will be at
                   least $25,000. The Employee's target bonus for the year
                   ending the first anniversary of Employee's employment with
                   Company will be $75,000.00. In addition, the Company shall
                   reimburse Employee up to $7,500 for reasonable expenses
                   incurred during the first 75 days following the Effective
                   Date relating to his relocation to New York (receipts to be
                   submitted with such reimbursement requests).


              (c)  The base salary described in subsection (a) hereof and the
                   bonus described in subsection (b) hereof are gross amounts,
                   and the Company shall be required to withhold from such
                   amounts deductions with respect to Federal, state and local
                   taxes, FICA, unemployment compensation taxes and similar
                   taxes, assessments or withholding requirements.


              (d)  Upon approval by the Compensation Committee of the Board of
                   Directors, the Company shall grant the Employee a stock
                   option pursuant to the Company's stock option plan to
                   purchase 200,000 shares of the Company's common stock with an
                   exercise price equal to the fair market value on the date of
                   grant (as determined in accordance with the Company's Stock
                   Option Plan). It is the Company's intention that the grant
                   date of such option be the Effective Date. Such option shall
                   vest in one-third (1/3) increments on the first, second and
                   third anniversaries of the date of grant, so long as the
                   Employee then remains a full-time employee of the Company.
                   Such option shall be an incentive stock option to the extent
                   permitted by law, with the balance being granted as a
                   non-qualified stock option. Such option shall be subject to
                   all terms of the Company's Stock Option Plan and the option
                   agreements between the Employee and the Company evidencing
                   such option.


              (e)  The Employee shall be entitled to 10 business days vacation
                   for the first full year of employment under this Agreement,
                   which vacation time will accrue in accordance with the
                   vacation policy of the Company. Thereafter, for each full
                   year of employment under this Agreement, the Employee shall
                   be entitled to 15 business days vacation, which vacation time
                   will accrue in accordance with the vacation policy of the
                   Company.

              (f)  The Employee shall be entitled to participate in all benefit
                   plans (including deferred compensation plans and any medical,
                   dental or life insurance plans) which shall be available from
                   time to time to the domestic management employees of the
                   Company generally, except to the extent


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                   such participation in any plan would, in the opinion of the
                   Chief Executive Officer, alter the intended tax treatment of
                   such plan; provided, however, that the Employee shall have no
                   right under this Agreement, except as set forth in Section
                   3(d) hereof, to participate in any stock option, stock
                   purchase or other plan relating to shares of capital stock of
                   the Company or its affiliates, which participation, if any,
                   shall be governed by separate agreement. The Employee
                   acknowledges and agrees that the Chief Executive Officer may
                   in its discretion terminate at any time or modify from time
                   to time any such benefit plans.

              (g)  Other than as expressly set forth in this Section 3, the
                   Employee shall not receive any other compensation or benefits
                   except to the extent determined by the Chief Executive
                   Officer.

              4.   Termination.

              (a)  The employment of the Employee under this Agreement may be
                   terminated by the Company upon giving the Employee notice if
                   the Employee has been unable to substantially discharge his
                   essential job duties by reason of illness or injury for
                   either (A) a period of two consecutive months or (B) twelve
                   weeks in any twelve-month period.

              (b)  The employment of the Employee under this Agreement shall
                   terminate on the date of the Employee's death.


              (c) (1)    The employment of the Employee under this Agreement may
                   be terminated by the Company for cause. The Company may
                   terminate the Employee for cause only after a Cause Event (as
                   hereinafter defined) has occurred. As used herein, a "Cause
                   Event" shall mean the following circumstances: (i) repeated
                   refusal or failure to perform any duties assigned to the
                   Employee by the Chief Executive Officer as are appropriate to
                   be performed by Chief Financial Officer and are commensurate
                   with such title and position, (ii) otherwise committed a
                   breach of the terms of this Agreement or any other legal
                   obligation to the Company, (iii) failed to perform any of the
                   Employee's material obligations under the Confidentiality
                   Agreement, (iv) demonstrated gross negligence or willful
                   misconduct in the execution of the Employee's assigned
                   duties, (v) been convicted of or pleaded nolo contendere to
                   (a) a felony or (b) any other serious crime involving fraud,
                   dishonesty, theft, misappropriation or embezzlement or which,
                   in the reasonable business judgment of the Chief Executive
                   Officer, results in a material adverse effect on the Company,
                   (vi) continual use of illegal drugs or of alcohol where such
                   use of alcohol interferes with the performance of Employee's
                   duties under this Agreement, (vii) engaged in business
                   practices which, in the opinion of the Chief Executive
                   Officer, are unethical or reflect


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                   adversely on the Company, (viii) misappropriated assets of
                   the Company or (ix) been repeatedly absent from work during
                   normal business hours for reasons other than disability or
                   vacation.

