EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


EMPLOYMENT  AGREEMENT  made as of the 28th day of January  2002,  by and between
Options Talent,  Inc., of 7001 Lake Ellenor Drive,  Suite 200, Orlando,  Florida
32809, a Delaware corporation ("Employer") which is a wholly owned subsidiary of
Options  Talent Group of 9000 Sunset Blvd,  Penthouse,  Los Angeles,  California
90069, a Nevada corporation ("Holding Company"), and MARK R.
TOLNER ("Employee").

WHEREAS,  Employee  wishes  to be  employed  by  Employer  with the  duties  and
responsibilities as hereinafter described, and Employer desires to assure itself
of the availability of Employee's services in such capacity.

NOW,  THEREFORE,  in  consideration  of the  foregoing  and for  other  good and
valuable   consideration,   the  receipt   and   adequacy  of  which  is  hereby
acknowledged, Employer and Employee hereby agree as follows:

1.   EMPLOYMENT.  Employer hereby agrees to employ Employee, and Employee hereby
     agrees to serve  Employer,  upon the terms and conditions  hereinafter  set
     forth.

2.   TERM.  The  employment of Employee by Employer  pursuant to this  Agreement
     shall be for a three (3) year  period  commencing  as of January  28,  2002
     (hereinafter referred to as the "Service Period").

3.   DUTIES.  Employee  shall,  subject  to  overall  direction  of the Board of
     Directors  (the  "Board"),  serve  as,  and have all  power  and  authority
     inherent  in the  offices  of  President  and Chief  Operating  Officer  of
     Employer and each of its  subsidiaries  and shall be responsible  for those
     areas in the  conduct of the  business  reasonably  assigned  to him by the
     Board of the Company.  Employee  shall devote such of his business time and
     efforts to the  business of  Employer  as is  necessary  to  discharge  his
     responsibilities.

4.   COMPENSATION  AND  OTHER  PROVISIONS.  Employee  shall be  entitled  to the
     compensation  and  benefits  hereinafter  described  in  subparagraphs  (a)
     through (d) (such  compensation and benefits being hereinafter  referred to
     as "Compensation Benefits").

     (A)  BASE SALARY.  Employer or any subsidiary as Employer may direct, shall
          pay to Employee a base salary equal to $12,500.00 a month (annualized,
          $150,000.00)  beginning  January  28, 2002 and  continuing  during the
          Service Period, and it may be increased from time to time, hereinafter
          referred to as "Base  Salary").  The Base Salary and Employee's  other
          compensation  will be  reviewed  by the  Board  in six  months  for an
          increase,  at least  annually  during  the  Service  Period and may be
          adjusted  from time to time as the Board may  determine  based  upon a
          performance  evaluation.  Notwithstanding the foregoing,  in the event
          that that Employee has  satisfactorily  performed  its duties,  in the
          discretion  of the Board of Directors,  and the "Consumer  Price Index
          United States City Average -Urban Wage Earners and Clerical  Workers,"
          published  by the  Bureau of Labor  Statistics  of the  United  States
          Department of Labor (the "CPI"), shall indicate that as of December 31


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          of any year of  Employee's  employment,  the  average  cost of  living
          during the twelve (12) months then ended shall have increased over the
          average cost of living during the preceding  twelve (12) month period,
          then the Employee's Base Salary shall be increased prospectively by no
          less than such percentage increase plus three percent (3%),  effective
          on the following yearly anniversary date of this Agreement.

     (B)  PARTICIPATION  IN BENEFIT PLANS.  During the Service Period,  Employee
          shall be eligible to  participate  in all employee  benefit  plans and
          arrangements  now in  effect or which may  hereafter  be  established,
          including,  without limitation,  all life, group insurance and medical
          care plans and all disability,  retirement and other employee  benefit
          plans of Employer or its operating subsidiaries,  any premiums for the
          abovementioned shall be paid by Employer.

     (C)  OTHER PROVISIONS. Employee shall be entitled to such vacation benefits
          as is  generally  received by the officers of the  Employer.  Employee
          shall be reimbursed for all reasonable  expenses  incurred by him with
          the  advance  consent  of the  Employer  that  are  necessary  for the
          performance  of  his  duties,  including,  but  not  limited  to,  all
          reasonable entertainment and travel expenses.

