EMPLOYMENT AGREEMENT
                              --------------------


         THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into effective
as of the 16th day of November, 2000 by and between Moviesonline, Inc., a Nevada
corporation (the "Company"), and Martin Senn (the "Employee").

                                    PREMISES
                                    --------

         A. The Company desires to employ  Employee and the Employee  desires to
accept employment in with the Company.

         B. The  parties  desire to enter  into  this  Employment  Agreement  to
specify each party's rights and obligations under the employment relationship.

                                    AGREEMENT
                                    ---------

         NOW,  THEREFORE,  FOR  AND IN  CONSIDERATION  of the  mutual  covenants
contained  herein and the mutual benefits to be derived  hereunder,  the parties
agree as follows:

         1.  Employment.
             -----------
         The Company hereby employs Employee, and Employee accepts and agrees to
such employment, on the terms and conditions set forth in this Agreement.

         2. Term.
            -----
         The term of this  Agreement  shall be for three (3) years and  commence
effective as of November 16, 2000,  and expire at midnight on November 16, 2003,
unless earlier terminated in accordance with the provisions of this Agreement.

         3. Duties.
            -------
         Employee shall perform the duties assigned to Employee by the Company's
Chief  Executive  Officer or its Board of Directors  (the  "Board") from time to
time.  Employee  shall hold such  offices and serve in such  positions  with the
Company  and its  subsidiaries  as  shall  from  time to  time be  requested  by
Company's Chief Executive  Officer or the Board.  Employee shall not receive any
additional  compensation  for service as an officer of any  subsidiaries  of the
Company unless otherwise directed by the Board.

         Employee shall devote substantially all of his working time and efforts
to the business of Company and its subsidiaries and shall not during the term of
this Agreement be engaged in any other  substantial  business  activities  which
will significantly  interfere or conflict with the reasonable performance of his
duties hereunder, except where approved by the Company's Chief Executive Officer
or the Board.  Employee  may serve or continue to serve as a member of the board
of directors of any companies or organizations which, in the reasonable judgment
of the  Company's  Chief  Executive  Officer or the Board,  will not present any
conflict of interest with the Company or any of its  subsidiaries  or materially
adversely affect the performance of Employee's duties under this Agreement.

         4.  Compensation.
             -------------
                  (a)  Base  Salary.  For all  services  rendered  by  Employee,
         Company  shall  pay to  Employee  a base  salary of  $125,000  per year
         throughout the term of this Agreement,  payable in arrears in two equal
         monthly  installments  on or about the first and  fifteenth day of each
         calendar month. All salary payments shall be subject to withholding and
         other applicable taxes.  Employee's salary for any partial month at the
         beginning  or end of this  Agreement  shall  be  prorated.  The rate of
         salary may be increased  (but not  decreased)  at any time as the Board
         may determine, based on earnings,  increased activities of the Company,
         or such  other  factors  as the Board may deem  appropriate.  The Board
         shall review Employee's base salary on not less than an annual basis.

                                       1
<PAGE>

                  (b)  Participation  in Stock  Incentive  Program.  The Company
         shall grant  Employee  37,500 plan units under the  Moviesonline,  Inc.
         2000 Stock Incentive Program (the "Stock Incentive  Program")  pursuant
         to which  Employee  will be awarded one share of the  Company's  common
         stock for each fully vested plan unit, as more  particularly  described
         in the Stock Incentive  Program,  a copy of which has been delivered to
         Employee.

                  (c) Employee  Benefits.  The Company shall provide such health
         and medical  insurance  for Employee in the form and program  chosen by
         the  Company  for its  full-time  employees  commencing  not later than
         December 1, 2000.  Employee  shall be entitled  to  participate  in any
         other health, medical, retirement, pension, profit-sharing, disability,
         death and  dismemberment,  life insurance,  stock option,  vacation and
         other  benefit plans and programs as in effect from time to time on the
         same basis as other similarly situated employees of the Company.

                  (d) Vacation.  Employee  shall be entitled to paid vacation in
         accordance  with the  most  favorable  plans,  policies,  programs  and
         practices of the Company and its  affiliated  companies with respect to
         similarly situated  employees of the Company.  Employee shall initially
         be entitled to two (2) weeks paid vacation per calendar year, after one
         year of employment.

