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Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENTdated as of the May 1, 2001.

BETWEEN:



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | BLUE ZONE ENTERTAINMENT INC.,a corporation
incorporated under the laws of British Columbia,
having an office at 329 Railway Street, Vancouver,
British Columbia, V6A 1A4
|
| | (the Company)                                                                                                                                                         

AND:



| |                            
| | ---------------------------
| | Bruce Warren, an individual
|
| | Vancouver, British Columbia
|
| | (the Employee)           

WITNESSES THAT WHEREAS:

A.          The Company is a leading multimedia company involved in the development and
management of creative interactive broadcast properties for television, radio,
advertising and the internet;

B.          It is in the Companys best interest to attract and retain qualified
executives and to provide an incentive for such of its senior executives,
including the Employee, to remain with the Company during a change of control;
and

C.          The Company wishes to continue to employ the Employee and the Employee has
agreed to continue to be employed by the Company on the terms and conditions
set forth herein.

THEREFOREin consideration of the recitals, the following representations
and covenants and the payment of one dollar made by each party to the other,
the receipt and sufficiency of which is acknowledged by each party, the parties
agree on the following terms:

1.0           Employment Duties

1.1           The Company hereby employs the Employee in the position of President and
Chief Executive Officer.

1.2           The Employee shall report to the Board of Directors of the Company and
shall perform, observe and conform to such duties and instructions as from time
to time are lawfully assigned or communicated to him on behalf of the Company
and on behalf of such affiliates or





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subsidiaries of the Company designated by the Company as requiring the services
of the Employee and as are consistent with his position of President and Chief
Executive Officer.

1.3           Throughout the term of this Agreement, the Employee shall:



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| | --- | ---------------------------------------------------------------------------------------
| | (a) | devote his full time, attention and ability to the business and
affairs of the Company;



| |     |                                       
| | --- | --------------------------------------
| | (b) | well and faithfully serve the Company;



| |     |                                                                            
| | --- | ---------------------------------------------------------------------------
| | (c) | use his best efforts to generally promote the interests of the
Company; and



| |     |                                                                                                                                                                        
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | not be employed or engaged in any capacity in promoting,
undertaking or carrying on any other business or occupation without
the prior written approval of the Company.

1.4           The Employee acknowledges and agrees that he is a fiduciary of the Company.

1.5           Without in any way limiting the scope of the Employees fiduciary
obligations to the Company, the Employee agrees that, at all times during the
term of this Agreement and following the termination of this Agreement or the
employment of the Employee with the Company, the Employee shall not engage in
unfair competition with the Company, its affiliates or subsidiaries, aid others
in any unfair competition with the Company, its affiliates or subsidiaries, in
any way breach the confidence that the Company has placed in the Employee,
misappropriate any proprietary or confidential information of the Company, or
misappropriate any corporate opportunities of the Company.

2.0           Compensation

2.1           Salary

2.1.1        The Employee shall be paid an annual salary of $60,000.00 (US) payable in
semimonthly instalments on the first and fifteenth day of each month
(Salary). Should the first or fifteenth of any month not be a business day,
the Employees semi- monthly instalment otherwise due on such date shall be
paid to the Employee on the immediately preceding business day.

2.1.2        Further increases to the Employees Salary shall be in the Companys sole
discretion.

2.2           Statutory Deductions

2.2.1        The Company shall have the right to deduct and withhold from the
Employees compensation any amounts required to be deducted and remitted under
the applicable provincial or federal laws of Canada.



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- 3 -

2.3           Benefits

2.3.1         The Employee shall be entitled to such benefits as the Company may, at
its sole discretion, offer from time to time to its employees in similar
positions. The introduction and administration of benefits is entirely within
the Companys sole discretion, and the introduction, deletion or amendment of
benefits shall not constitute a breach of this Agreement.

2.4           Bonus

2.4.1         The Company may pay the Employee bonuses as may be determined by the
Compensation Committee of the Board of the Company, in its sole discretion,
from time to time.