          (1)  BONUS  COMPENSATION.  Employee  shall be entitled to  participate
               under any of Employer's  Management  Incentive  Compensation Plan
               and or option plans as may be in place,  and shall be entitled to
               receive annual bonuses under such Plan, pursuant to the direction
               of the Board of Directors,  to include a stock grant of 1,000,000
               common  restricted shares of Options Talent Group vesting 100% on
               February 28, 2002 (the "First Grant").

5.   SEVERANCE  AND  CHANGE OF  CONTROL  PROVISIONS.  Upon the  occurrence  of a
     Triggering  Event (as hereinafter  defined),  Employee shall be entitled to
     the immediate  receipt of Severance  Payments and Benefits (as  hereinafter
     defined) from Employer in accordance with the terms hereinafter set forth:

     (A)  TRIGGERING  EVENT. The occurrence of any of the following events shall
          be defined as a "Triggering Event" for purposes hereof:

          (1)  The involuntary  termination of Employee's  employment other than
               for  Cause (as  hereinafter  defined),  at any time  prior to the
               expiration of the Service Period;

          (2)  The voluntary  resignation of Employee for any reason  whatsoever
               within ninety (90) days following a Change of Control; or

          (3)  The voluntary  resignation of Employee for "good  reason",  which
               for  purposes  hereof  is  defined  as  follows;  (i) a  material
               demotion,  (ii) a reduction in salary,  unless such  reduction is
               part  of  a  company  wide  adjustment  of  salaries,  (iii)  the
               relocation of the principal  office of Employer or the relocation
               of Employee,  outside of the greater Orlando,  Florida area, (iv)
               the assignment to Employee of any duties that  materially  affect
               the Employee's ability to perform its obligations in respect with


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               Employee's  position as  contemplated  by Section 3 above (v) any
               material breach by Employer of any of the terms and conditions of
               this Agreement,  which remains uncured following thirty (30) days
               after written notice of such alleged Cause by the Employee.

     (B)  CHANGE OF CONTROL. For purposes of this agreement, the term "Change of
          Control" shall mean the occurrence of any of the following events:

          (1)  Fifty  percent  (50%) or more of Holding  Company's  voting stock
               shall be acquired by any person, entity or affiliated group;

          (2)  Fifty percent  (50%) or more of Employer's  voting stock shall be
               acquired by any person, entity or affiliated group

          (3)  A change to the majority  control of Holding  Company's  board of
               directors that is part of a transaction involving the transfer of
               30% or more of the Holding Company's voting stock to an unrelated
               third Party;

          (4)  Any merger,  consolidation or business  combination,  pursuant to
               which Holding  Company is not the surviving  corporation or fifty
               percent (50%) or more of Holding  Company's voting stock shall be
               owned or controlled by any new unrelated person or entity;

          (5)  A liquidation or dissolution of Employer; or

          (6)  The sale of all or  substantially  all of Employer's  business or
               assets to an unrelated person or entity.

     (C)  SEVERANCE PAYMENTS AND BENEFITS.  For purposes of this Agreement,  the
          term "Severance Payments and Benefits" shall mean;

          (1)  Employee  shall  receive a lump sum  payment  equal  to:  two (2)
               multiplied by the sum of the Employee's  highest Base salary plus
               the highest bonus in incentive  payments  received by Employee in
               respect of any year  within the three (3) year  period  preceding
               the Triggering  Event (or the  annualized sum of Employee's  Base
               Salary plus the maximum  amount of bonuses and  incentives  which
               Employee  could have been  entitled  during the year in which the
               Triggering Event occurred);

          (2)  All stock options,  warrants and other stock appreciation  rights
               shall  immediately   vest,  and  any  conditions   applicable  to
               contingently   issuable   options,   warrants   or  other   stock
               appreciation rights shall be waived by Employer;

          (3)  All benefits applicable to Employee as described in Sections 4(a)
               and (b) of the Agreement  shall  continue for a period of one (1)
               year following the Triggering  Event or through the expiration of
               the Service Period (as if the Triggering Event had not occurred),
               whichever is later;

          (4)  Severance Payments and Benefits will not be subject to mitigation
               in any respect; and

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          (5)  The  non-competition  and  non-solicitation  periods described in
               Section 10 of the  Agreement  shall be reduced from eighteen (18)
               months to twelve (12) months.

