EXHIBIT 10.37





                                            JOINT VENTURE AGREEMENT



     This Joint Venture  Agreement  ("Agreement")  is made this 6th day of June,
1997, by and between  Electric  Media  Company-Nevada,  Inc.  ("EMC"),  a Nevada
corporation having its principal place of business at 601 13th Street, NW, Suite
500 North, Washington, D.C., Russ Gerstein ("Gerstein") an individual having his
principal place of business at 1905 North Rancho Road, Las Vegas,  Nevada 89106,
Carlos  Eduardo Arzu Lima,  an individual  residing at 2A Calle 24-16,  Zona 15,
V.H.I.,   Guatemala,   Central   America.   "Arzu"  and  Juan  Edward   Martinez
("Martinez"),  an  individual  residing at 18 Calle 22-45,  Zona 10.  Guatemala,
Central America. EMC, Gerstein, Arzu and Martinez shall be collectively referred
to as the "Parties".



     WHEREAS the Parties form a joint venture, (the "Joint Venture or Venture"),
to pursue the further  development of a communications  network in Guatemala and
Central  America  suing  fiber  optic  technology  or any  other  technology  or
technique that does not employ the use of the  electrical  grid in Guatemala for
the provision of  telephone,  video,  voice,  and or data  communications  ("the
Technology");



     WHEREAS  Gerstein , Arzu and Martinez  desire to provide the  Technology to
the Joint Venture for all commercial revenue-producing purposes worldwide;



WHEREAS, EMC intends to provide certain financing and management skills to the
Joint;



 WHEREAS,  Gerstein,  Arzu and  Martinez  desire to provide  certain  management
skills,  knowhow,  trade  secrets,  trademarks,  copyrights,  patents  and other
intellectual  property  related  to  the  development  and  exploitation  of the
Technology now owned or hereinafter acquired or development by then; and



 WHEREAS,  the Parties intend to develop a communications  network  beginning in
Guatemala based on the markets economic viability.  Gerstein,  Arzu and Martinez
will  establish  offices  and  establish  strategic  banking  relations  for the
acceptance of telephone

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installation  deposits.  Upon  determination of the economic  feasibility of the
market in Guatemala (the "Market"),  construction of the system will commence in
Guatemala.





     Therefore,  in consideration of the mutual covenants and promises contained
herein,  and  for  other  good  and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the Parties agree as follows:



     1. Purpose: EMC, Gerstein and Arzu shall form EMC-SA, the business of which
shall be the  development and  exploitation  of the  Technology.  The Technology
shall  include all related  know-how,  trade  secrets,  trademarks,  copyrights,
patents, and other intellectual  property, as recognized,  granted, or protected
by the laws of any country.



2.   Market Evaluation Provided to EMC: Withing 30 days after the date on EMC SA
     has legal standing in Guatemala  (registered as "in Formation"  status with
     Guatemala's  Commerce  Registry),  but in no event any later  than July 30,
     1997, Gerstein, Arzu and

Martinez  shall have funds in escrow in  Guatemala,  banks for 75,000 orders for
telephone  service  (at  EMC's  sole  discretion  this  amount  and  time may be
modified); and shall provide a complete business plan demonstrating the economic
feasibility of each of the following:



      (a) Providing service to 300,000 new telephone lines,



(ii) On going  income from the initial  300,000  lines and the future  expansion
     plans for additional installation; and



      (iii) Expansion of the tele  communications  network in other countries in
Central  America.  The  Parties  agree  that the  purpose of the  business  plan
described  above and through  marketing  tests  described in  attachment B is to
verify  the  technical  and  commercial  feasibility  of  the  Technology  in  a
real-world setting. Success will be determined by EMC at its sole discretion. If
the market or Technology is not  determined to be technically  and  commercially
acceptable, EMC shall have the option of terminating this agreement by providing
Gerstein,  Arzu and Martinez  with written  notice by August 31, 1997.  Provided
that there has been no material misrepresentation or beach in the representation
or warranty set forth herein by Gerstein,  Arzu and Martinez, all funds advanced
by EMC to  Gerstein,  Arzu or  Martinez as of the date of  termination  shall be
retained by Gerstein,  Arzu or Martinez as liquidated damages and EMC shall have
no further funding or any other