         5. Reimbursement of Expenses.
            --------------------------
         Company  will  promptly  reimburse  Employee  for  expenses  reasonably
incurred in connection with Company's  business in accordance with the Company's
policies,  including  expenses for travel,  lodging,  meals,  and other items on
Employee's  periodic  presentation  of an expense report in the form approved by
the Company.

         6. Working Facilities.
            -------------------
         Company shall provide to Employee offices and facilities appropriate to
Employee's position and suitable for the performance of Employee's duties.

         7. Nondisclosure of Confidential Information.
            ------------------------------------------
         For purposes of this  Agreement,  the term  "Confidential  Information"
means  information  (i) disclosed to or known by Employee as a consequence of or
through his/her  employment  with the Company,  (ii) not generally known outside
the Company,  and (iii) which  relates to the Company's  business.  Confidential
Information includes,  but is not limited to, information of a technical nature,
such as methods and materials, trade secrets, inventions,  processes,  formulas,
systems,  computer  programs and studies,  and  information of a business nature
such as project plans, market information,  costs, customer lists, and so forth.
Confidential  Information  does not include  information  that (i) is or becomes
generally  available  to the public  other than as a result of a  disclosure  by
Employee in violation of this  Agreement,  or (ii) was in Employee's  possession
prior to his introduction to the Company.

         Recognizing  that the Company is presently  engaged,  and may hereafter
continue to be engaged,  in the research and  development  of processes  and the
performance of services which involve  experimental and inventive work, and that
the success of the  Company's  business  may depend upon the  protection  of its
processes,  products  and  services by patent,  copyright  or secrecy,  and that
Employee  has had, or during the course of his  engagement  may have,  access to
Confidential  Information,  as herein defined,  Employee agrees and acknowledges
that:

                  (a)  The  Company  has  exclusive   right  and  title  to  all
         Confidential  Information  and  Employee  hereby  assigns all rights he
         might otherwise possess in any Confidential Information to the Company.
         Except as required  in the  performance  of his duties to the  Company,
         Employee  will  not at  any  time  during  or  after  the  term  of his
         employment or  engagement by the Company,  which term shall include any
         time in which  Employee may be retained by the Company as a consultant,
         directly or indirectly  use,  communicate,  disclose or disseminate any
         Confidential Information.

                                       2
<PAGE>

                  (b) All documents,  records,  notebooks,  notes, memoranda and
         similar repositories of, or containing Confidential  Information or any
         other information of a secret,  proprietary,  confidential or generally
         undisclosed  nature  relating  to the  Company  or its  operations  and
         activities  made or compiled by Employee at any time or made  available
         to him during the term of his  employment or engagement by the Company,
         including  any and all copies  thereof,  shall be the  property  of the
         Company,  shall be held by him in trust  solely for the  benefit of the
         Company,  and  shall  be  delivered  to  the  Company  by  him  on  the
         termination  of his  engagement  or at any other time on the request of
         the Company.

                  (c) Employee will not assert any rights under any  inventions,
         trademarks, copyrights, discoveries, concepts or ideas, or improvements
         thereof,  or know-how related thereto,  as having been made or acquired
         by him during the term of his  employment  or engagement if based on or
         otherwise related to Confidential Information.

         8. Assignment Of Inventions.
            -------------------------
                  (a) All  discoveries,  concepts,  and  ideas,  whether  or not
         patentable  or  subject  to  copyright  protection,  including  but not
         limited to improvements,  know-how, data, processes, methods, formulae,
         and techniques,  as well as improvements  thereof,  or know-how related
         thereto,  concerning any past, present or prospective activities of the
         Company which Employee  makes,  discovers or conceives  (whether or not
         during  the hours of his  engagement  or with the use of the  Company's
         facilities,  materials  or  personnel),  either  solely or jointly with
         others during his  engagement  by the Company or any affiliate  and, if
         based on or  related  to  Confidential  Information,  at any time after
         termination of such engagement (collectively, the "Inventions"),  shall
         be the sole property of the Company, and Employee agrees to perform the
         provisions of this Section 8 with respect  thereto  without the payment
         by the Company of any royalty or any consideration  therefor other than
         the  regular  compensation  paid  to  Employee  in his  capacity  as an
         employee or consultant.

                  (b) Any written notebooks  maintained by Employee with respect
         to  Inventions  and  studies or  research  projects  undertaken  on the
         Company's  behalf shall at all times be the property of the Company and
         shall be  surrendered  to the Company upon  termination  of  Employee's
         engagement  or,  upon the  request  of the  Company,  at any time prior
         thereto.