                   (2)    Within three months following the effective date of a
                   Change of Control, the employment of the Employee under this
                   Agreement may be terminated by the Employee upon delivery by
                   the Employee to the Chief Executive Officer of a written
                   notice of termination signed by the Employee stating that
                   Employee is terminating his employment hereunder as a result
                   of such Change of Control, if and only to the extent that,
                   following such Change of Control, the following occurs,
                   without Employee's consent, Employee's job title or
                   responsibilities are materially reduced. For purposes of this
                   Agreement, a "Change of Control" shall mean: (i) the
                   acquisition by any person, entity or group (within the
                   meaning of Section 13(d)(3) of the Securities Exchange Act of
                   1934, as amended (the "Exchange Act")) after the date hereof
                   of the beneficial ownership of more than fifty percent (50%)
                   of the total combined voting power of all outstanding
                   securities of the Company; (ii) a merger or consolidation in
                   which the Company is not the surviving entity, except for a
                   transaction in which the stockholders of the Company
                   immediately prior to such merger or consolidation hold, in
                   the aggregate, securities possessing more than fifty percent
                   (50%) of the total combined voting power of all outstanding
                   voting securities of the surviving entity immediately after
                   such merger or consolidation; (iii) a reverse merger in which
                   the Company is the surviving entity but in which securities
                   possessing more than fifty percent (50%) of the total
                   combined voting power of all outstanding voting securities of
                   the Company are transferred to or acquired by a person or
                   entity different from the persons or entities holding those
                   securities immediately prior to such merger; (iv) the sale,
                   transfer or other disposition (in one transaction or a series
                   of related transactions) of all or substantially all of the
                   assets of the Company; or (v) a change in the composition of
                   the Board which is the direct result of a proxy solicitation
                   and contest pursuant to the Exchange Act such that the
                   members of the Board immediately prior to the commencement of
                   such solicitation and contest no longer constitute a majority
                   of the Board after the conclusion of such solicitation and
                   contest.


              (d)  The employment of the Employee under this Agreement shall
                   terminate upon receipt by the Chief Executive Officer of a
                   written notice of resignation signed by the Employee or, if
                   no notice is given, on the date on which the Employee
                   voluntarily terminates his employment relationship with the
                   Company.




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              (e)  In addition to the circumstances described in subsections
                   (a), (b), (c)(1) and (d) above, the Company may terminate the
                   Employee's employment for any reason or no reason and with or
                   without cause or prior notice. The Employee understands that,
                   subject to subsections (f)(iii) and (f)(iv) below, he is an
                   at-will employee and may be terminated by the Company without
                   cause or prior notice pursuant to this subsection (e)
                   notwithstanding any other provision contained in this
                   Agreement. This at-will relationship will remain in effect
                   during the term of this Agreement and so long thereafter
                   provided that the Employee remains employed by the Company,
                   unless such at-will employment relationship is modified by a
                   specific, express written agreement signed by the Company.


              (f)  If the Employee's employment is terminated pursuant to this
                   Section 4 or for any other reason, the Employee shall not be
                   entitled to any compensation or benefits from the Company,
                   under Section 3 of this Agreement or otherwise, except for
                   the following:

                  (i)      base salary and vacation pay accrued, and reasonable
                         business expenses incurred, under Section 3 of this
                         Agreement through the date of such termination;

                  (ii)     such benefits, if any, as may be required to be
                         provided by the Company under the Comprehensive Omnibus
                         Budget Reconciliation Act (COBRA) or as required by
                         under the terms of any death, insurance or retirement
                         plan, program or agreement provided by the Company and
                         to which the Employee is a party or in which the
                         Employee is a participant, including, but not limited
                         to, any short-term or long-term disability plan or
                         program, if applicable;

                  (iii)    if the Employee's employment is terminated without
                         cause pursuant to subsection (e) above prior to August
                         16, 2002, the Company shall continue to pay to the
                         Employee the base salary described in Section 3(a)(i)
                         above for a period of 30 days following the date of
                         such termination of employment; and


                  (iv)     if the Employee's employment is terminated without
                         cause pursuant to subsection (e) above on or after
                         August 16, 2002, or the Employee terminates his
                         employment on or after August 16, 2002 pursuant to
                         subsection (c)(2) above, the Company shall continue to
                         pay to the Employee the base salary described in
                         Section 3(a)(i) above for a period of six (6) months
                         following the date of such termination of employment.


               5.  Employee's Representations.


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              (a)  into this Agreement and that he is free to enter into this
                   Agreement and not under any contractual restraint which
                   would prohibit the Employee from satisfactorily performing
                   his duties to the Company under this Agreement.