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obligation  to  Gerstein,   Arzu  or  Martinez.   If  there  has  been  material
misrepresentation  of  any  representation  or  warranty  set  forth  herein  by
Gerstein,  Arzu or  Martinez,  EMC  shall be  entitled  to  terminate  the Joint
Venture,,  to receive  reimbursement  of all amounts expended in connection with
the Joint Venture,  including but not limited to all funds advanced to Gerstein,
Arzu or Martinez,  as of the date of termination  and to pursue all other claims
which it may have available to it.





        3.Scope;  The Parties  intend that the scope of the Joint  Venture shall
include the following activities:



(a) Marketability of Service



(i) The  demonstration  of the Technology  and economic  viability of the market
shall beginning in Guatemala as soon as practical.  No Later than July 30, 1997,
Gerstein,  Ar and Martinez shall demonstrate that the market exist by completing
with  Attachment B (Marketing  Test),  Section A.1, A.2. No later than September
30, 1997,  Gerstein,  Arzu and Martinez  shall secure such  offices,  equipment,
staff and  marketing  assistance  reasonably  necessary  to support  the project
viability.  Should  Gerstein,  Arzu and Martinez be able to prove the commercial
viability sooner, commencement of the infrastructure will begin sooner.



(ii) Gerstein,  Arzu and Martinez shall use their best efforts to obtain for the
Joint Venture all necessary  government  approvals and licenses  (including  any
licenses required by any Guatemala  telecommunications or electric companies) to
obtain  all   necessary   right-of-way   and  to  satisfy  all   interconnection
requirements.  If  Gerstein,  Arzu or  Martinez  are unable to obtain any of the
above,  they shall promptly notify the Joint Venture before the  installation of
infrastructure  begins and EMC shall have the right to cancel or reschedule  the
start  of  installation  of  infrastructure  in the  even t  approvals  are  not
obtained.









(iii) Prior to the commencement of the installation of infrastructure and in any
event no later than  September 30, 1997,  Gerstein,  Arzu and Martinez shall use
their best  efforts to supply  such  information  to the Joint  Venture as maybe
required by its counsel to render an opinion  that, to the bet knowledge of such
counsel,  all such necessary  government  approvals,  necessary patent, or other
licenses or  rights-of-way  have been obtain and all  necessary  interconnection
requirements satisfied.



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          (b) Guatemalan Deployment:: If the Marketing Test is successful or the
Joint  Venture is otherwise  not  terminated by EMC, the Parties shall use their
best efforts to cooperate with each other in the deployment of the Technology in
Guatemala,  except that Gerstein,  Arzu and Martinez shall be solely responsible
(i) to use their  best  efforts to obtain for the Joint  Venture  all  necessary
government   approvals,   licenses  and  rights-of-way;   (ii)  to  satisfy  all
interconnection requirements;

and



(c)  Other Deployment:  The Joint Venture shall have the exclusive right further
     develop and exploit the Technology in all markets other than Guatemala.



(d)  Exclusive  Services:  As an  essential  part of the  consideration  for the
     formation of the Venture, Gerstein, Arzu and Martinez agree that:



 (i) Gerstein,  Arzu and Martinez  shall consult with EMC and Joseph A. Corazzi,
which consultation  shall be exclusive during the term of the Joint Venture,  in
connection  with all  telecommunications  matters  involving the  Technology and
development and utilization of the Technology; and



(ii) Gerstein,  Arzu  and  Martinez  shall  cooperate  with  EMC  to  cause  the
     incorporation in

Guatemala  of EMC,  S.A.,  which  shall be a wholly  owned  subsidiary  of EMC.,
Gerstein,  Carlos Arzu and Juan  Martinez,  shall provide  exclusive  consulting
services to EMC, S.A. in connection with all  telecommunication  cations matters
involving the Technology and development and utilization of the Technology,  and
any  agreements  related  to such  obligation  shall be  provided  to the  Joint
Venture;