6.   TERMINATION. Employee's employment hereunder shall terminate as a result of
     any of the following events;

     (a)  Employee's death;

     (b)  Employee shall be unable to perform his duties  hereunder by reason of
          illness,  accident  or  other  physical  or  mental  disability  for a
          continuous  period of at least  six  months  or an  aggregate  of nine
          months during any continuous twelve month period ("Disability");

     (c)  Termination  by Employee other than as set forth in Section 5 (a), (b)
          or (d) herein; or

     (d)  For  Cause.  "Cause"  shall  be  defined  as (i)  any  defalcation  or
          misappropriation of funds or property of the Employer or any affiliate
          by Employee or the commission of any dishonest or deceitful act in the
          course of his employment with Employer;  (ii) Employee's indictment of
          a misdemeanor  considered to be detrimental to the Employers  image or
          that  compromises  the  ability of  Employee  to perform his duties or
          felony or of any crime involving moral  turpitude;  (iii) the engaging
          by Employee in  personal  illegal  conduct  which,  in the  reasonable
          judgment of the  Employer,  places  Employee  and the  Employer or any
          affiliate, by association with Employee, in disrepute; (iv) refusal of
          Employee  to  perform  his  duties  and  responsibilities,  persistent
          neglect  of  duty  or  chronic  absenteeism,   which  remains  uncured
          following  thirty (30) days after written notice of such alleged Cause
          by the Employer;  (v) any material breach by Employee of the terms and
          conditions of this Agreement , which remains uncured  following thirty
          (30) days after written  notice of such alleged Cause by the Employer;
          or (vi) any attempt to obtain a personal  profit from any  transaction
          in which employee has an interest  adverse to the Employer unless such
          adverse  interest and the potential  profit is disclosed in writing to
          the Board of Directors in advance of such  transaction and approved by
          the Board of Directors.

     (e)  Any  termination  pursuant  to  subparagraph  (b),  (c) or (d) of this
          Section  shall  be  communicated  by  a  written  notice  ("Notice  of
          Termination"),  such notice to set forth with  specificity the grounds
          for  termination  if the result of "Cause"  (which grounds will not be
          deemed  exclusive  of all other  grounds  that may have been  known to
          Employer,   or  which  Employer  may  thereafter   become  aware  of).
          Employee's  employment  under this  Agreement  shall be deemed to have
          terminated  as follows:  (i) if  Employee's  employment  is terminated
          pursuant to subparagraph (a) above, on the date of his death;  (ii) if
          Employee's  employment  is  terminated  pursuant to  subparagraph  (c)
          above,  fifteen  (15)  days  after  the  date  on  which a  Notice  of
          Termination is given. The date on which  termination is deemed to have
          occurred pursuant to this paragraph is hereinafter  referred to as the
          "Date of Termination".

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7.   PAYMENTS  ON  TERMINATION.  In the  event  that  Employee's  employment  is
     terminated pursuant to section 6 above,  Employer shall pay to Employee his
     full Base Salary through the Date of Termination together with all benefits
     and other compensation, if any, due and owing as of that date.

8.   LIFE  INSURANCE.  If requested by Employer,  Employee  shall submit to such
     physical  examinations  and  otherwise  take such  actions  and execute and
     deliver such documents as may be reasonably necessary to enable Employer to
     obtain life insurance on the life of Employee for the benefit of Employer.

9.   REPRESENTATIONS AND WARRANTIES.  Employee hereby represents and warrants to
     the  Employer  that (i) the  execution,  delivery  and  performance  of the
     Agreement by Employee do not and shall not conflict with,  breach,  violate
     or cause a  default  under  any  contract,  agreement,  instrument,  order,
     judgment  or decree to which  Employee  is a party or by which  Employee is
     bound,  (ii)  Employee  is  not a  party  to or  bound  by  any  Employment
     Agreement, Noncompete Agreement or Confidentiality Agreement with any other
     person  or  entity  which in any way may  restrict,  impair  or  limit  the
     performance of his duties hereunder,  (iii) upon the execution and delivery
     of this Agreement by the Employee,  this  Agreement  shall be the valid and
     binding  obligation of Employee,  enforceable in accordance with its terms,
     and (iv) that  Employee has all of the  requisite  skills and  knowledge to
     perform all of the duties imposed or contemplated by this Agreement.

