EXHIBIT 10.35


                      LAS VEGAS ENTERTAINMENT NETWORK, INC.
                              EMPLOYMENT AGREEMENT
                                      WITH
                                JOSEPH A. CORAZZI



                  This Employment  Agreement (this "Agreement"),  by and between
Las Vegas Entertainment  Network,  Inc., a Delaware corporation (the "Company"),
and Joseph A.  Corazzi  ("Executive"),  effective  as of  October  1, 1997,  was
authorized by the Compensation Committee ("Committee") of the Company's Board of
Directors (the "Board") on October ____, 1997.

                                                   RECITALS

                  A.  The  Committee   desires  to  provide  for  the  continued
employment of Executive and to make certain  changes in  Executive's  employment
arrangements  with the Company which the Committee has determined will reinforce
and  encourage  the  continued  attention  and  dedication  of  Executive to the
Company's business as a member of the Company's management. Executive is willing
to commit  himself to continue to serve the Company on the terms and  conditions
herein provided.

               B.   The  Company  and  Exeuctive   previsouly  entered  into  an
                    Employment  Agreement,  dated  March  1,  1995  (the  "Prior
                    Employment Agreement").

               C.   The  Company  and  Executive  wish to  terminate  the  Prior
                    Employment  Agreement  and  to  enter  into  this  Agreement
                    pursuant to the terms and conditions stated herein.

                  D.  The  Committee   fully   recognizes  that  the  continuing
possibility  of a  change  in  the  control  of the  Company  is  unsettling  to
Executive.  Therefore,  the  arrangements set forth below are being made to help
assure a  continuing  dedication  by  Executive  to his  duties  to the  Company
notwithstanding  the occurrence or potential  occurrence of a change in control.
In particular,  the Committee believes it important,  should the Company receive
proposals  from third parties with respect to its future,  to enable  Executive,
without being influenced by the  uncertainties  of his own situation,  to assess
and advise the Company  whether such proposals would be in the best interests of
the Company and its  shareholders  and to take such other action  regarding such
proposals as the Board of Directors might determine to be appropriate.

                                                  AGREEMENT

                  In consideration of the premises and the respective  covenants
and  agreements  of the parties  herein  contained,  and intending to be legally
bound hereby, the parties hereto agree as follows:

          1.   Employment.  The  Company  hereby  agrees to  continue  to employ
               Executive,  and Executive  hereby agrees to continue to serve the
               Company, pursuant to the terms and conditions set forth herein.

                  2. Term.  The term of  employment  of Executive by the Company
pursuant to the terms of this  Agreement  will  commence on October 1, 1997 (the
"Effective Date"), and end on September 30, 2002 (the "Initial Term"); provided,
however,  that if the Company fails to notify  Executive in writing on or before
October  1, 2001 of its desire to have this  Agreement  expire at the end of its
Initial Term,  this Agreement shall be  automatically  extended for another term
(the

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"Subsequent  Term")  ending on the  sixth  anniversary  of the date  upon  which
Executive  receives  written notice of the Company's  election to terminate this
Agreement. Such notice may be given at anytime during the term of this Agreement
and shall be effective (i) on the fifth  anniversary  of this Agreement if given
on or before  October 1,  2001,  or (ii) the sixth  anniversary  of the date the
termination  notice is given to Executive,  if given after October 1, 2001. This
Agreement shall terminate at the end of the Initial Term or Subsequent  Term, as
applicable (the "Expiration Date"), unless sooner terminated pursuant to Section
7 hereof.  The period  from the  Effective  Date to the date this  Agreement  is
terminated is referred to herein as the "Employment Period."

                  3.       Duties.

               (a)  The  Executive  shall be elected  Chairman  of the Board and
                    Chief  Executive   Officer  of  the  Company  and,  in  such
                    capacity, he shall supervise and direct the entire operation
                    of the Company and perform such additional duties related to
                    the  business and affairs of the Company as may be delegated
                    to him  from  time  to  time  by the  Board;  provided  that
                    Executive's   duties   and    responsibilities    shall   be
                    commensurate  with and similar to those generally  exercised
                    and assigned during the 90-day period immediately  preceding
                    the Effective Date.

               (b)  During the Employment  Period,  and excluding any periods of
                    vacation  and sick  leave to which  Executive  is  entitled,
                    Executive  shall devote his  reasonable  attention  and time
                    during normal  business hours to the business and affairs of
                    the Company and use his  reasonable  best efforts to perform
                    faithfully,  fully,  competently  and efficiently the duties
                    and responsibilities  assigned to him hereunder.  During the
                    Employment  Period,  it  shall  not be a  violation  of this
                    Agreement for Executive to (i) serve on corporate,  civil or
                    charitable  boards  or  committees,   (ii)  manage  personal
                    investments  and/or business affairs,  or (iii) to engage in
                    other business or profit oriented ventures or enterprises so
                    long as such activities do not materially interfere with the
                    performance of Executive's  responsibilities  as an employee
                    of the Company in accordance with this Agreement.

                  4.  Place  of  Performance.   During  the  Employment  Period,
Executive  shall be based and his services  shall be performed at the  Company's
principal executive office.  Executive agrees and acknowledges that his services
hereunder  may  require  reasonable  travel  in  connection  with the  Company's
business  to an extent  consistent  with  Executive's  present  business  travel
obligations.

                  5.       Compensation and Related Matters.

               (a)  Salary. As of the Effective Date,  Executive's  minimum base
                    salary  ("Salary")  shall be Three  Hundred  Fifty  Thousand
                    Dollars ($350,000) per annum,  payable as nearly as possible
                    in equal monthly or semi-monthly  installments in accordance
                    with the payroll  practices  of the Company  which may be in
                    effect from time to time and subject to such  withholding as
                    may be required by law. Executive may elect to defer payment
                    of  any   portion   or  all  of  his  Salary  or  any  other
                    compensation payable hereunder pursuant to the provisions of
                    any  deferred  compensation  plan that the Company may adopt
                    from time to time.

               (b)  Employee Benefit Plans.  Executive shall  participate in any
                    incentive compensation plan, pension or profit sharing plan,
                    stock   purchase  or  stock  option  plan,   group   health,
                    disability, life, dental or hospitalization plans, and other
                    benefit  plans  maintained  by the Company for its executive
                    employees  in  accordance  with  the  terms  and  conditions
                    thereof;  provided,  that Executive shall be eligible to and
                    shall participate in such benefit plans.

                    (c)  Payment Upon a Change in Control. Upon the consummation
                         of a  definitive  agreement  by  the  Company  and  the
                         purchaser thereunder providing for a Change of Control,

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the Company shall pay  Executive a lump sum cash payment of Two Million  Dollars
($2,000,000)  (the  "Change in Control  Payment"),  regardless  of whether  this
Agreement is terminated as a result of the Change in Control. Such payment shall
be in  addition  to all other  compensation  payable  to  Executive  under  this
Agreement. For the purposes of this Agreement, a "Change of Control" shall mean:

(i)  The  transfer,  either  directly  or  indirectly,  or  through  one or more
     intermediaries,  of beneficial  ownership (within the meaning of Rule 13d-3
     promulgated  under the  Securities  Exchange Act of 1934) of 50% or more of
     either the then  outstanding  shares of common stock or the combined voting
     power of the Company's then outstanding voting securities  entitled to vote
     generally  in the  election  of  directors,  or the last of any  series  of
     transfers that results in the transfer of beneficial  ownership (within the
     meaning of Rule 13d-3  promulgated  under the  Securities  Exchange  Act of
     1934) of 50% or more of either the then outstanding  shares of common stock
     or the  combined  voting power of the  Company's  then  outstanding  voting
     securities entitled to vote generally in the election of directors; or