                  (c) Employee  hereby  assigns to the Company all of his rights
         to Inventions.

                  (d) Employee shall sign,  acknowledge and deliver  promptly to
         the Company,  without charge to the Company,  but at its expense,  such
         written instruments  (including  applications and assignments) and take
         such other  acts,  such as giving  testimony  in support of  Employee's
         inventorship,  as may be  necessary  in the  reasonable  opinion of the
         Company to obtain, maintain,  extend, reissue and enforce United States
         and/or foreign  letters  patent and  copyrights  relating to Inventions
         invented by Employee and to vest the entire right and title  thereto in
         the Company or its nominee.  Employee  acknowledges and agrees that any
         copyright  developed or conceived of by Employee during the term of his
         employment, which is related to the business of the Company, shall be a
         "work for hire" under the  copyright law of the United States and other
         applicable jurisdictions.

                  (e) Employee  represents that his performance of all the terms
         of this  Agreement  and as an employee of or  consultant to the Company
         does not and will not breach any trust or contract  entered  into prior
         to his employment by the Company. Employee agrees not to enter into any
         agreement  either  written or oral in conflict  herewith and represents
         and agrees  that he has not  brought and will not bring with him to the
         Company  or use  in the  performance  of  his  responsibilities  at the
         Company any materials or documents of a former  employer  which are not
         generally  available  to the  public,  unless he has  obtained  written
         authorization from the former employer for their possession and use and
         provided a copy of such authorization to the Company.

                                       3
<PAGE>

                  (f) No provisions of this  Paragraph  shall be deemed to limit
         the restrictions applicable to Employee under Sections 9 and 10.

         9. Shop Rights.
            ------------
         The  Company  shall  also  have  the  royalty-free  right to use in its
business, and to make, use and sell products,  processes and/or services derived
from any inventions, discoveries, concepts and ideas, whether or not patentable,
including but not limited to processes,  methods,  formulas and  techniques,  as
well as improvements  thereof or know-how related thereto,  which are not within
the scope of  Inventions  as defined above but which are conceived of or made by
Employee  during the period he is employed or engaged by the Company or with the
use or assistance of the Company's facilities, materials, or personnel.

         10. Non-Compete.
             ------------
         Employee hereby agrees that during the term of this Agreement and for a
period of two years from the expiration or earlier termination thereof, Employee
will not:

                  (a)  Own,  manage,  operate,  or  control  any  business  that
         provides  video,  audio,  or other content to end users over telephone,
         cable    or    similar    lines,    or   by    wireless    transmission
         ("video-on-demand"),  in any geographic  market in which the Company or
         any subsidiary thereof is then providing  video-on-demand  services, or
         in any geographic  market in which the Company has established plans to
         provide  video-on-demand  services  within six months from the date the
         determination is being made. For purposes of this paragraph,  ownership
         of  securities  of not in excess of five  percent  (5%) of any class of
         securities  of a public  company  listed on the OTC Bulletin  Board,  a
         national  securities  exchange,  or  on  the  National  Association  of
         Securities  Dealers  Automated  Quotation  System (NASDAQ) shall not be
         considered  to be  competition  with  the  Company  or  any  subsidiary
         thereof;

                  (b) Provide services in the video-on-demand industry, directly
         or  indirectly,  as  an  officer,  director,   executive,   consultant,
         employee, or agent of any company in any geographic market in which the
         Company or any of its  subsidiaries  is then providing  video-on-demand
         services,  or in  any  geographic  market  in  which  the  Company  has
         established plans to provide video-on-demand services within six months
         from the date the determination is being made. This paragraph shall not
         be construed to prevent Employee from being employed by a subsidiary or
         division of a large  corporation  which subsidiary or division does not
         conduct  business in the video services  industry,  even though another
         subsidiary or division of that  corporation may be engaged in the video
         services  industry,  as long as proper  steps are taken to insure  that
         Employee will have no  involvement,  input or oversight with respect to
         the corporation's video-on-demand operations;

                  (c) Solicit any  video-on-demand  business  from,  or sell any
         video-on-demand  products or services  to, any company  that was within
         one year prior to the date of termination of Employee's  employment,  a
         customer,   client  or   associate   of  the  Company  or  any  of  its
         subsidiaries; or

                  (d) Solicit the employment of any full-time  employee employed
         by the Company or its  subsidiaries  as of the date of  termination  of
         this Agreement.

