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


         THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into effective
as of the 16th day of January 2002, by and between  Videolocity,  Inc., a Nevada
corporation (the "Company"), and Robert E. Holt (the "Executive").


                                    PREMISES
                                    --------

         A. The  Company  desires  to employ  Executive  as its Chief  Executive
Officer  and the  Executive  desires  to  accept  employment  in such  position,
further,  it is the desire of Company to cause  Executive to be appointed and or
elected to the Board of Directors throughout the term of this Agreement.

         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.
             -----------
         Company  hereby  employs  Executive as Chief  Executive  Officer of the
Company to perform those duties  customarily  associated  with such position and
such other  duties as may be assigned to  Executive  by the  Company's  Board of
Directors (the "Board") from time to time.  Executive 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 January 16,  2002,  and expire at midnight on January 15, 2005,
unless earlier terminated in accordance with the provisions of this Agreement.

         3.  Duties.
             -------
         Executive shall be employed by Company as its Chief  Executive  Officer
and in such other senior executive  positions of comparable status,  dignity and
responsibility as requested by the Board from time to time. Executive shall also
serve in similar positions with such subsidiaries of Company as shall, from time
to time,  be requested  by Company's  board of  directors.  Executive  shall not
receive any additional  compensation  for service as a member of the Board or as
an officer of any subsidiaries of the Company unless  otherwise  directed by the
Board.

         Executive  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 Board. Executive may serve
or continue to serve as a member of the board of directors  of any  companies or
organizations  which, in the Board's reasonable  judgment,  will not present any
conflict of interest with the Company or any of its  subsidiaries  or materially
adversely affect the performance of Executive's duties under this Agreement.


                                       1
<PAGE>


         4.  Compensation.
             -------------

         The benefits as set forth hereunder in  subparagraphs  (a), (d) and (d)
(i)  become  effective,  only  after and  immediately,  upon the  receipt by the
Company of a minimum of $1,000,000 in capital funding. In the event said funding
received is of a debt  structure  said funds must have a minimum use of 180 days
to maturity to activate the  aforementioned  benefits  being held subject to the
specific performance set forth herein above.

                  (a) Bonus.  Coincidental  with the execution of this Agreement
         Company will caused to be issued to Executive  1,000,000  shares of its
         common voting stock fully paid and non-assessable bearing a restrictive
         144 legend from the authorized but unissued shares of Company.

                  (b) Base  Salary.  For all  services  rendered  by  Executive,
         Company  shall pay to  Executive  a base  salary of  $240,000  per year
         throughout  the term of this  Agreement,  payable  in  arrears in equal
         monthly  installments  on the first and  sixteenth day of each calendar
         month.  All salary  payments shall be subject to withholding  and other
         applicable  taxes.  Executive's  salary  for any  partial  month at the
         beginning  or end of this  Agreement  shall  be  prorated.  The rate of
         salary may be  increased  at any time after the first year as the Board
         may determine, based on earnings,  increased activities of the Company,
         or such other factors as the Board may deem appropriate.

                  (c) Executive  Participation in Stock Incentive  Program.  The
         Company shall grant Executive 900,000 plan units under the Videolocity,
         Inc.  2000 Stock  Incentive  Program  (the "Stock  Incentive  Program")
         pursuant to which  Executive 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, and as specifically set forth
         in Exhibit "A" attached hereto.

                  (d) Executive Stock Incentive  Program.  Simultaneous with the
         execution  of  this  Agreement,   the  Company  grants   Executive  the
         opportunity to purchase the following  warrants  within ten days of the
         execution  date of this  Agreement,  each warrant is redeemable for one
         share of the common voting stock of Company, as follows; to wit

                  (i)  9,000,000  Non-transferable  warrants  @ .001 per  share,
         exercisable @ $.10 per share for 9,000,000  shares of the common voting
         stock of Company,  as follows:  between the first  anniversary  date of
         this Agreement and continuing thereafter for two consecutive years.

                  (e) Executive Benefits.  The Company shall provide such health
         and medical  insurance for Executive in the form and program  chosen by
         the  Company for its  full-time  Executives  commencing  not later than
         thirty (30) days after the execution of this Agreement. Executive 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  members of
         senior management.

                  (f)  Vacation.  Executive  shall be entitled to paid  vacation
         after one year of service in accordance with the most favorable  plans,
         policies,  programs  and  practices  of the Company and its  affiliated
         companies with respect to members of senior management,  however not to
         exceed two weeks paid vacation in any given one year period.