(ii) Approval  by  the   stockholders   of  the  Company  of  (A)  a  merger  or
     consolidation,  with respect to which persons who were the  stockholders of
     the  Company  immediately  prior to such  merger or  consolidation  do not,
     immediately  thereafter,  own more than 50% of the  combined  voting  power
     entitled to vote  generally  in the  election of directors of the merged or
     consolidated  company's  then  outstanding  voting  securities,  or  (B)  a
     liquidation  or  dissolution  of the  Company  or (C)  the  sale  of all or
     substantially all of the assets of the Company; or

(iii)The transfer of more than 50% of the assets of the Company,  or the last of
     any series of related  transfers  that results in the transfer of more than
     50% of the assets of the Company;

provided  in each  case the cash paid  plus the fair  market  value of any other
consideration given for the Company's securities or assets, as applicable,  when
equated to a per share price for the  Company's  common  stock,  exceeds by more
than fifteen  percentage  points the average price of the Company's common stock
over the 90-day period immediately preceding the event giving rise to the Change
in Control.

(d)  Annual Bonus. In addition to the  compensation set forth above, the Company
     may pay to Executive, for each of the Company's fiscal years ending with or
     within  the  Employment  Period,  an annual or other  periodic  bonus  (the
     "Bonus") in such amounts as the  Compensation  Committee shall determine in
     its sole  discretion  based on the Company's  earnings and  performance and
     Executive's contributions thereto.

(e)  Expenses.   During  the  Employment  Period,  the  Company  shall  promptly
     reimburse  Executive for all reasonable  expenses  incurred by Executive in
     performing his services hereunder, including, but not limited to, telephone
     and telefax  expenses,  entertainment  expenses,  travel expenses,  and all
     living  expenses  while away from home on business,  provided that all such
     expenses are incurred and accounted for in accordance with the policies and
     procedures established by the Company.

(f)  Car  Allowance.  The Company  shall  furnish  Executive  with an automobile
     during the  Employment  Period for his  exclusive  use and shall  reimburse
     Employee for all expenses  incurred by him in operating and maintaining the
     automobile during such period.

(g)  Retirement  Benefit.  If Executive  has been employed by the Company for at
     least ten (10)  years on the Date of  Termination  (as  defined  in Section
     7(g)), including any period of service predating the Effective Date of this
     Agreement, and such termination is other

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than by reason of Sections  7(a)  (death),  or (c)  (cause),  the Company  shall
provide  Executive  with an annual  retirement  benefit  (payable  in monthly or
semi-monthly  installments commencing with the calendar month following the date
of his  employment  termination)  equal to fifty  percent  (50%) of the  average
annual  Salary and Bonus  received by Executive  under  Sections 5(a) and (d) of
this  Agreement  for the  twenty-four  (24)  calendar  month period  immediately
preceding the date of employment termination.

(h)  Parking.  During the Employment  Period, the Company will provide Executive
     with free parking for his automobile at the Company's  principal  executive
     office.

                  6.  Directorship.  Executive  agrees to serve as a director of
the Company and its subsidiaries if requested to do so by the Board. The Company
shall indemnify Executive for any and all liability (including  attorneys' fees)
incurred by Executive in connection with serving the Company in any and all such
capacities  (including  in his  capacity  as an officer  and/or  employee of the
Company and/or its subsidiaries),  to the maximum extent permitted by applicable
state law.  Executive shall be entitled to receive such additional  compensation
for  serving  on the  Company's  Board of  Directors  as the Board may  approve.
Executive  further  agrees that,  upon  termination  of his  employment  for any
reason, he will resign any directorship held with respect to the Company and its
subsidiaries,  effective  as of the Date of  Termination  (as defined in Section
7(g)).

7.   Termination. Executive's employment hereunder may be terminated without any
     breach of this Agreement only under the following  circumstances  set forth
     in Sections 7(a), (b), (c), (d) and (e) below:

(a)  Death. Executive's employment hereunder shall terminate upon his death.

(b)  Disability. If the Company determines in good faith that the Disability (as
     defined  below) of Executive has occurred,  the Company may give  Executive
     written notice of its intention to terminate Executive's employment. If the
     Company delivers written notice of termination to Executive pursuant to the
     preceding  sentence,  and Executive  shall have been absent from his duties
     hereunder on a full-time basis for the entire period of one-hundred  eighty
     (180) consecutive days, and within thirty (30) days after written notice of
     termination is received by Executive,  Executive shall not have returned to
     full-time performance of his duties hereunder,  then Executive's employment
     hereunder  shall  terminate  effective on the 30th day after such notice of
     termination  is  received by  Executive.  For  purposes of this  Agreement,
     "Disability"  means sickness or physical or mental disability which renders
     Executive  unable to devote his full time and attention to  performing  his
     duties  under  this   Agreement  for  one  hundred  eighty  (180)  or  more
     consecutive days.

(c)  Cause.  The Company may  terminate  Executive's  employment  hereunder  for
     Cause. For purposes of this Agreement,  "Cause" means (i) the conviction of
     Executive of a felony,  provided such  conviction is a final  determination
     and not  subject  to  further  appeal,  or (ii) the  willful  breach of any
     material  provision of this  Agreement  by  Executive  (other than any such
     failure  resulting from his incapacity due to physical or mental  illness),
     and  which is not  remedied  within  fifteen  (15)  days  after a notice of
     termination  is received by  Executive  that  specifically  identifies,  as
     required below, the facts and circumstances  leading the Company to believe
     that Executive has willfully violated this Agreement.  For purposes of this
     subsection,  no act,  or  failure  to act,  on  Executive's  part  shall be
     considered  "willful"  unless done,  or omitted to be done, by Executive in
     bad faith and without  reasonable belief that his action or omission was in
     the best interests of the Company. Notwithstanding the foregoing, Executive
     shall  not be  deemed  to  have  been  terminated  for  Cause  without  (i)
     reasonable  notice  to  Executive  setting  forth  the  reasons,  facts and
     circumstances  for the Company's  intention to terminate for Cause, (ii) an
     opportunity for Executive, together with his

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counsel,  to be heard  before  the  Board of  Directors  and (iii)  delivery  to
Executive of a notice of termination from the Board of Directors finding that in
their good faith  opinion  Executive  was guilty of the conduct set forth above,
and specifying the particulars thereof in reasonable detail.

(d)  Termination  by Executive  for Good Reason.  Executive  may  terminate  his
     employment hereunder for Good Reason. For purposes of this Agreement, "Good
     Reason"  shall mean,  without  Executive's  express  written  consent,  the
     occurrence (a "Change") of any of the following circumstances:

(i)  a significant adverse alteration or diminution in the nature of Executive's
     duties or  responsibilities  from those in effect immediately prior to such
     Change,  other than  insubstantial  actions that are fully corrected within
     thirty (30) days after receipt of written notice from Executive; or

(ii) any  failure  by  the  Company  to  comply  substantially  with  any of the
     provisions of Section 5 of this Agreement, other than insubstantial actions
     that are fully  corrected  within thirty (30) days after receipt of written
     notice from Executive; or

(iii)any  purported  termination  by  the  Company  of  Executive's   employment
     otherwise than as expressly permitted by this Agreement, including, but not
     limited to, any purported  termination  which is not effected pursuant to a
     Notice of Termination  satisfying the  requirements  of Section 7(f) hereof
     (and, if applicable, the requirements of Section 7(c) hereof) (for purposes
     of this Agreement, no such purported termination shall be effective); or

(iv) any failure by the Company to comply with any  material  provision  of this
     Agreement  that has not been cured within  thirty (30) days after notice of
     such noncompliance has been given by Executive to the Company; or

(v)  The Board of Directors  shall  authorize and direct  Executive to cause the
     Company to enter into a transaction which would, in Executive's  considered
     judgment,  materially  injure the reputation  and business  standing of the
     Company,  after  Executive has provided to the Board in writing his reasons
     why such transaction should not be effected and why it would result in such
     material injury.