2.5           Shares

2.5.1         The Employee may be entitled to participate in a stock option plan or
share purchase plan or any similar plan as may be offered by the Company at its
sole discretion from time to time. The introduction and administration of any
such plan is entirely at the Companys sole discretion, and the introduction,
deletion or amendment of such plan shall not constitute a breach of this
Agreement.

2.5.2         Any stock options granted shall be on the terms set out in the form of
the stock option agreement in use by the Company at the time of such grant and
in accordance with the terms of the Companys Stock Option Plan (the Stock
Option Plan), and subject to necessary regulatory and Board approval.

2.6           Vacation

2.6.1         The Employee shall be entitled to an annual vacation of four (4) weeks
per calendar year. The timing of vacations shall be in accordance with the
Companys policies and practices for senior management personnel and with the
Companys needs.

2.6.2         The Employee acknowledges and agrees that unless otherwise expressly
agreed in writing between the Employee and the Company, the Employee shall not
be entitled, by reason of his employment with the Company or by reason of any
termination of such employment, howsoever arising, to any remuneration,
compensation or benefits other than those expressly provided for in this
Agreement.

3.0           Non-Competition and Confidentiality

3.1           Non-Competition

3.1.1         During the term of this Agreement and for six (6) months following the
termination of this Agreement, the Employee shall not, without the written
consent of the Company:



| |     |                                                                   
| | --- | ------------------------------------------------------------------
| | (a) | own or have any interest directly in;                             
|
| | (b) | act as an officer, director, agent, employee or consultant of;
nor



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- 4 -



| |     |                                      
| | --- | -------------------------------------
| | (c) | assist in any way or in any capacity,

any person, firm, association, syndicate, partnership, joint venture,
collaboration, corporation or other entity that is engaged in a business that
is substantially similar to or competes with the business engaged in by the
Company or any entity that directly or indirectly controls, is controlled by,
is under direct or indirect common control of the Company including without
limitation, Blue Zone, Inc., Blue Zone Productions Ltd. and Blue Zone
International Limited (Affiliates) within Canada.

3.1.2         The Employee shall not, for a period of twelve (12) months from the date
of termination of this Agreement:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | directly or indirectly, either personally, by agent or by
letters, circulars or advertisements, contact for the purpose of
solicitation or solicit any person, firm, association, syndicate,
joint venture, collaboration, corporation, business entity or crown
corporation who is or was a customer of the Company or its
Affiliates on or at any time within the two years prior to the date
of termination of the Employees employment with the Company or who
was scheduled to become a customer of the Company or its Affiliates
within twelve months prior to the date of such termination of
employment.



| |     |                                        
| | --- | ---------------------------------------
| | (b) | induce or attempt to induce any person:



| |     |                                                                                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------
| | (i) | who was an employee of the Company or its Affiliates at the
time of the date of termination of the employment of the
Employee; or



| |      |                                                                                                                                   
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------
| | (ii) | who has been, during the two years prior to such inducement
or attempted inducement, an employee of the Company or its
Affiliates;



| |                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------
| | to leave the employ of the Company or its Affiliates, whether to
join the Employee in a similar enterprise or otherwise.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | either directly or indirectly, solicit, divert or take away any
staff, temporary personnel, trade, business, or goodwill from the
Company or its Affiliates, or otherwise compete for accounts or
personnel which become known to him through his relationship with
the Company or its Affiliates and agrees not to influence or attempt
to influence any of the Companys or its Affiliates customers or
personnel not to do business with the Company or its Affiliates.

3.2           Delivery of Records

3.2.1         Any and all computer code, data, notes, diagrams, reports, notebook
pages, memoranda, and like materials, including Confidential Information and
Inventions (as such terms are hereinafter defined) received from or developed
for the Company or its Affiliates and



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- 5 -

any copies or excerpts thereof shall remain the property of the Company or its
Affiliates. Upon the termination of the Employees relationship with the
Company as established under this Agreement, or at anytime during the term
hereof at the request of the Company, the Employee shall deliver to the Company
all such materials and other property belonging to the Company or developed in
connection with the business of the Company.