                                       2
<PAGE>


         5. Reimbursement of Expenses.
            --------------------------
         Company will  promptly  reimburse  Executive  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
Executive's  periodic  presentation of an expense report in the form approved by
the Company.

         6.  Nondisclosure  of  Confidential  Information.
             ---------------------------------------------
         For purposes of this  Agreement,  the term  "Confidential  Information"
means  information (i) disclosed to or known by Executive 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
Executive in violation of this Agreement,  or (ii) was in Executive'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
Executive has had, or during the course of his  engagement  may have,  access to
Confidential Information,  as herein defined,  Executive agrees and acknowledges
that:

                  (a)  The  Company  has  exclusive   right  and  title  to  all
         Confidential  Information  and Executive  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,
         Executive  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 Executive may be retained by the Company as a consultant,
         directly or indirectly  use,  communicate,  disclose or disseminate any
         Confidential Information.

                  (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 Executive 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) Executive 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 Executive 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


                                       3
<PAGE>

         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  Executive  agrees to perform
         the  provisions  of this  Section 8 with  respect  thereto  without the
         payment by the  Company of any royalty or any  consideration  therefore
         other than the regular  compensation  paid to Executive in his capacity
         as an executive or consultant.

                  (b) Any written notebooks maintained by Executive 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 Executive's
         engagement  or,  upon the  request  of the  Company,  at any time prior
         thereto.

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

                  (d) Executive 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  Executive'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 Executive and to vest the entire right and title thereto in
         the Company or its nominee.  Executive acknowledges and agrees that any
         copyright developed or conceived of by Executive 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) Executive represents that his performance of all the terms
         of this  Agreement  and as an Executive 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.  Executive  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.

                  (f) No provisions of this  Paragraph  shall be deemed to limit
         the restrictions applicable to Executive 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
Executive 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.
              ------------

         Executive  hereby agrees that during the term of this Agreement and for
a period of three  years from the  expiration  or earlier  termination  thereof,
Executive will not:

                  (a) Own,  manage,  operate,  or control any  business  that is
         directly  competitive  with any  business  conducted  or proposed to be
         conducted by the Company or any  subsidiary  thereof during the term of
         this  Agreement  in any  geographic  market in which the Company or any
         subsidiary  thereof  conducts  business or proposes to conduct business
         during the term of this  Agreement.  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;



                                       4
<PAGE>

                  (b) Act as,  or become  employed  as,  an  officer,  director,
         executive,   consultant   or  agent   of  any   business   within   the
         "video-on-demand"  or "wireless  broadband"  industry which is directly
         competitive with the Company or any subsidiary  thereof during the term
         of this Agreement in any geographic market within the "video-on-demand"
         wireless  broadband"  industry in which the  Company or any  subsidiary
         thereof  conducts  business  during  the  term of this  Agreement.  The
         "video-on-demand industry" shall mean the industry that provides video,
         audio and other content to end users on demand over telephone, cable or
         other similar lines, or by wireless transmission.

                  (c)  Solicit  any  business  similar to that of the  Company's
         from, or sell any products or services  that are in direct  competition
         with the  Company's  products and  services  to, any company  which was
         within  one  year  prior  to the  date of  termination  of  Executive's
         employment,  a  customer  or  client  of  the  Company  or  any  of its
         subsidiaries; or

                  (d) Solicit the employment of any full time Executive 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  Executive  for Good  Reason,  as  defined  in  Section  11 of this
Agreement.

         11.  Termination.
              ------------

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

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

                  (c) Cause.  The Company may terminate  Executive's  employment
         during the term of this  Agreement  for  Cause.  For  purposes  of this
         Agreement,  "Cause"  shall mean:  (i)  Executive  being  convicted of a
         felony; (ii) a willful act of personal dishonesty taken by Executive in
         connection  with his  responsibilities  as an Executive and intended to
         result in  substantial  personal  enrichment  of  Executive;  (iii) the
         willful and continued failure of the Executive to perform substantially
         the Executive'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  Executive by the Board
         which  specifically  identifies  the manner in which the Board believes
         Executive  has  not  substantially  performed  Executive's  duties  and
         Executive has not performed  such duties within 30 days of such notice,
         or (iv) the willful  engaging by the  Executive  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 Executive,  shall be considered  "willful" unless it is
         done,  or omitted to be done,  by the Executive in bad faith or without
         reasonable  belief that the  Executive'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  Executive in good faith and in the best  interests of the
         Company.