 (iii) the  Parties  agree that  Gerstein's,  Martinez's  and  Arzu's  ownership
interest in the  Technology  as it  currently  exists and as it may be developed
during the term of the Joint Venture shall be assigned or otherwise  transferred
to EMC on a royalty-free  (except for those royalties described in Section II of
Attachment  A),  exclusive,  worldwide  basis.  The  Parties  shall  execute all
necessary  agreements and cooperate in all respects in order to effectuate  such
assignment or transfer of ownership; and



  (iv) during the term of this Agreement,  EMC shall be granted a first right of
first refusal for any new business opportunities of Gerstein,  Arzu or Martinez,
or any other  partners,  regardless  of whether such  opportunities  involve the
Technology.



     4.  Financing:  EMC  shall  provide  financing  to the  Joint  Venture  and
Gerstein, Martinez or Arzu at such times and in such amounts as shall reasonably
be required for the operation of the business of the Joint Venture in accordance
with the terms set forth in Attachment A.

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5.   Compensation:  Subject to the compensation due Gerstein, Arzu and Martinez,
     pursuant  to  Attachment  A  hereto,  after the  Joint  Venture's  expenses
     (including  but  not  limited  to  all  business  expenses,   the  cost  of
     manufacturing and deployment of equipment, taxes, and government

licensing fees) have been paid, or  satisfactory  provision for such payment has
     been made, net

operating profit (i.e.  income from continuing  operations)  shall be divided as
follows:  first to EMC in an amount  equal to its capital  contributions  plus a
return  thereon at an annual  rate of 6%; and  thereafter  80% to EMC and 20% to
Gerstein,  Arzu and  Martinez.  The 20% of the Joint  Venture's  profits paid to
Gerstein,  Arzu and Martinez  shall be paid directly by Las Vegas  Entertainment
Network, Inc. from its share of EMC profits.



     6.  Management of Venture:  EMC shall provide the day-to-day  management of
the  Joint  Venture's  business,  which  may  be  delegated  or  assigned  to  a
professional  management  company selected by EMC.  Decisions with regard to the
financing  of  the  business  of the  Joint  Venture  shall  be  made  by EMC in
consultation  with  Gerstein,  Arzu and Martinez and subject to EMC's  fiduciary
duty to Gerstein, Arzu and Martinez .



7.Representation and Warranties:



          (a) EMC: EMC  represents  and warrants  that:  (1) it is a corporation
duly organized, existing, and in good standing under the laws of Nevada; and (2)
it is authorized and empowered to perform each and all of its obligations as set
forth in this Agreement.



          (b) Gerstein, Arzu and Martinez:  represent and warrant that: (1) they
are  authorized  and  empowered  to  perform  each and all of  their  respective
obligations  as set  forth in this  Agreement;  (2)  whatever  right,  title and
interest in and to the  Technology  they own rights are not subject to any third
party claims, including but not limited to any claims of Mark Saunders,  William
"Luke"  Stewart,  or any of their  partners or entities in which  either of them
exercises  a  controlling   interest,   and  the  Technology   will  operate  as
contemplated  in this Agreement  with being subject to any such claims;  (3) the
Technology  as it  currently  exists  does not and as it is  developed  will not
violate the intellectual  property rights,  including but not limited to patent,
copyright,  trade  secret and  trademark  rights of any other  person or entity,
including  but not  limited  to any  claims  of Mark  Saunders,  William  "Luke"
Stewart,  or any of their partners or entities in which either of them exercises
a controlling interest,  and the Technology will operate as contemplated in this
Agreement  with being subject to any such claims;  and (4) the Technology is not
designed to and will not be designed to operate in violation  of any  applicable
law.  During the term of the Joint  Venture,  Gerstein,  Arzu and Martinez shall
secure  whatever  patents and  licenses at their sole cost as  necessary  and as
determined by the Joint Venture and its counsel for the Joint Venture to exploit
the Technology worldwide.



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          (c) Mutual Covenants: Each Party represents and warrants to the others
that: (1) it is not currently involved in, and has not been threatened with, any
litigation,  government enforcement or other action that would materially affect
its ability to perform its obligations under this agreement; and (2) performance
of its obligations  under this Agreement will not result in the Violation of any
law or private agreement that would materially affect its ability to perform.