3.3          Confidentiality

3.3.1         In the course of carrying out and performing his duties and
responsibilities to the Company, the Employee shall obtain access to and be
entrusted with Confidential Information (as hereinafter defined) relating to
the business and affairs of the Company or its Affiliates.

3.3.2         The term Confidential Information as used in this Agreement means all
trade secrets, proprietary information and other data or information (and any
tangible evidence, record or representation thereof), whether prepared,
conceived or developed by an employee of the Company or its Affiliates or
received by the Company or its Affiliates from an outside source which is
maintained in confidence by the Company or its Affiliates or any of its
customers to obtain a competitive advantage over competitors who do not have
access to such trade secrets, proprietary information, or other data or
information. Without limiting the generality of the foregoing, Confidential
Proprietary Information includes:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | any ideas, improvements, know-how, research, inventions,
innovations, products, services, sales, scientific or other
formulae, patterns, processes, methods, machines, manufactures,
compositions, processes, procedures, tests, treatments,
developments, technical data, designs, devices, patterns, concepts,
computer programs, computer code, creative development, training or
service manuals, plans for new or revised services or products or
other plans, items or strategy methods on compilation of
information, or works in process, or any Invention (as defined in
section 4.2 below), or parts thereof, and any and all revisions and
improvements relating to any of the foregoing (in each case whether
or not reduced to tangible form) that relate to the business or
affairs of the Company or Affiliates, or that result from its
marketing, research and/or development activities;



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | any information relating to the relationship of the Company or
its Affiliates with any clients, customers, suppliers, principals,
contacts or prospects of the Company or its Affiliates and any
information relating to the requirements, specifications, proposals,
orders, contracts or transactions of or with any such clients,
customers, suppliers, principals, contacts or prospects of the
Company or its Affiliates, including but not limited to client
lists;



| |     |                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (c) | any sales plan, marketing material, plan or survey, business
plan or opportunity, product or service development plan or
specification, business proposal or business agreement; and



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- 6 -



| |     |                                                                                               
| | --- | ----------------------------------------------------------------------------------------------
| | (d) | any information relating to the present or proposed business of
the Company or its Affiliates.

3.3.3        The Employee agrees that the Confidential Information is and will remain
the exclusive property of the Company or its Affiliates. The Employee also
agrees that the Confidential Information:



| |     |                                                                                                
| | --- | -----------------------------------------------------------------------------------------------
| | (a) | constitutes a proprietary right which the Company or its
Affiliates is entitled to protect; and



| |     |                                                                        
| | --- | -----------------------------------------------------------------------
| | (b) | constitutes information and knowledge not generally known to the
trade.

3.3.4        The Employee understands that the Company has from time to time in its
possession information belonging to others or which is claimed by others to be
confidential or proprietary and which the Company has agreed to keep
confidential. The Employee agrees that all such information shall be
Confidential Information for the purposes of this Agreement.

3.3.5        For purposes of the copyright laws of the United States of America, to
the extent, if any, that such laws are applicable to any Confidential
Information, it shall be considered a work made for hire and the Company shall
be considered the author thereof.

3.3.6        The Employee acknowledges and agrees that any Confidential Information
disclosed to the Employee is in the strictest confidence and the Employee
agrees to maintain and hold in strict confidence all Confidential Information
disclosed to him. The disclosure of any such Confidential Information by the
Employee in any form whatsoever except as authorized by the Company or
permitted under section 3.3.9 of this Agreement is and shall be considered a
breach of the Employees employment arrangement and shall constitute immediate
cause for dismissal.

3.3.7        Except as authorized by the Company, the Employee shall not:



| |     |                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | duplicate, transfer, disclose or use nor allow any other person
to duplicate, transfer or disclose any of the Confidential
Information; or



| |     |                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | incorporate, in whole or in part, within any domestic or foreign
patent application, any proprietary or Confidential Information
disclosed to the Employee by the Company.