Executive's  right to  terminate  his  employment  pursuant to this Section 7(d)
shall not be affected  by his  incapacity  due to  physical  or mental  illness.
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason hereunder.

(e)  Expiration of Term. This Agreement shall terminate upon the Expiration Date
     as set  forth in  Section  2, if not  earlier  terminated  pursuant  to the
     provisions of this Section 7.

(f)  Notice of  Termination.  Any  termination of Executive's  employment by the
     Company or by Executive  (other than a termination  pursuant to subsections
     (a) and (e) of this Section 7) shall be  communicated by written "Notice of
     Termination" to the other party.  For purposes of this Agreement,  a Notice
     of  Termination  shall  mean a notice  which  (i)  indicates  the  specific
     termination  provision in this  Agreement  relied upon,  (ii) sets forth in
     reasonable  detail the facts and  circumstances  claimed to provide a basis
     for termination of Executive's employment under the provision so indicated,
     and (iii) if the Date of Termination  (as defined in Section 7(g)) is other
     than the date of receipt of such notice,  specifies  the  termination  date
     (which date shall not be less than  fifteen  (15) days after the receipt of
     such notice). The failure by Executive or the Company to set forth in the

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Notice of Termination any fact or circumstance which contributes to a showing of
Good Reason or Cause, as the case may be, shall not waive any right of Executive
or the  Company,  as the case may be,  hereunder  or preclude  Executive  or the
Company,  as the  case may be,  from  asserting  such  fact or  circumstance  in
enforcing his or its rights hereunder.

(g)  Date of Termination.  "Date of  Termination"  shall mean (i) if Executive's
     employment  is  terminated  by his death,  the date of his  death,  (ii) if
     Executive's  employment  is terminated  pursuant to  subsection  (b) hereof
     (relating to  Disability),  thirty (30) days after Notice of Termination is
     received by Executive  (provided that Executive  shall not have returned to
     the  performance  of his duties on a  full-time  basis  during  such thirty
     (30)-day period), (iii) if Executive's employment is terminated pursuant to
     subsection (c) hereof  (relating to Cause),  fifteen (15) days after Notice
     of Termination is received by Executive,  (iv) if Executive's employment is
     terminated  pursuant to subsection (d) hereof  (relating to termination for
     Good Reason),  thirty (30) days after the Notice of Termination is received
     by  the  Company,  (v)  if  Executive's   employment  is  terminated  under
     subsection (e) hereof on the Expiration Date as set forth in Section 2, and
     (vi) if Executive's employment is terminated for any other reason, the date
     specified in the Notice of Termination.

                  8.       Compensation Upon Termination.

(a)  If  Executive's  employment  is  terminated  by  reason  of  his  death  or
     Disability  pursuant to Section 7(a) or (b), this Agreement shall terminate
     without further obligations to Executive's legal representatives under this
     Agreement;  provided,  however, that Executive or his legal representatives
     shall receive

(i)  all compensation and obligations accrued or earned by Executive through the
     Date of Termination (including any payments due under Section 5(c) hereof);

(ii) any accrued vacation pay not yet paid by the Company;

(iii)a lump sum cash payment equal to the amount of Salary that Executive  would
     have been entitled to receive pursuant to Section 5(a) hereof from the Date
     of Termination  through and including the Expiration  Date if Executive had
     been  employed  by the  Company  through  the  Expiration  Date  (with  the
     Expiration  Date  determined by assuming that a Notice of  Termination  was
     given to Executive on the Date of Termination); and

(iv) in the case of a  termination  under  Section  7(b),  the Company  shall be
     obligated to make the payments  required under Section 5(g) (if applicable)
     for the remainder of Executive's life.

All of the  amounts  set forth in clauses  (i),  (ii) and (iii) shall be paid to
Executive,  Executive's estate or Executive's beneficiaries, as applicable, in a
lump  sum cash  payment  within  ninety  (90)  days of the Date of  Termination.
Anything  in  this  Agreement  to the  contrary  notwithstanding,  Executive  or
Executive's family, as the case may be, shall be entitled to receive benefits at
least equal to the most favorable  benefits  provided by the Company to families
of disabled or deceased employees of the Company, as the case may be, under such
plans relating to benefits for families of disabled or deceased employees of the
Company,  as the case may be,  if any,  in  accordance  with the most  favorable
practices of the Company in effect at any time during the Employment Period.

(b)  If Executive's  employment shall be terminated by the Company for Cause, or
     by Executive other than for Good Reason, or should this Agreement terminate
     pursuant to Section 7(e), the Company shall pay Executive all  compensation
     and obligations accrued or earned by

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Executive  through the Date of Termination and any accrued  vacation pay not yet
paid by the Company (the "Accrued Compensation").  All such Accrued Compensation
shall be paid to Executive in a lump sum in cash within  ninety (90) days of the
Date of Termination.  Other than the payment of such Accrued  Compensation,  the
Company shall have no further  obligation to Executive  under this Agreement and
Executive  acknowledges  and agrees that this Section 8(b) states his entire and
exclusive rights, entitlements and remedies against the Company, its successors,
assigns,  affiliates,  employees  and  representatives  in  connection  with the
termination  of his  employment  by the Company for Cause or by Executive  other
than for Good Reason.

(c)  If (i) in breach of this Agreement, the Company shall terminate Executive's
     employment other than pursuant to Section 7(a) (relating to death), Section
     7(b)  (relating to  Disability),  or Section  7(c)  (relating to Cause) (it
     being understood that a purported  termination  pursuant to Section 7(b) or
     7(c) hereof  which is  disputed  and  finally  determined  not to have been
     proper shall be a termination by the Company in breach of this  Agreement),
     or (ii) Executive shall terminate his employment for Good Reason, then

(A)  the Company shall make a lump sum payment of cash to Executive equal to the
     sum of the amounts set forth in Section 5(c) (if  applicable)  and Sections
     8(a)(i), (ii) and (iii) within ninety (90) days of the Date of Termination;

(B)  the Company shall pay Executive the retirement benefit set forth in Section
     5(g) (if applicable) for the remainder of his life;

(C)  the  Company  shall pay  Executive  a lump sum in cash equal to the present
     value of all  additional  accrued  benefits,  as  calculated  by an actuary
     selected by Executive using reasonable assumptions, so long as the interest
     rate assumption is one percentage point less than the "Applicable  Interest
     Rate"  (as  defined  in  Section  411(a)(11)(B)  (ii)  of the  Code),  that
     Executive  would have  received  under all  pension  and  retirement  plans
     maintained by the Company,  if Executive's  employment would have continued
     through the Expiration Date (determined by assuming that Executive received
     a Notice  of  Termination  on the Date of  Termination),  disregarding  any
     limitation imposed by law on an amount payable by a qualified pension plan,
     less any amounts which will be paid by such plans; provided,  however, that
     for purposes of calculating the Company's payment to Executive  pursuant to
     this subsection (c), Executive shall be deemed to be 100% vested in any and
     all applicable  employee pension plans as of the last day of the Employment
     Period;  and provided further,  that if any pension plan in which Executive
     participates  shall  be  discontinued,  for  purposes  of  calculating  the
     Company's  payment to  Executive  pursuant  to this  subsection  (c),  such
     discontinued  plan  shall be deemed to have been in full  force and  effect
     without interruption for the entire Employment Period;