                8. Indemnifications:



     (a) Each Party indemnifies the others and agrees to hold them harmless from
and  against  any  claim,  damage,  loss  or  liability  (including   reasonable
attorneys'  fees)  resulting  from  the  breach  of any of  its  obligations  or
warranties or from any misrepresentations under this Agreement.



(b) Notwithstanding any other provision of this Agreement:



     (i)  Gerstein,  Arzu and  Martinez  each agree to  individually  indemnify,
defend,  and hold  harmless  EMC,  LVEN and any of  their  officers,  directors,
partners, employees, or affiliates from and against any and all

liabilities and losses,  including but not Limited to direct or indirect losses,
loss of  profits,  loss  of  business,  special,  exemplary,  consequential,  or
punitive  damages,  or any  other  losses  of  any  kind  whatsoever  (including
attorneys' fees) resulting from  interference of any nature  whatsoever with the
business contemplated by this Agreement caused by Mark Saunders,  William "Luke"
Stewart,  or any of their partners or entities in which either of them exercises
a  controlling  interest,  including  but not  limited to any  claims  involving
know-how, trade secrets, trademarks, copyrights, patents, and other intellectual
property  rights,  as  recognized,  granted,  or  protected  by the  laws of any
country, related to the Technology.



      (ii)  Neither  EMC,  LVEN nor any of its  officers,  directors,  partners,
employees,  or affiliates shall be liable to Gerstein,  Arzu or Martinez for any
of their liabilities and losses, including but not limited to direct or indirect
losses, loss of profits, loss of business, special, exemplary, consequential, or
punitive  damages,  or any  other  losses  of  any  kind  whatsoever  (including
attorneys' fees) resulting from  interference of any nature  whatsoever with the
business contemplated by this Agreement caused by Mark Saunders,  William "Luke"
Stewart,  or any of their partners or entities in which either of them exercises
a controlling interest.



      (iii) In the event  that any claim  should be  brought  against  the Joint
Venture involving the business  contemplated by this Agreement by Mark Saunders,
William "Luke" Stewart, or any of

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their  partners  or  entities in which  either of them  exercises a  controlling
interest,  upon notice by EMC, or LVEN, Gerstein, Arzu and Martinez shall assume
all responsibilities  associated with responding to and defending such action or
claim.  EMC and LVEN  shall  cooperate  in good faith  with  Gerstein,  Arzu and
Martinez in any such  response or defense,  provided  that EMC and LVEN shall be
reimbursed for its attorneys' fees as provided for in subsection (a) above.



9.   Resolution of Disputes:  The Parties  agree to submit any disputes  arising
     under  this  Agreement  to  arbitration  under  the  rules of the  American
     Arbitration Association in the State of Nevada, City of Las Vegas.



      10.  Confidentiality:  Gerstein , Arzu and Martinez  agree to disclose the
Technology  to the Joint  Venture,  and the Joint  Venture and EMC each agree to
maintain  its  confidentiality.  Except  as  provided  for  in  Section  2,  the
Technology  shall not be disclosed by any Party to third persons  unless (i) the
Parties agree that such  disclosure  is necessary to effectuate  the purposes of
the Venture,  (ii) the information disclosed is already in the public domain, or
(iii)  such  disclosure  is  required  by law.  Any  third  person  to whom such
disclosure is made shall be required to execute an  appropriate  confidentiality
agreement.  The obligations of confidentiality shall survive termination of this
Agreement.



11.Term: The initial term of this Agreement shall be 25 years. The Agreement may
be renewed for successive 25 year terms at the election of EMC.