3.3.8        The Employee will safeguard all Confidential Information to which the
Employee has access at all times so that it is not exposed to or used by unauthorized persons, and will exercise at least the same degree of care that he
would use to protect his own confidential information.

3.3.9        The restrictive obligations set forth above shall not apply to the
disclosure or use of any information which:



| |     |                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------
| | (a) | is or later becomes publicly known under circumstances involving
no breach of this Agreement by the Employee;



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| |     |                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------
| | (b) | is already known to the Employee outside his employment at the
time of receipt of the Confidential Information;



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| | --- | -----------------------------------------------------------------------------
| | (c) | is disclosed to a third party under an appropriate
confidentiality agreement;



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| | --- | ------------------------------------------------------------
| | (d) | is lawfully made available to the Employee by a third party;



| |     |                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------
| | (e) | is independently developed by the Employee who has not been
privy to the Confidential Information provided by the Company; or



| |     |                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | is required by law to be disclosed but only to the extent of
such requirement and the Employee shall immediately notify in
writing the Chief Executive Officer of the Company upon receipt of
any request for such disclosure.

3.3.10        The Employee acknowledges that a breach by the Employee of any of the
covenants contained in this section 3 shall result in damages to the Company
and that the Company could not be adequately compensated for such damages by a
monetary award. Accordingly, in the event of any such breach, in addition to
all other remedies available to the Company at law or in equity, the Company
shall be entitled as a matter of right to apply to a court of competent
jurisdiction for such relief by way of restraining order, temporary or
permanent injunction, decree or otherwise, as may be appropriate to ensure
compliance with the provisions of this Agreement.

3.3.11       The Employee acknowledges that the restrictions contained in this
section 3 are reasonable and valid and all defences to the strict enforcement
thereof by the Company are hereby waived by the Employee.

3.3.12       The provisions of this section 3 shall survive the termination of this
Agreement.

4.0          Ownership of Future Intellectual Property

4.1          Any new technology, knowledge or information developed by the Employee
related to the business of the Company or any of its Affiliates during the term
of this Agreement shall be the exclusive property of the Company and its
Affiliates.

4.2          The Employee acknowledges that all Confidential Information and all other
discoveries, know-how, inventions, ideas, concepts, processes, products,
protocols, treatments, methods, tests and improvements, computer programs, or
parts thereof, conceived, developed, reduced to practice or otherwise made by
him either alone or with others, and that in any way relates to the present
programs, services, product or business of the Company or its Affiliates,
during the course of his employment with the Company pursuant to this Agreement
or any previous employment agreements or arrangements between the Employee and
the Company or its Affiliates, whether or not conceived, developed, reduced to
practice or made during the Employees regular working hours or on the premises
of the Company (collectively Inventions), and any and all services and
products which embody, emulate or employ any such



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Inventions will be the sole property of the Company or its nominee and all
copyrights, patents, patent rights, trademarks, service marks and reproduction
rights to, and other proprietary rights in, each such Invention, whether or not
patentable or copyrightable, will belong exclusively to the Company or its
nominee. For purposes of the copyright laws of the United States of America,
to the extent, if any, that such laws are applicable to any such Invention or
any such service or product, it will be considered a work made for hire and the
Company will be considered the author thereof.

4.3           The Employee hereby assigns to the Company or its nominee, their successors
or assigns, all his rights, title and interest in and to the Inventions.

4.4           The Employee hereby waives for the benefit of the Company and its
successors and assigns all his moral rights in respect of the Inventions.

4.5           The Employee will assist the Company or its nominee in every proper way
(but at the Companys expense) to obtain and, from time to time to enforce,
patents or copyrights in respect of the Inventions in any and all countries,
and to that end the Employee will execute all documents for use in applying
for, obtaining and enforcing patents and copyrights on such Inventions as the
Company may desire, together with any assignments of such Inventions to the
Company or Persons designated by it.