(D)  through the Expiration  Date, the Company shall continue all other benefits
     to Executive  and/or  Executive's  family at least equal to those  benefits
     which would have been provided to Executive  and/or  Executive's  family in
     accordance with the plans, programs,  practices and policies referred to in
     this  Agreement if Executive had been  employed by the Company  through the
     Expiration  Date (with the  Expiration  Date  determined  by assuming  that
     Executive received a Notice of Termination on the Date of Termination);

(E)  any stock options to purchase stock of the Company held by Executive on the
     Date of Termination which are not at such time currently exercisable shall,
     as of that date, automatically become exercisable;

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(F)  all shares of stock of the Company held by Executive  under any  restricted
     stock  plan  which  are  still  subject  to  restrictions  on the  Date  of
     Termination  shall,  as of  that  date,  automatically  become  free of all
     restrictions;

(G)  the Company will provide  Executive with suitable office space  (equivalent
     to that  occupied by Executive at the time of the Date of  Termination  and
     private secretarial services in Los Angeles away from the Company's offices
     for a period of two (2) years following the Date of Termination; and

(H)  the Company shall, at Executive's election,  either (A) reimburse Executive
     for all expenses  incurred by him in finding new employment  plus the costs
     of moving  Executive and his family and  possessions to a new location;  or
     (B) pay Executive One Hundred  Thousand  Dollars  ($100,000) in cash within
     ninety (90) days of the Date of Termination.

                  Other than the  payment of the amounts set forth above in this
Section 8(c), the Company shall have no further  obligations to Executive  under
this  Agreement  and  Executive  acknowledges  and agrees that this Section 8(c)
states his entire and exclusive  rights,  entitlements  and remedies against the
Company, its successors,  assigns, affiliates,  employees and representatives in
connection  with the  termination  by the  Company of his  employment  under the
circumstances described in Section 8(c)(i) or by Executive for Good Reason under
Section 8(c)(ii).

                  9.  Nondisclosure.  Executive  agrees not to disclose,  either
while in the  Company's  employ or at any time  thereafter,  to any  person  not
employed on a full-time basis by the Company or its  affiliates,  or not engaged
to render  services  to the  Company or its  affiliates,  except  with the prior
written consent of an officer  authorized to act in the matter by the Board, any
confidential  information  obtained  by  Executive  while in the  employ  of the
Company,  provided,  however,  that this provision shall not preclude  Executive
from the use or disclosure of  information  known  generally to the public or of
information  not  treated as  confidential  by the  Company  or from  disclosure
required by law or court order. The agreement made in this Section 9 shall be in
addition to, and not in limitation or derogation of, any  obligations  otherwise
imposed  by  law  or  by  separate   agreement  upon  Executive  in  respect  of
confidential information of the Company.

                  10.      Successors; Binding Agreement.

(a)  The Company will use its best efforts to require any and all  successors to
     all or substantially  all of the business and/or assets of the Company,  by
     agreement in form and substance  satisfactory  to  Executive,  to expressly
     assume and agree to perform  this  Agreement  in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. Failure of the Company to obtain such agreement
     prior to the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle  Executive to terminate his employment for Good
     Reason.  As used in this  Agreement,  "Company"  shall mean the  Company as
     herein before  defined and any  successor to its business  and/or assets as
     aforesaid  which  executes and delivers the agreement  provided for in this
     Section 10 or which otherwise becomes bound by all the terms and provisions
     of this Agreement by operation of law.  Executive  agrees and  acknowledges
     that the  provisions  of this  Section 10 do not apply to a merger in which
     the Company is the  surviving  corporation  (it being  understood  that the
     Company's obligations hereunder would be unaffected thereby).

(b)  Since this  Agreement is based upon the unique  abilities of Executive,  he
     shall have no right to delegate his duties under this Agreement without the
     written consent of the Company.

                                      xxxi.

<PAGE>



(c)  This  Agreement  and all rights of Executive  hereunder  shall inure to the
     benefit  of  and  be   enforceable   by   Executive's   personal  or  legal
     representatives,     executors,    administrators,    successors,    heirs,
     distributees,  devisees and  legatees.  If  Executive  should die while any
     amounts  would still be payable to him  hereunder  if he had  continued  to
     live, all such amounts,  unless otherwise provided herein, shall be paid in
     accordance with the terms of this Agreement to Executive's  designee or, if
     there be no such designee, to Executive's estate.

                  11.  Notice.  For the  purposes  of this  Agreement,  notices,
demands and all other communications  provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered or
on the day following delivery to a reputable overnight courier, postage prepaid,
addressed as follows:

                  If to Executive: Mr. Joseph A. Corazzi
                                  505 Marquette
                                   Suite 1608
                          Albuquerque, New Mexico 87102


                  If to the Company:     Las Vegas Entertainment Network, Inc.
                                         1801 Century Park East, 23rd Floor
                                         Los Angeles, California  90067
                                         Attention:  Chief Financial Officer

or to such other  address as any party may have  furnished to the other party in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                  13.  Miscellaneous.  No  provision  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing  signed by Executive and the Company's  Board of Directors.
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No agreements or representations,  oral or otherwise,  express or implied,
with respect to the subject  matter  hereof have been made by either party which
are not set forth expressly in this Agreement. Except as provided in Section 20,
any dispute between the parties shall be submitted to arbitration, the venue for
which shall be Los Angeles, California, unless otherwise agreed to in writing by
the parties.  In the event of any proceeding  brought to enforce this Agreement,
the prevailing  party shall be entitled to costs of suit and attorneys' fees, in
addition  to  any  other  remedies  available.  The  validity,   interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of California without regard to its conflicts of law principles.

14.  Validity. The invalidity or unenforceability of any provision or provisions
     of this Agreement  shall not affect the validity or  enforceability  of any
     other  provision  of this  Agreement,  which shall remain in full force and
     effect.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of which shall be deemed to be an original  but all of which  together
     will constitute one and the same instrument.

16.  Entire  Agreement.  This Agreement  sets forth the entire  agreement of the
     parties  hereto in  respect  of any  subject  matter  contained  herein and
     supersedes all prior severance or other  agreements,  promises,  covenants,
     arrangements,  communications,  representations or warranties, whether oral
     or written, by any officer, employee or representative of any party hereto,
     except for any

                                      xxxi.

<PAGE>



agreements  related to  Executive's  acquisition  of, or right to  acquire,  the
Company's or its subsidiaries' stock and except for the Company's  obligation to
pay Executive  his accrued or deferred  salary for any period ending on or prior
to September 30, 1997, and which shall be paid by the Company to Executive on or
before  the  earlier  of (i) April 15,  1998,  or (ii) the  termination  of this
Agreement,  and, except as set forth in the immediately  preceding  clause,  any
prior agreement of the parties hereto in respect of the subject matter contained
herein is hereby terminated and canceled,  including,  without  limitation,  the
Prior Employment Agreement.

17.  Expenses.  The Company shall  reimburse  Executive  for any legal  expenses
     incurred in preparing this Agreement and any related agreements.

18.  Executive's Representations.  Executive represents that, to the best of his
     knowledge,  there are no events or circumstances in his personal background
     or  associations  with others  which  would  result in any casino or gaming
     authority's  refusal to grant a casino or gaming license to Executive,  the
     Company or its subsidiaries.