                                       5
<PAGE>

                  (d) Good Reason. The Executive's employment may be voluntarily
         terminated  by  Executive  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 Executive;

                  (ii) the  relocation  of  Executive  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 Executive 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  Executive'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 Executive or the Company to set forth in the Notice of  Termination
         any fact or circumstance  which contributes to a showing of Good Reason
         or Cause  shall not waive any right of the  Executive  or the  Company,
         respectively,  or preclude the Executive or the Company,  respectively,
         from asserting such fact or  circumstance  in enforcing the Executive's
         or the Company's rights hereunder.

                  (f) Date of Termination.  "Date of  Termination"  means (i) if
         the  Executive's  employment is terminated by the Company for Cause, or
         by the Executive 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  Executive's  employment is terminated by the Company other
         than for Cause or Disability,  or by the Executive  other than for Good
         Reason,  the Date of  Termination  shall be thirty  (30) days after the
         date on which the Company  notifies  the  Executive,  or the  Executive
         notifies the Company,  of such termination and (iii) if the Executive's
         employment is terminated by reason of death or Disability,  the Date of
         Termination  shall  be  the  date  of  death  of the  Executive  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 Executive's employment other than for Cause
         or Disability  or the Executive  shall  terminate  employment  for Good
         Reason:

                  (i) The Company  shall pay to the  Executive  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 Executive'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   Executive's
                           employment through the Date of Termination,  and (cc)
                           all other  payments and  benefits to which  Executive
                           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.

                                       6
<PAGE>

                           B. For six (6) months after the  Executive's  Date of
                           Termination, the Company shall at its expense provide
                           health and medical  insurance  to  Executive  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
                           Executive any other  amounts or benefits  required to
                           be  paid  or  provided  or  which  the  Executive  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  Executive  under the Stock
                  Incentive Program shall vest and the Company shall, within ten
                  (10)  days  following  the  Date  of  Termination  deliver  to
                  Executive  the shares of the Company's  common stock  issuable
                  upon the conversion of such plan units.

                  (b) Death.  If the  Executive's  employment  is  terminated by
         reason of the  Executive's  death during the  Employment  Period,  this
         Agreement   shall  terminate   without   further   obligations  to  the
         Executive'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 Executive 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  Executive  under the Stock  Incentive  Program
         shall vest and the Company  shall,  within ten (10) days  following the
         Date of  Termination  deliver to Executive  the shares of the Company's
         common stock issuable upon the conversion of such plan units.

                  (c) Disability. If the Executive's employment is terminated by
         reason of the Executive's Disability during the term of this Agreement,
         this  Agreement  shall  terminate  without  further  obligations to the
         Executive, other than for payment of Accrued Obligations and the timely
         payment or provision of Other Benefits.  Accrued  Obligations  shall be
         paid to the  Executive 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 Executive under the
         Stock  Incentive  Program shall vest and the Company shall,  within ten
         (10) days  following the Date of  Termination  deliver to Executive 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  Executive's
         employment  shall  be  terminated  for  Cause  during  the term of this
         Agreement,  this Agreement shall terminate without further  obligations
         to the Executive other than for payment of Accrued  Obligations and the
         timely  payment  or  provision  of  Other  Benefits.  If the  Executive
         voluntarily   terminates   employment  during  the  Employment  Period,
         excluding a termination for Good Reason, this Agreement shall terminate
         without  further  obligations to the Executive,  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 Executive in
         a lump sum in cash  within 30 days of the Date of  Termination  and all
         unvested  plan units of  Executive  under the Stock  Incentive  Program
         shall be forfeited.

                                       7
<PAGE>


         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  Executive  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 Executive  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

                           (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 Executive 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


                                       8
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                  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   Executive,   Executive's   spouse,   Executive'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  Executive and hold  Executive  harmless from
liability for acts or decisions made by Executive while performing  services for
Company to the  greatest  extent  permitted by the Nevada  Revised  Statutes and
shall  advance  funds  to  Executive  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:

         If to Executive, to:               Robert E. Holt
                                            1691 Sagewood Way
                                            San Marcos, CA. 92078

         If to the Company, to:             Videolocity International, Inc.
                                            Attn: Chief Financial Officer
                                            358 S. 700 E. Suite B604
                                            Salt Lake City, Utah 84102


         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
Executive  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.  Executive 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


                                       9
<PAGE>

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 Executive
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  Executive  engages
legal counsel to enforce  Executive'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 there from.

         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:                    Videolocity International, Inc.

                                                By______________________________
                                                     Duly Authorized Officer


                                    Executive:       Robert E. Holt

                                                  ______________________________
                                                     (Signature)



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