12.  Termination:  The Joint  Venture  shall be dissolved  upon the first of the
     following to occur:


(a) the mutual  agreement  of the  Parties to effect such  termination;  (b) the
Agreement is terminated pursuant to Section 2, 3(a) or 11 hereof;



(b) a Party commits a material breach or defaults in its obligations  under this
Agreement,  such  breach or  default  is not cured  within 30 days of receipt of
written  notice  thereof by EMC in the case of a breach or default by  Gerstein,
Arzu or Martinez or written notice thereof by Gerstein,  Arzu or Martinez in the
case of a breach or default by EMC, and the notifying Party thereafter  provides
written notice that the Joint Venture will terminate in 30 days.  Upon the third
such breach or default, the notifying Party may terminate

the agreement upon 30 days written notice,  without providing for a cure period.
If, at the time of termination, there is any revenue from on-going business, net
operating profit shall be distributed according to the formula set forth herein.



          13. Notice:  All notices under this Agreement shall be deemed received
on the day sent if delivered by facsimile, by the next business day if delivered
by overnight carrier,  and by five days following the mailing if delivered by US
first class mail.  All notices are to be sent to the  following,  as the Parties
may from time to time modify by written notice:

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If to EMC:



Arnold P. Lutzker, Esq.

Fish & Richardson, P.C.

601 13th Street, NW

Washington, D.C. 20005

Phone: 310-551-0011

Fax: 310-551- 1942



If to Gerstein:



Russell Gerstein

1905 North Rancho Road

Las Vegas, Nevada 89106

Phone: 702-648-8O64



If to Arzu:



Carlos Eduardo Arzu Lima

2A. Calle 24-16

Zona 15 V.H.I.

Guatemala, Central America

Phone: 011-502-634-1548



If to Martinez:

Juan Edwin Martinez

18 Calle 22-45

Zona 10

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Guatemala, Central America

Phone: 011-502-368-0040





     14.  Further  Agreements  The  Parties   acknowledge  that  this  Agreement
constitutes  the initial  understanding  between them. They are all committed to
working diligently,  with their respective counsel,  towards the preparation and
execution of such further formal understandings to which they shall agree. Until
such time as these further  understandings  are  formalized  and executed,  this
Agreement and the terms and conditions hereof shall be binding and in full force
and effect.



15. Miscellaneous:



        (a)  Severability:  If any provision of this  Agreement is adjudged by a
court or other  governmental body of competent  jurisdiction to be unenforceable
or invalid,  the remainder of this  Agreement  shall  continue in full force and
effect to the greatest extent permitted by law.



(b)  Governing Law: This Agreement shall be governed by the laws of the State of
     Nevada, without regard to conflicts of laws principles.



(c)  No Waiver:  Failure by a Party to demand  performance  of any obligation of
     the other Party shall not be deemed a waiver of such non-performance.



(d) Force Majeure: Failure of a Party to perform any of the obligations required
of it under  this  Agreement  shall not  constitute  a breach or default of this
Agreement  if such  failure was caused by an event not within the control of the
Party,  including  any acts of God,  fire,  earthquake,  strike  or other  labor
dispute, not, war or terrorist act.



(e)  Amendment:  This  Agreement may be amended only by writing  executed by all
     Parties.



(f)  Entire Agreement:  This Agreement and any future amendments  constitute the
     entire  understanding  of the  Parties  and any and all  prior  agreements,
     understandings, or representations are hereby terminated.



(g)  Counterparts:  This Agreement may be executed in one or more  counterparts,
     each of which shall be deemed an original.



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





ELECTRIC MEDIA COMPANY-NEVADA, INC.




     By:    /S/ Joseph A. Corazzi   /S/ Juan Edwin Martinez





             /S/Russell Gerstein    /S/Carlos Eduardo Arzu L:ima



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                                  ATTACHMENT A



           FINANCING AND COMPENSATION DUE GERSTEIN, ARZU AND MARTINEZ



1. FINANCING FOR THE MARKETING TESTS



     The Parties  hereby  acknowledge  that EMC has provided or will provide the
Venture or Parties hereto with financing in order to complete the Marketing Test
of the Technology, as follows:





        (a) Upon signing this  Agreement  and  providing  EMC with copies of all
contracts for the  acquisition of office space,  etc. up to $500,000 for general
start-up costs,  including  renting office space,  equipment,  and other initial
120-day  start-up  expenses  as such  costs and  expenses  are  agreed to by the
Parties.