4.6           The Employee represents and warrants that he is subject to no contractual
or other restriction or obligation which will in any way limit his activities
on behalf of the Company. The Employee hereby represents and warrants to the
Company that he has no continuing obligations to any previous employer with
respect to any previous invention, discovery or other item of intellectual
property or which requires the Employee not to disclose any information or data
to the Company. The Employee further represents and warrants that he does not
claim rights in, or otherwise excludes from this Agreement, any Invention
except as listed on Schedule A hereto.

4.7           The Employee acknowledges that a breach by the Employee of any of the
covenants contained in this section 4 herein shall result in damages to the
Company and that the Company could not be adequately compensated for such
damages by a monetary award. Accordingly, in the event of any such breach, in
addition to all other remedies available to the Company at law or in equity,
the Company shall be entitled as a matter of right to apply to a court of
competent jurisdiction for such relief by way of restraining order, temporary
or permanent injunction, decree or otherwise, as may be appropriate to ensure
compliance with the provisions of this Agreement.

4.8           The provisions of this section 4 shall survive the termination of this
Agreement.

5.0          Term of Employment and Termination

5.1           The term of the Employees employment pursuant to this Agreement shall
commence on May 1, 2001 and continue until such time as it is terminated
pursuant to this section 5.



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5.2           The Company may terminate the Employees employment at any time with no
notice, for cause. If this Agreement and the Employees employment are
terminated for cause, no notice, pay in lieu of notice, Salary, benefits, stock
options shall be paid or payable to the Employee after or as a result of such
termination.

5.3           The Company may terminate the Employees employment at any time, without
cause, upon providing to the Employee:



| |     |                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------
| | (a) | three months of notice or payment of three months Salary in
lieu of notice or a combination thereof; and



| |     |                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | one additional month of notice or Salary in lieu of notice or
combination thereof for each of the Employees completed years of
service after January 2, 2001.

5.4           The amount of notice in writing or pay in lieu of notice or combination
thereof provided for in section 5.3 is inclusive of any entitlement to notice
or pay in lieu pursuant to the Employment Standards Act, R.S.B.C. 1996, c.113.

5.5           Notwithstanding the terms of the Stock Option Plan, in the event the
Employees employment is terminated by the Company without cause then any stock
options granted to the Employee shall cease to vest on the effective date of
termination pursuant to the notice of termination and shall be exercisable in
accordance with the terms of the Stock Option Plan and, subject to the Stock
Option Plan or stock option agreement, shall remain exercisable until 90 days
following the Employees last day of work.

5.6           If prior to the termination of this Agreement, there is a Change in Control
(as such term is defined herein) and in the next 6 month period following the
Change in Control (Protection Period), any of the following occur:



| |     |                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------
| | (a) | the Employees employment is terminated for reasons other than
cause, permanent disability or death; or



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| | --- | ----------------------------------------------
| | (b) | the Employee resigns within 30 days following:



| |     |                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | a material change (other than a change that is clearly and
exclusively consistent with a promotion) in the Employees
position, duties, responsibilities, title or office in effect
immediately prior to the Change in Control;



| |      |                                                                                                                                                                                     
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | a failure by the Company to increase the Employees Salary
or other forms of compensation in a manner consistent with
increases granted generally to the Companys other executives;



| |       |                                                                                                 
| | ----- | ------------------------------------------------------------------------------------------------
| | (iii) | a decrease in the Employees Salary or a material decrease
in the Employees other compensation;



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| |      |                                                                                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) | a relocation of the Employees principal place of employment
outside the Greater Vancouver Regional District, without the
Employees consent; or



| |     |                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (v) | any action or event that would constitute a constructive
dismissal of the Employee at common law,                                                    
|
| |     | provided and only if such change, reduction or relocation
is effected by the Company during the Protection Period
and without the Employees consent,

then this Agreement shall be deemed to have been terminated by the Company and
the Company shall provide the Employee, in lieu of notice, and in lieu of any
payment described in section 5.3 of this Agreement, an amount equal to 6 months of Salary plus one month of Salary for each of the Employees completed
year of service after January 2, 2001 and the Company shall immediately vest
any stock options granted pursuant to section 2.5 herein, which shall be
exercisable in accordance with the terms of the Stock Option Plan or any other
stock option plan or agreement pursuant to which options were granted.

