EXHIBIT 10.10

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT,  dated  this  1st  day  of January 2001, between Mac
Filmworks,  Inc. a Delaware corporation, currently having its principal place of
business  at  9464  Mansfield  Road, Suite A-1, Shreveport, Louisiana 71118 (the
"Company"),  and  Jim McCullough, Sr. (the "Executive"), an individual currently
residing  at  463  Dunmoreland  Circle,  Shreveport,  Louisiana  71107.

     WHEREAS,  the  Company desires to employ Executive and Executive desires to
be  employed  by  the  Company,  as President and Chief Executive Officer of the
Company.

     WHEREAS,  the  Executive  is  willing  to  enter into an agreement with the
Company  upon  the  terms  and  conditions  herein  set  forth.

     NOW,  THEREFORE,  in  consideration  of  the  premises and covenants herein
contained,  the  parties  hereto  agree  as  follows:

1.   Term  of Agreement.    Subject to the terms and conditions hereof, the term
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of  employment  of  the Executive under this Employment Agreement shall be for a
period  of  three  years commencing on the date hereof (the "Commencement Date).
Such  term  of  employment  is  herein  sometimes  called the "Employment Term."

2.   Employment.    As  of  the  Commencement Date, the Company hereby agrees to
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employ the Executive as President and Chief Executive Officer, and the Executive
hereby  accepts  such  employment  and  agrees  to  perform  his  duties  and
responsibilities  hereunder  in  accordance  with  the  terms  and  conditions
hereinafter  set  forth.

3.   Duties  and  Responsibilities.
     -----------------------------

     (a)     Duties.  Executive  shall  perform  such  duties  as  are  usually
performed  by  a President/Chief Executive Officer of a business similar in size
and  scope  as the Company and such other reasonable additional duties as may be
prescribed  from  time-to-time  by  the  Company's  board of directors which are
reasonable  and  consistent  with  the Company's operations, taking into account
Executive's  expertise  and  job responsibilities.  This agreement shall survive
any  job title or responsibility change agreed to by Executive.  Executive shall
report  directly  to  the  board  of  directors  of  the  Company  regarding
implementation  of  all  business  matters.  All  actions  of Executive shall be
subject  and  subordinate  to the review and approval of the board of directors.
No  other  person  or  group  shall  be  given  authority to supervise or direct
Executive in the performance of his duties.  The board of directors shall be the
final  and  exclusive  arbiter of all policy decisions relative to the Company's
business.

     (b)     Devotion  of  Time.  During  the  term of this agreement, Executive
agrees  to  devote sufficient time and attention during normal business hours to
the business and affairs of the company to the extent necessary to discharge the
responsibilities  assigned  to  Executive  and to use reasonable best efforts to
perform  faithfully  and  efficiently such responsibilities.  During the term of
this  agreement  it  shall not be a violation of this agreement for Executive to
(i)  serve  on  the  boards of corporations or charitable institutions (with the
permission  from  the  Company's  board  of  directors);  (ii)  manage  personal
investments  or companies in which personal investments are made so long as such
activities  do  not  significantly interfere with the performance of Executive's
responsibilities  with  the  Company  and  which  companies  are  not  in direct
competition  with  the Company; or (iii) provide services to Triad Family Media,
Inc.,  Jim  McCullough  Productions,  Inc.,  and  all  other  companies that are
currently  supported by Executive's services, however it is expressly understood
that  Executive  will limit his participation with the foregoing companies to no
more  than 10% of his time.  Any  income received by Executive outside the scope
of  his  employment and permitted pursuant to the provisions hereof, shall inure
to  the  benefit  of  Executive, and the Company shall not claim any entitlement
thereto.


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4.   Compensation  and  Benefits  During  the  Employment  Term:
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     (a)     Base  Compensation.  The  Executive's  base  compensation  from the
Commencement  Date through December 31, 2001, shall be at the rate of $7,000 per
month,  payable  in  regular  semi-monthly  installments  in accordance with the
Company's  practice  for  its executives, less applicable withholding for income
and  employment  taxes  as  required by law and other deductions as to which the
Executive  shall  agree.  Executive  acknowledges  that  initially  such  base
compensation  may  have  to be accrued, based upon the Company's current working
capital.   Such  base  compensation  shall  be  subject to increases as and when
determined  by  the  Company's  board  of  directors  in  its  sole  discretion.

     (b)     Bonus  Compensation.  In  addition  to  the  Executive's  base
compensation, Executive will be entitled to a performance bonus as determined by
the  board  of  directors.

     (c)     Vacation.  Employee  will  be entitled to three weeks paid vacation
each  12  month  period  during  the  Term.