                  19.  Interest.  Any funds not paid to Executive  within thirty
(30) days after they are due under this Agreement  shall accrue  interest at the
prime rate published in the Wall Street Journal from time to time, from the date
such payments were due until the date they are paid by the Company.

                  20.  Arbitration  and  Litigation.  In the event  the  Company
terminates  Executive  by reason of his  Disability  or for Cause and  Executive
disputes the accuracy of such assertion of Disability or Cause,  or in the event
Executive terminates his employment for Good Reason and the Company disputes the
accuracy of such assertion of Good Reason,  the accuracy of such assertion shall
be submitted  to  arbitration  in  accordance  with the then current  commercial
arbitration rules of the American Arbitration Association ("Association") or its
successor,  provided  Executive  or the  Company  files  a  written  demand  for
arbitration  at a regional  office of the  Association  within  thirty (30) days
following  the Date of  Termination.  During  the  pendency  of the  arbitration
proceeding,  Executive will continue to be paid his Salary and receive the other
compensation  benefits set forth in Section 5. In the event the arbitrator finds
that the  termination by the Company was not for Disability or not for Cause, as
applicable,  or that the termination by Executive was for Good Reason, Executive
shall not be entitled to reinstatement, but shall be entitled to the benefits of
Section 8(c) and in either case payment of his reasonable legal expenses in such
arbitration.

                  21. Representation of the Company. The Company represents that
the execution and  performance  of this Agreement will not result in a breach of
any of the terms and conditions of any employment or other agreement between the
Company and any other person or party.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the date indicated on the first page of this Agreement.



                               LAS VEGAS ENTERTAINMENT NETWORK,
                               INC. (the "Company")


                                                     By:
                                                     Title:



                                      xxxv.

<PAGE>





                                              /s/  JOSEPH A. CORAZZI
                                                JOSEPH A. CORAZZI
                                                ("Executive")

Approved by the
   Company's Compensation Committee


By:


By:

                                      xxxv.

<PAGE>



                                     LAS VEGAS COMMUNICATIONS CORPORATION

                                             EMPLOYMENT AGREEMENT

                                                     WITH

                                              JOSEPH A. CORAZZI

                  This Employment  Agreement (this "Agreement"),  by and between
Las Vegas  Communications  Corporation,  a Delaware corporation (the "Company"),
and Joseph A.  Corazzi  ("Executive"),  effective  as of  October  1, 1997,  was
authorized by the Compensation Committee ("Committee") of the Company's Board of
Directors (the "Board") on October ___, 1997.

                                                   RECITALS

                  A.  The  Committee   desires  to  provide  for  the  continued
employment of Executive and to make certain  changes in  Executive's  employment
arrangements  with the Company which the Committee has determined will reinforce
and  encourage  the  continued  attention  and  dedication  of  Executive to the
Company's business as a member of the Company's management. Executive is willing
to commit  himself to continue to serve the Company on the terms and  conditions
herein provided.

B.   The Company and Executive previously entered into an Employment  Agreement,
     dated March 1, 1995 (the "Prior Employment Agreement").

C.   The Company and Executive wish to terminate the Prior Employment  Agreement
     and to enter  into this  Agreement  pursuant  to the  terms and  conditions
     stated herein.

                                                  AGREEMENT

                  In consideration of the premises and the respective  covenants
and  agreements  of the parties  herein  contained,  and intending to be legally
bound hereby, the parties hereto agree as follows:

1.   Employment.  The Company hereby agrees to continue to employ Executive, and
     Executive  hereby agrees to continue to serve the Company,  pursuant to the
     terms and conditions set forth herein.

                  2. Term.  The term of  employment  of Executive by the Company
pursuant to the terms of this  Agreement  will  commence on October 1, 1997 (the
"Effective Date"), and end on September 30, 2002 (the "Initial Term"); provided,
however,  that if the Company fails to notify  Executive in writing on or before
October  1, 2001 of its desire to have this  Agreement  expire at the end of its
Initial Term,  this Agreement shall be  automatically  extended for another term
(the "Subsequent  Term") ending on the sixth  anniversary of the date upon which
Executive  receives  written notice of the Company's  election to terminate this
Agreement. Such notice may be given at anytime during the term of this Agreement
and shall be effective (i) on the fifth  anniversary  of this Agreement if given
on or before  October 1,  2001,  or (ii) the sixth  anniversary  of the date the
termination  notice is given to Executive,  if given after October 1, 2001. This
Agreement shall terminate at the end of the Initial Term or Subsequent  Term, as
applicable (the "Expiration Date"), unless sooner terminated pursuant to Section
7 hereof.  The period  from the  Effective  Date to the date this  Agreement  is
terminated is referred to herein as the "Employment Period."

                                      xxxv.

<PAGE>



                  3.       Duties.

(a)  The Executive  shall be elected  Chairman of the Board and Chief  Executive
     Officer of the Company and, in such capacity, he shall supervise and direct
     the entire  operation  of the Company and perform  such  additional  duties
     related to the  business  and affairs of the Company as may be delegated to
     him from time to time by the Board;  provided that  Executive's  duties and
     responsibilities  shall be commensurate with and similar to those generally
     exercised and assigned during the 90-day period  immediately  preceding the
     Effective Date.

(b)  During the  Employment  Period,  and  excluding any periods of vacation and
     sick leave to which  Executive  is  entitled,  Executive  shall  devote his
     reasonable  attention and time during normal business hours to the business
     and affairs of the Company and use his  reasonable  best efforts to perform
     faithfully,   fully,   competently   and   efficiently   the   duties   and
     responsibilities  assigned to him hereunder.  During the Employment Period,
     it shall not be a violation of this Agreement for Executive to (i) serve on
     corporate,  civil or charitable boards or committees,  (ii) manage personal
     investments  and/or business affairs,  or (iii) to engage in other business
     or profit  oriented  ventures or enterprises so long as such  activities do
     not   materially    interfere   with   the   performance   of   Executive's
     responsibilities  as an  employee of the  Company in  accordance  with this
     Agreement.

                  4.  Place  of  Performance.   During  the  Employment  Period,
Executive  shall be based and his services  shall be performed at the  Company's
principal executive office.  Executive agrees and acknowledges that his services
hereunder  may  require  reasonable  travel  in  connection  with the  Company's
business  to an extent  consistent  with  Executive's  present  business  travel
obligations.

                  5.       Compensation and Related Matters.

(a)  Salary.  As  of  the  Effective  Date,   Executive's  minimum  base  salary
     ("Salary")  shall be Two Hundred  Thousand  Dollars  ($200,000)  per annum,
     payable as nearly as possible in equal monthly or semi-monthly installments
     in  accordance  with the payroll  practices of the Company  which may be in
     effect from time to time and subject to such withholding as may be required
     by law.  Executive  may elect to defer payment of any portion or all of his
     Salary  or  any  other  compensation  payable  hereunder  pursuant  to  the
     provisions  of any  deferred  compensation  plan that the Company may adopt
     from time to time.

(b)  Employee  Benefit  Plans.  Executive  shall  participate  in any  incentive
     compensation  plan, pension or profit sharing plan, stock purchase or stock
     option plan,  group health,  disability,  life,  dental or  hospitalization
     plans,  and other benefit plans maintained by the Company for its executive
     employees in accordance  with the terms and conditions  thereof;  provided,
     that Executive  shall be eligible to and shall  participate in such benefit
     plans.