             (b) Upon acceptance of the Marketing Test described in Attachment B
or within 30 days  hereafter,  the Joint Venture shall commence  construction of
the infrastructure according to a mutual agreed upon budget.



             (c) All payments made according to the above schedule shall he made
only after EMC receives invoice payment requests in the form of Attachment C.





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   FINANCING AND COMPENSATION DUE AFTER SUCCESSFUL

                  COMPLETION OF THE MARKETING TEST



             Upon  EMC's  acknowledgment  of the  successful  completion  of the
Marketing Test items listed in Section Bof Attachment B:



(a)  Gerstein,  Arzu and Martinez shall jointly  receive from EMC 500,000 shares
     of restricted common stock in Las Vegas Network ("LVEN") as a success fee;:
     and



             (b) Upon the successful completion and written acceptance by EMC of
all Marketing Test, Gerstein Arzu and Martinez shall jointly receive $15,000 per
month as an advance  against  their share of future  Venture net  profits,  such
advance  to be  payable  on the  fifteenth  day  of  each  month  and  used  for
accountable  developmental  expenses as invoiced in a form acceptable to EMC for
or by  third  party  vendors,  beginning  with the  first  full  month  upon the
successful  completion of the Marketing Test. EMC shall not be obligated to make
any monthly payment until it has acknowledged  satisfactory completion of all of
the Marketing Test. All advances to Gerstein,  Arzu and Martinez,  together with
interest on such advances  compounded at the rate of six percent (6%) per annum,
shall be  recouped by EMC out of their  respective  share of Venture net profits
under  Section 5 (b) hereof.  The amount of net profits due  Gerstein,  Arzu and
Martinez shall be deposited directly by the Venture to EMC's account,  until all
such advances,  plus accrued  interest shall have been repaid.  Once Gerstein's,
Martinez and Arzu's accounts are in equilibrium  (that is, advances equal earned
net  profits  plus  interest),  LVEN  shall  distribute  to  Gerstein,  Arzu and
Martinez, on a quarterly basis, a draw based on their share of net profits



        (c) In addition to the shares of LVEN set forth in (a) above,  Gerstein,
Arzu and Martinez  shall jointly  receive  500,000  shares of restricted  common
stock in LVEN for each 150,000 telephones  verified as installed in Guatemala up
to a total of two million five hundred  thousand  (2,500,000)  shares.  All LVEN
shares issued to Gerstein,  Arzu and Martinez shall be subject to and reduced by
any reverse split or other reclassification of LVEN stock.













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                                  ATTACHMENT B



                                 MARKETING TEST



               The Marketing Test shall include, but not exclusive, purpose, the
       creastion of live, real-time,  tests to demonstrate of the capability and
       tgehnology.



A.   By no later  than July 30,  1997,  the  commercial  marketability  shall be
     proven in accordance with the following:



A.1. Providing  75,000  orders for new  telephone  lines with  deposits in local
     Guatemala banks to cover same;



               A.2.  Poviding  a  complete  business  plan,   demonstrating  the
       eocnomic  feasility of the Technology,  including  anticipated  revenues,
       expenses,  profits,  and the  details of  installation  operaitons  ("the
       Market Feasibility Study"); and



A.3. Five telephone calls  initiated from five separate  residences to any other
     telephone worldwide;



All  billing and collection  procedures are also to be demonstrated.  Wtihint 30
     days of  acceptence  of the  Marketing  Test  decribed  in  Attachement  B,
     Gerstein,  Arzu and Martinez shall cause the title to the switch,  which is
     currently  located in  Guatemala,  to be  transferred  to EMC.  The Pacific
     serial number and  describtion of the switche shall be provided by Gerstin,
     Arzu and Martinez to EMC , at least 10 days proir thereto.



                        This Agenda  constitutes  an initial draft  statement of
       the  purposes  of the  Marketing  Test and may be modified or added to by
       EMC, with Gerstein's,  Arzu's and Martinez's  reasonable  acceptance,  by
       sending  written  notice  to  Gerstein,  Arzu  and  Martinez  at any time
       hereafter, but in no event not priot to July 15, 1997.

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