         Provided, however, that this Section 10 shall be void and of no further
force or effect in the event this Agreement is terminated by the Company without
Cause  or by  Employee  for  Good  Reason,  as  defined  in  Section  11 of this
Agreement.

         11.      Termination.

                  (a)  Death.   The  Employee's   employment   shall   terminate
         automatically  upon  the  Employee's  death  during  the  term  of this
         Agreement.

                  (b)  Disability.  If  Employee  is absent  from his  full-time
         duties  with the  Company  as a result of  incapacity  due to mental or
         physical   illness    ("Disability")   and   such   absence   continues


                                       4
<PAGE>

         uninterrupted for a period of one (1) month, the base salary payable to
         Employee under this  Agreement  shall be reduced by 50% until such time
         as Employee  resumes the  performance of his full-time  duties with the
         Company or this  Agreement  is  terminated.  If  Employee's  Disability
         continues  for two (2)  consecutive  months,  the Company may terminate
         Employee's  employment  effective  on the 30th  day  after  receipt  by
         Employee  of a  notice  to that  effect  (the  "Disability  Termination
         Date"),  unless  Employee  returns to the full-time  performance of his
         duties prior to the Disability Termination Date.

                  (c) Cause.  The Company may  terminate  Employee's  employment
         during the term of this  Agreement  for  Cause.  For  purposes  of this
         Agreement,  "Cause"  shall mean:  (i)  Employee  being  convicted  of a
         felony;  (ii) a willful act of personal dishonesty taken by Employee in
         connection  with his  responsibilities  as an employee  and intended to
         result  in  substantial  personal  enrichment  of  Employee;  (iii) the
         willful and continued failure of the Employee to perform  substantially
         the Employee's  duties with the Company or its  affiliates  (other than
         any such failure resulting from Disability), after a written demand for
         substantial performance is delivered to the Employee by the Board which
         specifically identifies the manner in which the Board believes Employee
         has not substantially  performed Employee's duties and Employee has not
         performed  such  duties  within  30 days of such  notice,  or (iv)  the
         willful engaging by the Employee in illegal conduct or gross misconduct
         which is  materially  and  demonstrably  injurious to the Company.  For
         purposes  of this  provision,  no act or failure to act, on the part of
         the  Employee,  shall be  considered  "willful"  unless it is done,  or
         omitted to be done, by the Employee in bad faith or without  reasonable
         belief that the Employee's action or omission was in the best interests
         of the Company.  Any act, or failure to act, based upon authority given
         by the Chief Executive Officer and or Board of Directors of the Company
         or  pursuant  to a  resolution  duly  adopted  by the  Board  shall  be
         conclusively  presumed  to be  done,  or  omitted  to be  done,  by the
         Employee in good faith and in the best interests of the Company.

                  (d) Good Reason. The Employee's  employment may be voluntarily
         terminated  by Employee  at any time  within  sixty (60) days after the
         occurrence of an event  constituting Good Reason.  For purposes of this
         Agreement, "Good Reason" shall mean:

                  (i) the  failure  by the  Company  to  comply  with any of the
                  material  terms of this  Agreement,  other  than an  isolated,
                  insubstantial  and  inadvertent  failure not  occurring in bad
                  faith and which is  remedied  by the  Company  promptly  after
                  receipt of notice thereof given by the Employee;

                  (ii) the relocation of Employee to any office or location more
                  than 35 miles from the  location of the  Company's  offices at
                  the commencement of this Agreement; or

                  (iii) the  occurrence  of a Change in  Control  as  defined in
                  Section 13 of this Agreement.

                  (e) Notice of Termination.  Any termination by the Company for
         Cause,  or by the Employee for Good Reason,  shall be  communicated  by
         Notice of  Termination  to the other party  hereto in  accordance  with
         Section 17 of this Agreement. For purposes of this Agreement, a "Notice
         of Termination" means a written notice which (i) indicates the specific
         termination provision in this Agreement relied upon, (ii) to the extent
         applicable, sets forth in reasonable detail the facts and circumstances
         claimed to provide a basis for termination of the Employee's employment
         under the provision so indicated  and (iii) if the Date of  Termination
         (as  defined  below) is other than the date of receipt of such  notice,
         specifies  the  termination  date  (which  date  shall be not more than
         thirty  days  after the  giving of such  notice).  The  failure  by the
         Employee or the Company to set forth in the Notice of  Termination  any
         fact or circumstance  which  contributes to a showing of Good Reason or
         Cause  shall  not  waive  any  right of the  Employee  or the  Company,
         respectively,  or preclude the  Employee or the Company,  respectively,
         from asserting such fact or circumstance in enforcing the Employee's or
         the Company's rights hereunder.