(c)  Annual Bonus. In addition to the  compensation set forth above, the Company
     may pay to Executive, for each of the Company's fiscal years ending with or
     within  the  Employment  Period,  an annual or other  periodic  bonus  (the
     "Bonus") in such amounts as the  Compensation  Committee shall determine in
     its sole  discretion  based on the Company's  earnings and  performance and
     Executive's contributions thereto.

(d)  Expenses.   During  the  Employment  Period,  the  Company  shall  promptly
     reimburse  Executive for all reasonable  expenses  incurred by Executive in
     performing his services hereunder, including, but not limited to, telephone
     and telefax  expenses,  entertainment  expenses,  travel expenses,  and all
     living expenses while away from home on business, provided that

                                      xxxv.

<PAGE>



all such expenses are incurred and accounted for in accordance with the policies
and procedures established by the Company.

(e)  Profit  Participation.  For each fiscal year of the Company  ending with or
     within  the  Employment  Period,  Executive  shall  receive a lump sum cash
     payment  equal  to five  percent  (5%) of the  Company's  "EBITDA  Profits"
     reported  for such fiscal  year.  For  purposes of this  Agreement,  EBITDA
     Profits  shall  mean  the  Company's  net  earnings  for the  fiscal  year,
     determined by excluding any expense associated with interest, income taxes,
     depreciation  or  amortization.  Such payment shall be made to Executive by
     the Company  within thirty (30) days after the date the EBITDA  Profits are
     finally determined by the Company's auditors and reported to the Company.

6.   Directorship.  Executive  agrees to serve as a director  of the  Company if
     requested to do so by the Board. The Company shall indemnify  Executive for
     any and all liability (including  attorneys' fees) incurred by Executive in
     connection  with  serving  the  Company  in any  and  all  such  capacities
     (including in his capacity as an officer  and/or  employee of the Company),
     to the maximum extent permitted by applicable state law. Executive shall be
     entitled  to  receive  such  additional  compensation  for  serving  on the
     Company's  Board of Directors as the Board may approve.  Executive  further
     agrees that,  upon  termination of his  employment for any reason,  he will
     resign any directorship  held with respect to the Company,  effective as of
     the Date of Termination (as defined in Section 7(g)).

7.   Termination. Executive's employment hereunder may be terminated without any
     breach of this Agreement only under the following  circumstances  set forth
     in Sections 7(a), (b), (c), (d) and (e) below:

(a)  Death. Executive's employment hereunder shall terminate upon his death.

(b)  Disability. If the Company determines in good faith that the Disability (as
     defined  below) of Executive has occurred,  the Company may give  Executive
     written notice of its intention to terminate Executive's employment. If the
     Company delivers written notice of termination to Executive pursuant to the
     preceding  sentence,  and Executive  shall have been absent from his duties
     hereunder on a full-time basis for the entire period of one-hundred  eighty
     (180) consecutive days, and within thirty (30) days after written notice of
     termination is received by Executive,  Executive shall not have returned to
     full-time performance of his duties hereunder,  then Executive's employment
     hereunder  shall  terminate  effective on the 30th day after such notice of
     termination  is  received by  Executive.  For  purposes of this  Agreement,
     "Disability"  means sickness or physical or mental disability which renders
     Executive  unable to devote his full time and attention to  performing  his
     duties  under  this   Agreement  for  one  hundred  eighty  (180)  or  more
     consecutive days.

(c)  Cause.  The Company may  terminate  Executive's  employment  hereunder  for
     Cause. For purposes of this Agreement,  "Cause" means (i) the conviction of
     Executive of a felony,  provided such  conviction is a final  determination
     and not  subject  to  further  appeal,  or (ii) the  willful  breach of any
     material  provision of this  Agreement  by  Executive  (other than any such
     failure  resulting from his incapacity due to physical or mental  illness),
     and  which is not  remedied  within  fifteen  (15)  days  after a notice of
     termination  is received by  Executive  that  specifically  identifies,  as
     required below, the facts and circumstances  leading the Company to believe
     that Executive has willfully violated this Agreement.  For purposes of this
     subsection,  no act,  or  failure  to act,  on  Executive's  part  shall be
     considered  "willful"  unless done,  or omitted to be done, by Executive in
     bad faith and without  reasonable belief that his action or omission was in
     the best interests of the Company. Notwithstanding the foregoing, Executive
     shall not be deemed to have been terminated for Cause without (i reasonable
     notice to Executive setting forth the reasons, facts and circumstances for

                                      xxxi.

<PAGE>



the  Company's  intention  to  terminate  for  Cause,  (ii) an  opportunity  for
Executive,  together with his counsel, to be heard before the Board of Directors
and (iii)  delivery to  Executive of a notice of  termination  from the Board of
Directors  finding that in their good faith opinion  Executive was guilty of the
conduct set forth above,  and specifying the  particulars  thereof in reasonable
detail.

(d)  Termination  by Executive  for Good Reason.  Executive  may  terminate  his
     employment hereunder for Good Reason. For purposes of this Agreement, "Good
     Reason"  shall mean,  without  Executive's  express  written  consent,  the
     occurrence (a "Change") of any of the following circumstances:

(i)  a significant adverse alteration or diminution in the nature of Executive's
     duties or  responsibilities  from those in effect immediately prior to such
     Change,  other than  insubstantial  actions that are fully corrected within
     thirty (30) days after receipt of written notice from Executive; or

(ii) any  failure  by  the  Company  to  comply  substantially  with  any of the
     provisions of Section 5 of this Agreement, other than insubstantial actions
     that are fully  corrected  within thirty (30) days after receipt of written
     notice from Executive; or

(iii)any  purported  termination  by  the  Company  of  Executive's   employment
     otherwise than as expressly permitted by this Agreement, including, but not
     limited to, any purported  termination  which is not effected pursuant to a
     Notice of Termination  satisfying the  requirements  of Section 7(f) hereof
     (and, if applicable, the requirements of Section 7(c) hereof) (for purposes
     of this Agreement, no such purported termination shall be effective); or

(iv) any failure by the Company to comply with any  material  provision  of this
     Agreement  that has not been cured within  thirty (30) days after notice of
     such noncompliance has been given by Executive to the Company; or

(v)  The Board of Directors  shall  authorize and direct  Executive to cause the
     Company to enter into a transaction which would, in Executive's  considered
     judgment,  materially  injure the reputation  and business  standing of the
     Company,  after  Executive has provided to the Board in writing his reasons
     why such transaction should not be effected and why it would result in such
     material injury.

Executive's  right to  terminate  his  employment  pursuant to this Section 7(d)
shall not be affected  by his  incapacity  due to  physical  or mental  illness.
Executive's continued employment shall not constitute consent to, or a waiver of
rights with respect to, any circumstance constituting Good Reason hereunder.



(e)  Expiration of Term. This Agreement shall terminate upon the Expiration Date
     as set  forth in  Section  2, if not  earlier  terminated  pursuant  to the
     provisions of this Section 7.

(f)  Notice of  Termination.  Any  termination of Executive's  employment by the
     Company or by Executive  (other than a termination  pursuant to subsections
     (a) and (e) of this Section 7) shall be  communicated by written "Notice of
     Termination" to the other party.  For purposes of this Agreement,  a Notice
     of  Termination  shall  mean a notice  which  (i)  indicates  the  specific
     termination  provision in this  Agreement  relied upon,  (ii) sets forth in
     reasonable  detail the facts and  circumstances  claimed to provide a basis
     for termination of Executive's employment under the

                                      xxxx.