     (d)     Expense  Reimbursement.  The  Executive  shall  be  entitled  to
reimbursement  of  all  reasonable,  ordinary  and  necessary  business  related
expenses  incurred  by  him in the course of his duties and upon compliance with
the  Company's  procedures.

     (e)     Participation  in  Employee  Benefit  Plans.  Executive  shall  be
entitled  to  participate,  subject  to  eligibility  and  other terms generally
established  by  the  Company's board or directors, in any employee benefit plan
[including  but  not  limited to life insurance plans, stock option plans, group
hospitalization,  health,  dental  care (which health insurance shall also cover
Executive's dependents) profit sharing, pension and other benefit plans], as may
be  adopted  or  amended  by  the  Company  from  time-to-time.

5.   Termination.    Subject  to the notice and other provisions of this Section
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5, the Company shall have the right to terminate the Executive's employment with
the  Company,  and  the  Executive  shall  have  the  right  to resign from such
employment,  at  any  time  and  for  no  stated  reason.

     (a)     Disability.  The  Company  shall  have  the  right to terminate the
employment  of  the  Executive  under this Agreement for disability in the event
Executive  suffers  an  injury,  illness  or  incapacity of such character as to
substantially  disable  him  from  performing  his  duties  without  reasonable
accommodation  by  the  Company  hereunder  for a period of more than sixty (60)
consecutive  days provided that during such 60 day period the Company shall have
given  at  least  ten (10) days written notice of termination; provided further,
however,  that  if  the  Executive  is  eligible  to receive disability payments
pursuant  to  a  disability  policy paid for by the Company, the Executive shall
assign  such benefits to the Company for all periods as to which he is receiving
full  payment  under  this  agreement.

     (b)     Death.  This agreement shall terminate upon the death of Executive.

     (c)     With  Cause.  The  Company may terminate this agreement at any time
because  of:

          (i)  Executive's  material breach of any term of this agreement, which
               is not cured after ten (10) days written notice from the board of
               directors.

          (ii) the  willful  engaging  by  the  Executive in misconduct which is
               materially  injurious  to  the  Company, monetarily or otherwise;
               provided,  in  each  case,  however,  that  the Company shall not


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               terminate this Agreement pursuant to this Section 5(c) unless the
               Company  shall  first  have  delivered to the Executive, a notice
               which  specifically  identifies such breach or misconduct and the
               Executive  shall not have cured the same within fifteen (15) days
               after  receipt  of  such  notice,

          (iii)  Executive's  gross negligence in the performance of his duties,
               or

          (iv) commission  by  the  Executive  of  a  felony  or an act of fraud
               against  the  Company.

     In the event Executive's employment with the Company is terminated pursuant
to  items  5(a),  (b)  or (c), Executive or his beneficiary shall be entitled to
receive all base compensation earned by Executive up to the date of termination,
all  unreimbursed  expenses, and any bonus earned in respect of a prior year and
not  yet  paid.  For  a termination by the Company without good cause, Executive
shall be entitled to receive the greater of (i) the remaining base salary at the
then  base salary rate for the remainder of the Employment Term or (ii) the base
salary  rate  for  the  period of six months, and all unreimbursed expenses, any
bonus  earned  in  respect  of  a  prior year and not yet paid, and the pro-rata
portion  of  any  bonus  for  the  current  year.

6.   Confidentiality  and Non-Disclosure.    In the course of the performance of
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Executive's  duties  hereunder,  Executive  recognizes  and  acknowledges  that
Executive may have access to certain confidential and proprietary information of
the  Company  or any of its affiliates. Without the prior written consent of the
Company,  Executive  shall  not  disclose  any  such confidential or proprietary
information to any person or firm, corporation, association, or other entity for
any  reason  or purpose whatsoever, and shall not use such information, directly
or  indirectly,  for  Executive's  own  behalf  or on behalf of any other party.
Executive  agrees  and affirms that all such information is the sole property of
the  Company and that at the termination and/or expiration of this Agreement, at
the  Company's  written  request, Executive shall promptly return to the Company
any  and  all  such  information  so  requested  by  the  Company.

     The  provisions  of  this  Section 6 shall not, however, prohibit Executive
from  disclosing  to others or using in any manner information that (a) has been
published  or has become part of the public domain other than by acts, omissions
or  fault  of  Executive;  (b)  has been furnished or made known to Executive by
third  parties  (other than those acting directly or indirectly for or on behalf
of  Executive)  as  a  matter  of  legal right without restriction on its use or
disclosure;  (c)  was  in  the  possession  of Executive prior to obtaining such
information  from  Company in connection with the performance of this Agreement;
or  (d)  is  required  to  be  disclosed  by  law.