                                       5
<PAGE>

                  (f) Date of Termination.  "Date of  Termination"  means (i) if
         the Employee's employment is terminated by the Company for Cause, or by
         the  Employee  for Good  Reason,  the date of  receipt of the Notice of
         Termination  or any later date specified  therein,  as the case may be,
         (ii) if the  Employee's  employment  is terminated by the Company other
         than for Cause or  Disability,  or by the Employee  other than for Good
         Reason,  the Date of  Termination  shall be thirty  (30) days after the
         date on which  the  Company  notifies  the  Employee,  or the  Employee
         notifies the Company,  of such  termination and (iii) if the Employee's
         employment is terminated by reason of death or Disability,  the Date of
         Termination  shall  be  the  date  of  death  of  the  Employee  or the
         Disability Termination Date, as applicable.

         12. Obligations of the Company upon Termination.
             --------------------------------------------
                  (a)  Termination for Good Reason;  Termination  other Than for
         Cause, Death or Disability.  If, during the term of this Agreement, the
         Company shall terminate the Employee's  employment other than for Cause
         or  Disability  or the Employee  shall  terminate  employment  for Good
         Reason:

                  (i) The  Company  shall pay to the  Employee  in a lump sum in
                  cash  within  30  days  after  the  Date  of  Termination  the
                  aggregate of the following amounts:

                           A. The sum of (aa) the Employee's  Annual Base Salary
                           through  the Date of  Termination  to the  extent not
                           theretofore paid, (bb)  reimbursement for any and all
                           monies   advanced  in  connection   with   Employee's
                           employment through the Date of Termination,  and (cc)
                           all other payments and benefits to which Employee may
                           be entitled  under the terms of any  benefit  plan of
                           the   Company   through   the  Date  of   Termination
                           (collectively,  the  "Accrued  Obligations").   Where
                           applicable,  such payments shall be prorated based on
                           a 360 day year and the number of days elapsed  during
                           the year in question.

                           B. For six (6) months  after the  Employee's  Date of
                           Termination, the Company shall at its expense provide
                           health and  medical  insurance  to  Employee  and his
                           family  of the same  type and  scope as was  provided
                           during the term of this Agreement.

                           C. To the extent not  theretofore  paid or  provided,
                           the  Company  shall  timely  pay  or  provide  to the
                           Employee any other amounts or benefits required to be
                           paid or provided or which the Employee is eligible to
                           receive under any plan,  program,  policy or practice
                           or  contract  or  agreement  of the  Company  and its
                           affiliated  companies through the Date of Termination
                           (such other amounts and benefits shall be hereinafter
                           referred to as the "Other Benefits").

                  (ii) All  unvested  plan  units of  Employee  under  the Stock
                  Incentive Program shall vest and the Company shall, within ten
                  (10)  days  following  the  Date  of  Termination  deliver  to
                  Employee the shares of the  Company's  common  stock  issuable
                  upon the conversion of such plan units.

                  (b) Death.  If the  Employee's  employment  is  terminated  by
         reason of the  Employee's  death  during the  Employment  Period,  this
         Agreement shall terminate without further obligations to the Employee's
         legal representatives  under this Agreement,  other than for payment of
         Accrued  Obligations  and the  timely  payment  or  provision  of Other
         Benefits.  Accrued  Obligations shall be paid to the Employee in a lump
         sum in cash  within  30  days of the  Date  of  Termination  and  Other
         Benefits shall be paid as soon as  practicable  in accordance  with the
         most  favorable  practices,  policies  and  procedures  followed by the
         Company with respect to members of senior management.  In addition, all
         unvested plan units of Employee under the Stock Incentive Program shall
         vest and the Company shall,  within ten (10) days following the Date of
         Termination  deliver to  Employee  the shares of the  Company's  common
         stock issuable upon the conversion of such plan units.