              (b)  The Employee acknowledges that he is free to seek advice
                   from independent counsel with respect to this Agreement. The
                   Employee has either obtained such advice or, after carefully
                   reviewing this Agreement, has decided to forego such advice.
                   The Employee is not relying on any representation or advice
                   from the Company or any of its officers, directors,
                   attorneys or other representatives regarding this Agreement,
                   its content or effect.

               6.  Arbitration. Any controversy or claim arising out of or
relating to this Agreement or any breach hereof or the Employee's employment by
the Company or termination thereof, shall be settled by arbitration by one
arbitrator in accordance with the rules of the American Arbitration Association,
and judgment upon such award rendered by the arbitrator may be entered in any
court having jurisdiction thereof. The arbitration shall be held in the City of
New York or such other place as may be agreed upon at the time by the parties to
the arbitration.

               7.  Equitable Relief. The Employee acknowledges that the Company
is relying for its protection upon the existence and validity of the provisions
of this Agreement, that the services to be rendered by the Employee are of a
special, unique and extraordinary character, and that irreparable injury will
result to the Company from any violation or continuing violation of the
provisions of this Agreement for which damages may not be an adequate remedy.
Accordingly, the Employee hereby agrees that in addition to the remedies
available to the Company by law or under this Agreement, the Company shall be
entitled to obtain such equitable relief as may be permitted by law in a court
of competent jurisdiction including, without limitation, injunctive relief from
any violation or continuing violation by the Employee of any term or provision
of this Agreement.

               8.  Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the internal substantive laws (without
regard to choice of law principles) of the State of New York.

               9.  Entire Agreement. This Agreement constitutes the whole
agreement of the parties hereto in reference to any employment of the Employee
by the Company and in reference to any of the matters or things herein provided
for or hereinabove discussed or mentioned in reference to such employment; all
prior agreements, promises, representations and understandings relative thereto
being herein merged.

               10. Assignability.


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              (a)  In the event the Company shall merge or consolidate with any
                   other corporation, partnership or business entity, or all or
                   substantially all of the Company's business or assets shall
                   be transferred in any manner to any other corporation,
                   partnership or business entity, then such successor to the
                   Company shall thereupon succeed to, and be subject to, all
                   rights, interests, duties and obligations of, and shall
                   thereafter be deemed for all purposes hereof to be, the
                   "Company" under this Agreement.

              (b)  This Agreement is personal in nature and the Employee shall
                   not, without the written consent of the Company, assign or
                   transfer this Agreement or any rights or obligations
                   hereunder.

              (c)  Except as set forth in subsection (a) above, nothing
                   expressed or implied in this Agreement is intended or shall
                   be construed to confer upon or give to any person, other than
                   the parties to this Agreement, any right, remedy or claim
                   under or by reason of this Agreement or of any term, covenant
                   or condition of this Agreement.

               11. Amendments; Waivers. This Agreement may be amended, modified,
superseded, canceled, renewed or extended and the terms or covenants of this
Agreement may be waived only by a written instrument executed by the parties to
this Agreement or, in the case of a waiver, by the party waiving compliance. Any
such written instrument must be approved by the Board to be effective as against
the Company. The failure of any party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
right at a later time to enforce the same. No waiver by any party of the breach
of any term or provision 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.

               12. Notice. All notices, requests or consents required or
permitted under this Agreement shall be made in writing and shall be given to
the other party by personal delivery, overnight air courier (with receipt
signature) or facsimile transmission (with "answerback" confirmation of
transmission), if to the Company, sent to such party's addresses or telecopy
number as are set forth below such party's signature to this Agreement, and if
to the Employee, to his address as set forth in the records of the Company, or
such other addresses or telecopy numbers of which the parties have given notice
pursuant to this Section 12. Each such notice, request or consent shall be
deemed effective upon the date of actual receipt, receipt signature or
confirmation of transmission, as applicable.

               13. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions


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hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

               14. Survival. The representations and agreements of the Employee
set forth in Sections 5, 6 and 7 of this Agreement shall survive the expiration
or termination of this Agreement (irrespective of the reason for such expiration
of termination).

               15. Attorney's Fees. If any party to this Agreement seeks to
enforce his or its rights under this Agreement, the prevailing party shall be
entitled to recover reasonable fees, costs and expenses incurred in connection
therewith including, without limitation, the fees, costs and expenses of
attorneys, accountants and experts, whether or not litigation is instituted, and
including such fees, costs and expenses of appeals.


                            [Signature Page Follows]


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                    [Signature Page to Employment Agreement]



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

                                    L90, INC.,
                                    a Delaware corporation d/b/a MaxWorldwide



                                    By
                                       -----------------------------
                                    An Authorized Officer


                                    Address for Notices:

                                    4499 Glencoe Avenue
                                    Marina del Rey, California  90292
                                    Attention:  Chief Executive Officer
                                    Telecopy:  (310) 578-9942

                                    EMPLOYEE:



                                    ----------------------------
                                    William H. Mitchell