7.   Arbitration.    If  a  dispute  should  arise regarding this agreement, all
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claims,  disputes,  controversies,  differences  or  other  matters  in question
arising  out  of  this  relationship  shall  be  settled finally, completely and
conclusively  by  arbitration  of  a  single  arbitrator  in  Houston, Texas, in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association  (the  "Rules").  Arbitration  shall be initiated by written demand.
This  agreement  to  arbitrate  shall  be  specifically  enforceable only in the
District  Court  of Harris County, Texas.  A decision of the arbitrator shall be
final, conclusive and binding on the Company and the Executive, and judgment may
be  entered  in  the District Court of Harris County, Texas, for enforcement and
other benefits.  On appointment, the arbitrator shall then proceed to decide the
arbitration  subjects  in  accordance  with  the Rules.  Any arbitration held in
accordance  with  this paragraph shall be private and confidential and no person
shall  be  entitled  to  attend  the  hearings except the arbitrator, Executive,
Executive's  attorneys,  and designated representatives of the Company and their
respective  attorneys.  The  matters submitted for arbitration, the hearings and
proceedings  and the arbitration award shall be kept and maintained in strictest
confidence by Executive and the Company and shall not be discussed, disclosed or
communicated  to  any  persons.  On  request  of  any  party,  the record of the
proceeding  shall  be  sealed  and may not be disclosed except insofar, and only
insofar,  as  may  be  necessary  to enforce the award of the arbitrator and any
judgment  enforcing an award.  The prevailing party shall be entitled to recover
reasonable  and  necessary  attorneys'  fees  and  costs from the non-prevailing
party.


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8.   Opportunities.    During  his employment with the Company, and for one year
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thereafter,  Executive  shall  not  take  any action which might divert from the
Company  any  opportunity  learned  about  by him during his employment with the
Company (including without limitation during the Employment Term) which would be
within  the  scope  of  any  of  the businesses then engaged in or planned to be
engaged  in  by  the  Company.

9.   Survival.    In  the  event  that  this Agreement shall be terminated, then
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notwithstanding  such  termination,  the  obligations  of  Executive pursuant to
Sections  6,  7,  8,  9,  10,  11,  and  12 of this Agreement shall survive such
termination.

10.   Contents  of  Agreement,  Parties  in  Interest,  Assignment, etc.    This
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Agreement sets forth the entire understanding of the parties hereto with respect
to the subject matter hereof.  All of the terms and provisions of this Agreement
shall  be  binding  upon  and  inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties hereto,
except  that the duties and responsibilities of Executive hereunder which are of
a  personal nature shall neither be assigned nor transferred in whole or in part
by  Executive.  This  Agreement  shall  not  be  amended  except  by  a  written
instrument  duly  executed  by  the  parties.

11.   Severability.    If  any term or provision of this Agreement shall be held
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to  be  invalid or unenforceable for any reason, such term or provision shall be
ineffective  to  the  extent  of  such  invalidity  or  unenforceability without
invalidating the remaining terms and provisions hereof, and this Agreement shall
be  construed as if such invalid or unenforceable term or provision had not been
contained  herein.

12.   Notices.    Any notice, request, instruction or other document to be given
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hereunder  by  any  party  to  the  other party shall be in writing and shall be
deemed  to have been duly given when delivered personally or five (5) days after
dispatch  by  registered  or  certified  mail,  postage  prepaid, return receipt
requested,  to  the  party  to  whom  the  same  is  so  given  or  made:

     IF  TO  THE  COMPANY  ADDRESSED  TO:

     Mac  Filmworks,  Inc.
     9464  Mansfield  Road,  Suite  A-1
     Shreveport,  Louisiana  71118

     WITH  A  COPY  TO:

     Brewer  &  Pritchard,  P.C.
     Three  Riverway,  Suite  1800
     Houston,  Texas  77056

     IF  TO  EXECUTIVE  ADDRESSED  TO:

     Jim  McCullough,  Sr.
     463  Dunmoreland  Circle
     Shreveport,  Louisiana  71107

or  to  such  other address as the one party shall specify to the other party in
writing.


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13.   Counterparts  and  Headings.    This  agreement  may be executed in one or
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more  counterparts,  each  of  which  shall  be deemed an original and all which
together  shall  constitute  one  and  the  same  instrument.  All  headings are
inserted  for  convenience of reference only and shall not affect the meaning or
interpretation  of  this  agreement.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered  as  of  the  day  and  year first above written.


                              MAC  FILMWORKS,  INC.


                              By:   /s/  Andrea  O'Neal
                                    ---------------------------------
                                    Andrea  O'Neal
                                    Director  and  Executive  Officer

                              EXECUTIVE

                              By:   /s/  Jim  McCullough,  Sr.
                                    ---------------------------------
                                    Jim  McCullough,  Sr.


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