                                       6
<PAGE>

                  (c) Disability.  If the Employee's employment is terminated by
         reason of the Employee's  Disability during the term of this Agreement,
         this  Agreement  shall  terminate  without  further  obligations to the
         Employee,  other than for payment of Accrued Obligations and the timely
         payment or provision of Other Benefits.  Accrued  Obligations  shall be
         paid to the  Employee  in a lump sum in cash within 30 days of the Date
         of Termination  and Other Benefits shall be paid as soon as practicable
         in  accordance  with  the  most  favorable   practices,   policies  and
         procedures  followed by the Company  with  respect to members of senior
         management.  In addition, all unvested plan units of Employee under the
         Stock  Incentive  Program shall vest and the Company shall,  within ten
         (10) days  following  the Date of  Termination  deliver to Employee the
         shares of the Company's  common stock  issuable upon the  conversion of
         such plan units.

                  (d)  Cause;  Other  than for Good  Reason.  If the  Employee's
         employment  shall  be  terminated  for  Cause  during  the term of this
         Agreement,  this Agreement shall terminate without further  obligations
         to the Employee other than for payment of Accrued  Obligations  and the
         timely  payment  or  provision  of  Other  Benefits.  If  the  Employee
         voluntarily   terminates   employment  during  the  Employment  Period,
         excluding a termination for Good Reason, this Agreement shall terminate
         without  further  obligations  to the Employee,  other than for Accrued
         Obligations and the timely payment or provision of Other  Benefits.  In
         either event, all Accrued  Obligations shall be paid to the Employee in
         a lump sum in cash  within 30 days of the Date of  Termination  and all
         unvested plan units of Employee under the Stock Incentive Program shall
         be forfeited.

         13. Change of Control.
             ------------------
         A Change of Control (as defined below), shall constitute Good Reason as
defined  in  Section  11(d) of this  Agreement  and shall  entitle  Employee  to
voluntarily  terminate this  Agreement in the manner  described in Section 11(d)
above and to receive the benefits provided in Section 12(a) above.

         For purposes of this Agreement, "Change of Control" shall mean:

                           (i) The  acquisition  by any  individual,  entity  or
                  group  (within the meaning of Section  13(d)(3) or 14(d)(2) of
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") (a "Person") of beneficial ownership (within the meaning
                  of Rule 13d-3  promulgated  under the Exchange  Act) of 20% or
                  more of  either  (aa) the then  outstanding  shares  of common
                  stock of the Company (the "Outstanding  Company Common Stock")
                  or (bb) the  combined  voting  power  of the then  outstanding
                  voting securities of the Company entitled to vote generally in
                  the election of directors  (the  "Outstanding  Company  Voting
                  Securities");  provided,  however,  that for  purposes of this
                  Agreement,  the following  acquisitions shall not constitute a
                  Change of  Control:  (aa) any  acquisition  directly  from the
                  Company,  (bb)  any  acquisition  by  the  Company,  (cc)  any
                  acquisition  by any employee  benefit plan (or related  trust)
                  sponsored  or  maintained  by the  Company or any  corporation
                  controlled  by the  Company  or (dd)  any  acquisition  by any
                  corporation  pursuant to a  transaction  which  complies  with
                  clauses (aa), (bb) and (cc) of subsection (iii) below; or


                           (ii) (aa)  Individuals  who,  as of the date  hereof,
                  constitute  the Board (the  "Incumbent  Board")  cease for any
                  reason  to  constitute  at  least  a  majority  of the  Board;
                  provided,  however,  that any  individual  becoming a director
                  subsequent  to the date hereof whose  election,  or nomination
                  for election by the Company's shareholders,  was approved by a
                  vote of at least a majority of the directors  then  comprising
                  the  Incumbent  Board  shall  be  considered  as  though  such
                  individual  were  a  member  of  the  Incumbent   Board,   but
                  excluding, for this purpose, any such individual whose initial
                  assumption  of  office  occurs  as a result  of an  actual  or
                  threatened  election  contest  with respect to the election or
                  removal   of   directors   or  other   actual  or   threatened
                  solicitation  of  proxies  or  consents  by or on  behalf of a
                  Person  other than the Board or (bb) a majority of the members
                  of the Board ceases to be  comprised  of Directors  whose most
                  recent  election  to the  Board  was  approved  by at  least a
                  majority of the Incumbent Board prior to such election; or