5.7          For the purposes of this Agreement, Change in Control means:



| |     |                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | the direct or indirect sale, lease, exchange or other
transfer of all or substantially all (75% or more) of the assets
of the Company to any person or entity or group of persons or
entities acting in concert as a partnership or other group;



| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) | a merger, consolidation, reorganization or arrangement
involving the Company other than a merger, consolidation,
reorganization or arrangement in which stockholders of the
Company immediately prior to such merger, consolidation,
reorganization or arrangement own, directly or indirectly,
securities possessing at least 65%of the total combined voting
power of the outstanding voting securities of the corporation
resulting from such merger, consolidation, reorganization or
arrangement in substantially the same proportion as their
ownership of such voting securities immediately prior to such
merger, consolidation, reorganization or arrangement;



| |       |                                                                                                                                                                                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) | a majority of the Board of Directors elected at any annual
or special general meeting of the shareholders of the Company are
not individuals nominated by the Companys then- incumbent Board;
or



| |      |                                                                                                                                                                                                                                                             
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv) | the acquisition, directly or indirectly, by any person or
related group of persons acting jointly or in concert (other than
the Company or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company) of



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- 11 -



| |  |                                                                                                                                         
| |  | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | beneficial ownership of securities possessing more than
[50%]of the total combined voting power of the Companys
outstanding securities.

5.8           Subject to sections 5.6 and 5.7, in the event it is determined that the
Employee has been constructively dismissed by the Company, the Employee shall
be entitled to the same notice or payment in lieu of notice and vesting of
stock options as if he had been terminated without cause under sections 5.3,
5.4 and 5.5.

5.9           The Employee may terminate this Agreement and his employment with the
Company upon giving the Company thirty (30) days notice of resignation of his
employment. Upon the effective date of the Employees resignation, the Company
shall not be obligated to make any further payments under this Agreement. On
the giving of such notice by the Employee, or at any time thereafter, the
Company shall have the right to elect to terminate the Employees employment at
any time prior to the effective date of the Employees resignation, and upon
such election, shall provide to the Employee the following:



| |     |                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------
| | (a) | a lump sum equal to thirty days Salary or to such proportion of
the thirty days that remains outstanding at the time of the
election; and



| |     |                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | continuation of the Benefits for the thirty-day period or such
proportion of the thirty days that remains outstanding at the time
of the election.

For greater certainty, upon such election being made by the Company, the
Employee shall not be entitled to any further vesting of stock options.

6.0           Waiver

6.1           No consent or waiver, express or implied, by any party to this Agreement or
any breach or default by any other party in the performance of its obligations
under this Agreement or of any of the terms, covenants or conditions of this
Agreement shall be deemed or construed to be a consent or waiver of any
subsequent or continuing breach or default in such partys performance or in
the terms, covenants or conditions of this Agreement. The failure of any party
to this Agreement to assert any claim in a timely fashion for any of its rights
or remedies under this Agreement shall not be construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such partys right
to assert such claim at any time thereafter.

7.0           Notices

7.1           Any notice relating to this Agreement or required or permitted to be given
in accordance with this Agreement shall be in writing and shall be personally
delivered, telefaxed or mailed by registered mail, postage prepaid if to the
Company to the address of the Company set out on the first page of this
Agreement and if to the Employe e to the home address of the Employee on the
Companys records. Any notice shall be deemed to have been received if
delivered or telefaxed, when delivered or telefaxed, and if mailed, on the
fifth day (excluding Saturdays, Sundays and holidays) after the mailing
thereof. If normal mail service is interrupted the sender shall deliver such
notice in order to ensure prompt receipt thereof.