<PAGE>



provision  so  indicated,  and (iii) if the Date of  Termination  (as defined in
Section  7(g)) is other than the date of receipt of such notice,  specifies  the
termination  date (which date shall not be less than fifteen (15) days after the
receipt of such notice). The failure by Executive or the Company to set forth in
the  Notice of  Termination  any fact or  circumstance  which  contributes  to a
showing of Good Reason or Cause,  as the case may be,  shall not waive any right
of Executive or the Company, as the case may be, hereunder or preclude Executive
or the Company,  as the case may be, from asserting such fact or circumstance in
enforcing his or its rights hereunder.

(g)  Date of Termination.  "Date of  Termination"  shall mean (i) if Executive's
     employment  is  terminated  by his death,  the date of his  death,  (ii) if
     Executive's  employment  is terminated  pursuant to  subsection  (b) hereof
     (relating to  Disability),  thirty (30) days after Notice of Termination is
     received by Executive  (provided that Executive  shall not have returned to
     the  performance  of his duties on a  full-time  basis  during  such thirty
     (30)-day period), (iii) if Executive's employment is terminated pursuant to
     subsection (c) hereof  (relating to Cause),  fifteen (15) days after Notice
     of Termination is received by Executive,  (iv) if Executive's employment is
     terminated  pursuant to subsection (d) hereof  (relating to termination for
     Good Reason),  thirty (30) days after the Notice of Termination is received
     by  the  Company,  (v)  if  Executive's   employment  is  terminated  under
     subsection (e) hereof on the Expiration Date as set forth in Section 2, and
     (vi) if Executive's employment is terminated for any other reason, the date
     specified in the Notice of Termination.

                  8.       Compensation Upon Termination.

(a)  If  Executive's  employment  is  terminated  by  reason  of  his  death  or
     Disability  pursuant to Section 7(a) or (b), this Agreement shall terminate
     without further obligations to Executive's legal representatives under this
     Agreement;  provided,  however, that Executive or his legal representatives
     shall receive

(i)  all compensation and obligations accrued or earned by Executive through the
     Date of Termination;

(ii) any accrued vacation pay not yet paid by the Company;

(iii)a lump sum cash payment equal to the amount of Salary that Executive  would
     have been entitled to receive pursuant to Section 5(a) hereof from the Date
     of Termination  through and including the Expiration  Date if Executive had
     been  employed  by the  Company  through  the  Expiration  Date  (with  the
     Expiration  Date  determined by assuming that a Notice of  Termination  was
     given to Executive on the Date of Termination); and

(iv) a lump sum cash payment equal to the amount that the  Executive  would have
     received pursuant to Section 5(e) had he been employed as of the end of the
     Company's  fiscal  year  which  ends  immediately  following  the  Date  of
     Termination resulting from Executive's death or Disability.

All of the  amounts  set forth in clauses  (i),  (ii) and (iii) shall be paid to
Executive,  Executive's estate or Executive's beneficiaries, as applicable, in a
lump sum cash payment  within ninety (90) days of the Date of  Termination.  The
amount set forth in clause  (iv) shall be paid  within  thirty  (30) days of the
date the EBITDA  Profits are finally  determined.  Anything in this Agreement to
the contrary  notwithstanding,  Executive or Executive's family, as the case may
be, shall be entitled to receive  benefits at least equal to the most  favorable
benefits  provided by the Company to families of disabled or deceased  employees
of the Company, as the case may be, under such plans relating to benefits for

                                       er.

<PAGE>



families of disabled or deceased  employees of the Company,  as the case may be,
if any, in accordance with the most favorable practices of the Company in effect
at any time during the Employment Period.

(b)  If Executive's  employment shall be terminated by the Company for Cause, or
     by Executive other than for Good Reason, or should this Agreement terminate
     pursuant to Section 7(e), the Company shall pay Executive all  compensation
     and  obligations  accrued  or  earned  by  Executive  through  the  Date of
     Termination  and any accrued  vacation pay not yet paid by the Company (the
     "Accrued  Compensation").  All such Accrued  Compensation  shall be paid to
     Executive  in a lump sum in cash  within  ninety  (90)  days of the Date of
     Termination. In addition, in the event of a termination under Section 7(e),
     Executive  shall  receive a cash payment  equal to the amount  specified in
     Section 5(e) for the Company's fiscal year ending immediately following the
     Date of  Termination,  prorated by a percentage,  the numerator of which is
     the number of days during such fiscal year that  Executive  was employed by
     the Company,  and the  denominator  of which is the total number of days in
     such  fiscal  year.  Such  amount  shall be paid  within  thirty  (30) days
     following the final  determination of the Company's EBITDA Profits for such
     fiscal year.

Otherthan the payments set forth in this Section  8(b),  the Company  shall have
     no further  obligation  to Executive  under this  Agreement  and  Executive
     acknowledges  and  agrees  that this  Section  8(b)  states  his entire and
     exclusive  rights,  entitlements  and  remedies  against the  Company,  its
     successors,   assigns,   affiliates,   employees  and   representatives  in
     connection  with the termination of his employment by the Company for Cause
     or by Executive other than for Good Reason.

(c)  If (i) in breach of this Agreement, the Company shall terminate Executive's
     employment other than pursuant to Section 7(a) (relating to death), Section
     7(b)  (relating to  Disability),  or Section  7(c)  (relating to Cause) (it
     being understood that a purported  termination  pursuant to Section 7(b) or
     7(c) hereof  which is  disputed  and  finally  determined  not to have been
     proper shall be a termination by the Company in breach of this  Agreement),
     or (ii) Executive shall terminate his employment for Good Reason, then

(A)  the Company shall make a lump sum payment of cash to Executive equal to the
     sum of the  amounts set forth in Sections  8(a)(i),  (ii) and (iii)  within
     ninety (90) days of the Date of Termination;

(B)  the Company shall continue to make the payments required under Section 5(e)
     (relating  to the  Company's  EBITDA  Profits)  for each fiscal year of the
     Company  ending  with or  within  the  period  commencing  with the Date of
     Termination  and ending on the Expiration  Date (with the  Expiration  Date
     determined by assuming that a Notice of Termination  was given to Executive
     on the Date of Termination);

(C)  through the Expiration  Date, the Company shall continue all other benefits
     to Executive  and/or  Executive's  family at least equal to those  benefits
     which would have been provided to Executive  and/or  Executive's  family in
     accordance with the plans, programs,  practices and policies referred to in
     this  Agreement if Executive had been  employed by the Company  through the
     Expiration  Date (with the  Expiration  Date  determined  by assuming  that
     Executive received a Notice of Termination on the Date of Termination);

(D)  any stock options to purchase stock of the Company held by Executive on the
     Date of Termination which are not at such time currently exercisable shall,
     as of that date, automatically become exercisable; and

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(E)  all shares of stock of the Company held by Executive  under any  restricted
     stock  plan  which  are  still  subject  to  restrictions  on the  Date  of
     Termination  shall,  as of  that  date,  automatically  become  free of all
     restrictions.

                  Other than the  payment of the amounts set forth above in this
Section 8(c), the Company shall have no further  obligations to Executive  under
this  Agreement  and  Executive  acknowledges  and agrees that this Section 8(c)
states his entire and exclusive  rights,  entitlements  and remedies against the
Company, its successors,  assigns, affiliates,  employees and representatives in
connection  with the  termination  by the  Company of his  employment  under the
circumstances described in Section 8(c)(i) or by Executive for Good Reason under
Section 8(c)(ii).