                                       7
<PAGE>

                           (iii)  Consummation  of a  reorganization,  merger or
                  consolidation   or  sale  or  other   disposition  of  all  or
                  substantially  all of the assets of the  Company (a  "Business
                  Combination"),  in each case, unless,  following such Business
                  Combination,  (aa) all or substantially all of the individuals
                  and entities who were the beneficial owners, respectively,  of
                  the Outstanding  Company Common Stock and Outstanding  Company
                  Voting   Securities   immediately   prior  to  such   Business
                  Combination  beneficially  own,  directly or indirectly,  more
                  than 50% of,  respectively,  the then  outstanding  shares  of
                  common  stock  and  the  combined  voting  power  of the  then
                  outstanding  voting  securities  entitled to vote generally in
                  the  election  of  directors,  as  the  case  may  be,  of the
                  corporation   resulting   from   such   Business   Combination
                  (including,  without  limitation,  a  corporation  which  as a
                  result  of  such  transaction  owns  the  Company  or  all  or
                  substantially  all of the Company's  assets either directly or
                  through one or more  subsidiaries) in  substantially  the same
                  proportions  as  their  ownership,  immediately  prior to such
                  Business  Combination of the Outstanding  Company Common Stock
                  and Outstanding Company Voting Securities, as the case may be,
                  (bb) no Person (excluding any corporation  resulting from such
                  Business  Combination or any employee benefit plan (or related
                  trust) of the Company or such corporation  resulting from such
                  Business   Combination)   beneficially   owns,   directly   or
                  indirectly, 20% or more of, respectively, the then outstanding
                  shares of common stock of the corporation  resulting from such
                  Business  Combination or the combined voting power of the then
                  outstanding  voting  securities of such corporation  except to
                  the extent that such  ownership  existed prior to the Business
                  Combination and (cc) at least a majority of the members of the
                  board of  directors  of the  corporation  resulting  from such
                  Business  Combination  were members of the Incumbent  Board at
                  the time of the execution of the initial agreement,  or of the
                  action of the Board,  providing for such Business Combination;
                  or

                           (iv) Approval by the shareholders of the Company of a
                  complete liquidation or dissolution of the Company.

         14. Nontransferability.
             -------------------
         Neither Employee,  Employee's spouse,  Employee's designated contingent
beneficiary, nor their estates shall have any right to anticipate,  encumber, or
dispose of any payment due under this Agreement.  Such payments and other rights
are expressly declared  nonassignable and nontransferable except as specifically
provided herein.

         15. Indemnification.
             ----------------
         Company  shall  indemnify  Employee  and hold  Employee  harmless  from
liability for acts or decisions made by Employee while  performing  services for
Company to the  greatest  extent  permitted by the Nevada  Revised  Statutes and
shall  advance  funds  to  Employee  for  the  defense  of any  action,  suit or
proceeding  prior to the conclusion  thereof to the maximum extent  permitted by
the Nevada Revised Statutes.


         16. Assignment.
             -----------
         This  Agreement  may not be assigned by either party  without the prior
written consent of the other party.

17.               Notice.  Any  notices  or  other  communications  required  or
                  permitted  hereunder shall be sufficiently given if personally
                  delivered,  if sent by facsimile or telecopy  transmission  or
                  other  electronic  communication  confirmed by  registered  or
                  certified  mail,  postage  prepaid,  or  if  sent  by  prepaid
                  overnight courier addressed as follows:


                                       8
<PAGE>


         If to Employee, to:                Martin Senn
                                            2666 Cottage Loop Road
                                            Park City, UT  84098
                                            Fax: (435) 655-9505

         If to the Company, to:             Moviesonline, Inc.
                                            Attn: Chief Executive Officer
                                            136 Heber Avenue, Suite 209
                                            Park City, Utah 84060

         18. Entire  Agreement.
             ------------------
         This  Agreement is and shall be considered to be the only  agreement or
understanding  between the  parties  hereto with  respect to the  employment  of
Employee  by  Company.   All  negotiations,   commitments,   and  understandings
acceptable to both parties have been incorporated  herein. No letter,  telegram,
or  communication  passing between the parties hereto covering any matter during
this contract period, or any plans or periods thereafter, shall be deemed a part
of this  Agreement;  nor shall it have the effect of modifying or adding to this
Agreement  unless  it  is  distinctly  stated  in  such  letter,   telegram,  or
communication  that it is to constitute a part of this Agreement and is attached
as an  amendment  to  this  Agreement  and is  signed  by the  parties  to  this
Agreement.