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7.2          Each party to this Agreement may change its address for the purpose of this
section 7.0 by giving written notice of such change in the manner provided for
in section 7.1.

8.0          Applicable Law

8.1          This Agreement shall be governed by and construed in accordance with the
laws of the province of British Columbia and the federal laws of Canada
applicable therein, which shall be deemed to be the proper law hereof. The
parties hereto hereby submit to the jurisdiction of the courts British
Columbia.

9.0          Severability

9.1          If any provision of this Agreement for any reason is declared invalid, such
declaration shall not affect the validity of any remaining portion of the
Agreement, which remaining portion shall remain in full force and effect as if
this Agreement had been executed with the invalid portion thereof eliminated
and it is hereby declared the intention of the parties that they would have
executed the remaining portions of this Agreement without including therein any
such part, parts or portion which may, for any reason, be hereafter declared
invalid.

10.0          Entire Agreement

10.1         This Agreement constitutes the entire Agreement between the parties hereto
regarding the subject matter described herein and there are no representations
or warranties, express or implied, statutory or otherwise other than set forth
in this Agreement and there are no Agreements collateral hereto other than as
are expressly set forth or referred to herein. This Agreement supersedes the
Employment Agreement between the parties dated December 1, 2000 any other prior
agreements, written or oral in respect of the Employees employment with the
Company.

11.0         Amendment

11.1         This Agreement shall not be amended except in writing signed by both parties.

12.0         Independent Legal Advice

12.1          The Employee acknowledges that this Agreement has been prepared by the
Companys solicitors and acknowledges that the Employee has had sufficient time
to review this Agreement thoroughly, that he or she has read and understood the
terms of this Agreement and that the Employee has been given the opportunity to
obtain independent legal advice concerning the interpretation and effect of
this Agreement prior to its execution.



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13.0         Counterpart

13.1          This Agreement may be executed in counterpart, including by facsimile, and
such counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution shall be deemed to bear the date as set
out on the first page of this Agreement.

IN WITNESS WHEREOFthe parties have duly executed this Agreement as of the
date set out on the first page of this Agreement.

BLUE ZONE ENTERTAINMENT INC.

|                                                   |   |                 
|-------------------------------------------------- | - | ----------------
|Per: /s/ JEREMY BLACK
        Authorized Signatory |  
|                                                   |   |                 
|                                                   |   |                 
|SIGNED, SEALED AND DELIVERED by                    | ) |                 
|Bruce Warren in the presence of:                   | ) |                 
|                                                   | ) |                 
|/s/ JAMIE OLLIVIER                                 | ) |                 
|                                                   | ) |                 
|Witness                                            | ) | /s/ BRUCE WARREN
|                                                   | ) |                 
|                                                   | ) | Bruce Warren    
|JAMIE OLLIVIER                                     | ) |                 
|                                                   | ) |                 
|Name                                               | ) |                 
|                                                   | ) |                 
|765 Keefer Street                                  | ) |                 
|                                                   | ) |                 
|Address                                            | ) |                 
|                                                   | ) |                 
|Vancouver, BC                                      | ) |                 
|                                                   | ) |                 
|                                                   | ) |                 
|                                                   | ) |                 
|Executive Creative Director                        | ) |                 
|                                                   | ) |                 
|Occupation                                         | ) |                 



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- 14 -

Schedule A

Intellectual Property

Pursuant to section 4.6 of this Agreement, the Employee excludes the
following Inventions from the operation of section 4.0:

[LIST] OR [NIL]

RAD-I/O
ROM PIRATES
DESKTOPLESS

AND ALL INTELLECTUAL PROPERTY ASSOCIATED WITH THE ABOVE, INCLUDING BUT NOT
LIMITED TO: DOMAIN NAMES, COLLATERAL MATERIALS, CONCEPTS, INTERACTIVE
PROTOTYPES, DEMOS, MULTIMEDIA ENGINEERING AND CREATIVE DEVELOPMENT AND
EXECUTION.