                  9.  Nondisclosure.  Executive  agrees not to disclose,  either
while in the  Company's  employ or at any time  thereafter,  to any  person  not
employed on a full-time basis by the Company or its  affiliates,  or not engaged
to render  services  to the  Company or its  affiliates,  except  with the prior
written consent of an officer  authorized to act in the matter by the Board, any
confidential  information  obtained  by  Executive  while in the  employ  of the
Company,  provided,  however,  that this provision shall not preclude  Executive
from the use or disclosure of  information  known  generally to the public or of
information  not  treated as  confidential  by the  Company  or from  disclosure
required by law or court order. The agreement made in this Section 9 shall be in
addition to, and not in limitation or derogation of, any  obligations  otherwise
imposed  by  law  or  by  separate   agreement  upon  Executive  in  respect  of
confidential information of the Company.

                  10.      Successors; Binding Agreement.

(a)  The Company will use its best efforts to require any and all  successors to
     all or substantially  all of the business and/or assets of the Company,  by
     agreement in form and substance  satisfactory  to  Executive,  to expressly
     assume and agree to perform  this  Agreement  in the same manner and to the
     same  extent  that the  Company  would be required to perform it if no such
     succession had taken place. Failure of the Company to obtain such agreement
     prior to the effectiveness of any such succession shall be a breach of this
     Agreement and shall entitle  Executive to terminate his employment for Good
     Reason.  As used in this  Agreement,  "Company"  shall mean the  Company as
     herein before  defined and any  successor to its business  and/or assets as
     aforesaid  which  executes and delivers the agreement  provided for in this
     Section 10 or which otherwise becomes bound by all the terms and provisions
     of this Agreement by operation of law.  Executive  agrees and  acknowledges
     that the  provisions  of this  Section 10 do not apply to a merger in which
     the Company is the  surviving  corporation  (it being  understood  that the
     Company's obligations hereunder would be unaffected thereby).

(b)  Since this  Agreement is based upon the unique  abilities of Executive,  he
     shall have no right to delegate his duties under this Agreement without the
     written consent of the Company.

(c)  This  Agreement  and all rights of Executive  hereunder  shall inure to the
     benefit  of  and  be   enforceable   by   Executive's   personal  or  legal
     representatives,     executors,    administrators,    successors,    heirs,
     distributees,  devisees and  legatees.  If  Executive  should die while any
     amounts  would still be payable to him  hereunder  if he had  continued  to
     live, all such amounts,  unless otherwise provided herein, shall be paid in
     accordance with the terms of this Agreement to Executive's  designee or, if
     there be no such designee, to Executive's estate.

11.  Notice. For the purposes of this Agreement,  notices, demands and all other
     communications provided for in this Agreement shall be in writing and shall
     be deemed to have been

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duly given when  personally  delivered  or on the day  following  delivery  to a
reputable overnight courier, postage prepaid, addressed as follows:

                  If to Executive:                    Mr. Joseph A. Corazzi
                                  505 Marquette
                                   Suite 1608
                          Albuquerque, New Mexico 87102


                  If to the Company:    Las Vegas Communications Corporation
                                        1801 Century Park East, 23rd Floor
                                        Los Angeles, California  90067
                                        Attention:  Chief Financial Officer

or to such other  address as any party may have  furnished to the other party in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

                  13.  Miscellaneous.  No  provision  of this  Agreement  may be
modified, waived or discharged unless such waiver,  modification or discharge is
agreed to in writing  signed by Executive and the Company's  Board of Directors.
No waiver by either  party  hereto at any time of any breach by the other  party
hereto of, or compliance  with,  any condition or provision of this Agreement to
be  performed  by such  other  party  shall be  deemed a waiver  of  similar  or
dissimilar  provisions  or  conditions at the same or at any prior or subsequent
time. No agreements or representations,  oral or otherwise,  express or implied,
with respect to the subject  matter  hereof have been made by either party which
are not set forth expressly in this Agreement. Except as provided in Section 20,
any dispute between the parties shall be submitted to arbitration, the venue for
which shall be Los Angeles, California, unless otherwise agreed to in writing by
the parties.  In the event of any proceeding  brought to enforce this Agreement,
the prevailing  party shall be entitled to costs of suit and attorneys' fees, in
addition  to  any  other  remedies  available.  The  validity,   interpretation,
construction  and performance of this Agreement shall be governed by the laws of
the State of California without regard to its conflicts of law principles.

14.  Validity. The invalidity or unenforceability of any provision or provisions
     of this Agreement  shall not affect the validity or  enforceability  of any
     other  provision  of this  Agreement,  which shall remain in full force and
     effect.

15.  Counterparts.  This Agreement may be executed in one or more  counterparts,
     each of which shall be deemed to be an original  but all of which  together
     will constitute one and the same instrument.

                  16. Entire  Agreement.  This  Agreement  sets forth the entire
agreement  of the  parties  hereto in respect of any  subject  matter  contained
herein  and  supersedes  all  prior  severance  or other  agreements,  promises,
covenants, arrangements, communications,  representations or warranties, whether
oral or written, by any officer,  employee or representative of any party hereto
and,  except  as set  forth  in the  immediately  preceding  clause,  any  prior
agreement  of the  parties  hereto in respect of the  subject  matter  contained
herein is hereby terminated and canceled,  including,  without  limitation,  the
Prior Employment Agreement.

17.  Expenses.  The Company shall  reimburse  Executive  for any legal  expenses
     incurred in preparing this Agreement and any related agreements.

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18.  Executive's Representations.  Executive represents that, to the best of his
     knowledge,  there are no events or circumstances in his personal background
     or  associations  with others  which  would  result in any casino or gaming
     authority's  refusal to grant a casino or gaming license to Executive,  the
     Company or its subsidiaries.

                  19.  Interest.  Any funds not paid to Executive  within thirty
(30) days after they are due under this Agreement  shall accrue  interest at the
prime rate published in the Wall Street Journal from time to time, from the date
such payments were due until the date they are paid by the Company.

                  20.  Arbitration  and  Litigation.  In the event  the  Company
terminates  Executive  by reason of his  Disability  or for Cause and  Executive
disputes the accuracy of such assertion of Disability or Cause,  or in the event
Executive terminates his employment for Good Reason and the Company disputes the
accuracy of such assertion of Good Reason,  the accuracy of such assertion shall
be submitted  to  arbitration  in  accordance  with the then current  commercial
arbitration rules of the American Arbitration Association ("Association") or its
successor,  provided  Executive  or the  Company  files  a  written  demand  for
arbitration  at a regional  office of the  Association  within  thirty (30) days
following  the Date of  Termination.  During  the  pendency  of the  arbitration
proceeding,  Executive  will  continue to be paid his Salary and  receive  other
compensation  benefits set forth in Section 5. In the event the arbitrator finds
that the  termination by the Company was not for Disability or not for Cause, as
applicable,  or that the termination by Executive was for Good Reason, Executive
shall not be entitled to reinstatement, but shall be entitled to the benefits of
Section 8(c) and in either case payment of his reasonable legal expenses in such
arbitration.

                  21. Representation of the Company. The Company represents that
the execution and  performance  of this Agreement will not result in a breach of
any of the terms and conditions of any employment or other agreement between the
Company and any other person or party.

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                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on the date indicated on the first page of this Agreement.



                                                     LAS VEGAS COMMUNICATIONS
                                                     CORPORATION (the "Company")


                                                     By:
                                                     Title:





                                                     /s/      JOSEPH A. CORAZZI
                                                              JOSEPH A. CORAZZI
                                                              ("Executive")

Approved by the
   Company's Compensation Committee



By:




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