         19.  Enforcement.
              ------------
         Each of the parties to this Agreement shall be entitled to any remedies
available  in equity or by  statute  with  respect to the breach of the terms of
this Agreement by the other party. Employee hereby specifically acknowledges and
agrees that a breach of the  agreements,  covenants and conditions  contained in
Sections 7, 8, 9 and 10 of this Agreement may cause  irreparable harm and damage
to the Company,  that the remedy at law, for the breach or threatened  breach of
such  provisions of this Agreement may be  inadequate,  and that, in addition to
all other remedies available to the Company for such breach or threatened breach
(including, without limitation, the right to recover damages), the Company shall
be entitled to  injunctive  relief for any breach or  threatened  breach of such
sections of this Agreement.

         20. Governing Law.
             --------------
This Agreement shall be governed by and interpreted in accordance with the laws
of the State of Utah.

         21. Severability.
             -------------
         If and to the extent that any court of competent jurisdiction holds any
provision or any part thereof of this Agreement to be invalid or  unenforceable,
such  holding  shall in no way  affect the  validity  of the  remainder  of this
Agreement.  Upon a  determination  that any term or other  provision is invalid,
illegal or  incapable of being  enforced,  the Parties  shall  negotiate in good
faith to modify  this  Agreement  so as to  effect  the  original  intent of the
Parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the maximum extent possible.

         22. Waiver.
             -------
         No failure by any party to insist  upon the strict  performance  of any
covenant,  duty,  agreement,  or condition of this  Agreement or to exercise any
right or remedy consequent upon a breach hereof shall constitute a waiver of any
such breach or of any covenant, agreement, term, or condition.

         23. Litigation Expenses.
             --------------------
         In the event that it shall be necessary  or desirable  for the Employee
or Company to retain  legal  counsel  and/or  incur other costs and  expenses in
connection  with  the  enforcement  of any or all  of  the  provisions  of  this
Agreement,  the  prevailing  party shall be  entitled to recover  from the other
party reasonable attorneys' fees, costs, and expenses incurred by the prevailing
party in connection with the enforcement of this Agreement.  Notwithstanding the
foregoing,  in the event that  following  a Change of Control  Employee  engages
legal counsel to enforce  Employee's  rights or seek a determination  under this
Agreement,  the Company shall pay the expenses of such legal counsel  regardless
of the outcome of any legal proceeding resulting therefrom.

                                       9
<PAGE>

         24. Survivability.
             --------------
         The  provisions  of  sections  7, 8, 9, 10,  12,  and 13 shall  survive
termination of this Agreement.

         AGREED AND ENTERED INTO effective as of the date first above written.

                 Company:
                                  Moviesonline, Inc.


                                  By_______________________________
                                      Duly Authorized Officer


                                  Employee:


                                  _________________________________
                                     (Signature)

                                  _________________________________
                                     (Print Name)

                                  _________________________________
                                      SS#



                                       10
<PAGE>




                               Letter of Amendment


         This  letter  will  serve  as an  amendment  to that  certain  document
entitled "Employment  Agreement" between Moviesonline,  Inc., having changed its
name to Videolocity,  Inc.  ("Employer") and Martin P. Senn,  ("Employee") dated
the 16th day of November, 2000.

         Wherein  it is the desire of the  Employer  and the  Employee  to amend
Paragraph 4.(a) Compensation of that certain  "Employment  Agreement",  only, as
follows:

4.       Compensation

                      (a) Base Salary.  For all  services  rendered by Employee,
                      Company shall pay to Employee a base salary of $137,000.00
                      per year throughout the term of this Agreement, payable in
                      arrears in two equal monthly  installments on or about the
                      first and sixteenth day of each calendar month. All salary
                      payments  shall  be  subject  to  withholding   and  other
                      applicable taxes.  Employee's salary for any partial month
                      at the  beginning  or  end  of  this  Agreement  shall  be
                      prorated.  The rate of salary  may be  increased  (but not
                      decreased) at any time as the Board may  determine,  based
                      on earnings,  increased activities of the Company, or such
                      other factors as the Board may deem appropriate. The Board
                      shall  review  Employee's  base salary on not less than an
                      annual basis.

         Whereas all other terms and  conditions in that certain  aforementioned
         "Employment  Agreement" as written and as executed on November 16, 2000
         remain unchanged.


This Letter of Amendment  executed as of the 1st day of October,  2001,
         the effective date of this Amendment.


         Employer:                                   Employee:


         By:____________________________             ___________________________
              Videolocity, Inc.                        Martin P. Senn



                                       11
<PAGE>