10.  DISCLOSURE AND PROTECTION OF CONFIDENTIAL INFORMATION.

     (a)  For  purposes  of  the  Agreement  "Confidential   Information"  means
          knowledge,  information and material which is proprietary to Employer,
          of which  Employee  may  obtain  knowledge  or access  through or as a
          result of his employment by Employer (including information conceived,
          originated,  discovered or developed in whole or in part by Employee).
          Confidential   Information  includes,  but  is  not  limited  to,  (i)
          technical  knowledge,  information and material such as trade secrets,
          processes,   formulas,  data,  know-how,   improvements,   inventions,
          computer programs, drawings, patents, and experimental and development
          work  techniques,  an d(ii)  marketing and other  information  such as
          supplier lists, customer lists, marketing and business plans, business
          or technical needs of customers,  consultants,  licensees or suppliers
          and their  methods of doing  business,  arrangements  with  customers,
          consultants,  licenses or suppliers,  manuals and personnel records or
          data. Confidential Information also includes any information described
          above which  Employer  obtains from another  party and which  Employer
          treats as  proprietary or designates as  confidential,  whether or not
          owned or developed by Employer.  Notwithstanding  the  foregoing,  any
          information  which  is or  becomes  available  to the  general  public
          otherwise  than by  breach  of this  Section  9 shall  not  constitute
          Confidential Information for purposes of the Agreement.

     (b)  During the term of this Agreement and thereafter,  Employee agrees, to
          hold in confidence all  Confidential  Information  and not to use such
          information for Employee's own benefit or to reveal, report,  publish,
          disclose  or  transfer,   directly  or  indirectly,  any  Confidential
          Information  to any person or entity,  or to utilize any  Confidential
          Information  for any purpose,  except in the course of Employee's work
          for Employer.

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     (c)  Employee  will abide by any and all  security  rules and  regulations,
          whether  formal or informal,  that may from time to time be imposed by
          Employer for the  protection  of  Confidential  Information,  and will
          inform Employer of any defects in, or improvements  that could be made
          to, such rules and regulations.

     (d)  Employee will notify Employer in writing  immediately  upon receipt of
          any subpoena,  notice to produce, or other compulsory order or process
          of any court of law or government  agency if such document requires or
          may require disclosure or other transfer of Confidential Information.

     (e)  Upon termination of employment,  Employee will deliver to Employer any
          and all  records  and  tangible  property  that  contain  Confidential
          Information that are in his possession or under his control.

11.  COVENANT NOT TO COMPETE.

     (a)  In consideration for Employer  entering into this Agreement,  Employee
          covenants  and  agrees  that  during  the  Service  Period and for the
          eighteen  (18)  months  period  thereafter,   Employee  will,  neither
          individually nor on behalf of any other person or entity,  without the
          express prior  written  consent of Employer,  directly or  indirectly,
          provide  to any  person or entity  any  services  that are the same or
          similar to the  services  Employee  provided to Employer in respect to
          any business  activities  of such other person or entity which compete
          with the  business of  Employer.  Because the  Employer's  business is
          international  in scope,  Employee  acknowledges  and agrees  that the
          above  restrictions shall apply to prevent Employee from providing the
          prohibited services to any person or entity,  wherever located, if the
          competing  business  is  conducted  in any  country in which  Employer
          conducts,  or,  at the time of  termination,  reasonably  expected  to
          conduct,  business.  Upon the termination of Employee, the business of
          the  Employer  is deemed to include  all  business  activities  of the
          Employer (and any parent or subsidiary of Employer) that Employer (and
          any parent or subsidiary  of Employer)  engaged in during the one year
          period prior to the date of  termination  and all business  activities
          that the Employer had made  substantial  plans to engage in.  Employee
          will undertake no activities that may lead Employee to compete with or
          to acquire rival,  conflicting or  antagonistic  interests to those of
          Employer with respect to the business of Employer, whether alone, as a
          partner, or as an officer, director, employee, independent contractor,
          consultant  or  shareholder  holding  15% or more  of the  outstanding
          voting stock of any other corporation,  or as a trustee,  fiduciary or
          other representative of any other person or entity.

     (b)  During the  Service  Period and for a period of  eighteen  (18) months
          after  termination  of  employment,  Employee  will not,  directly  or
          indirectly,  on its behalf or on behalf of any other person or entity,
          solicit or induce,  or hire,  any other  employee  of  Employer or any
          parent or  affiliate  to leave his or her  employment,  or  solicit or
          induce, or contract with, any consultant or independent  contractor to
          sever that person's relationship with Employer.

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     (c)  If any court shall determine that the duration of  geographical  limit
          of any covenant  contained in this Section 10 is unenforceable,  it is
          the  intention  of the  parties  that  covenant  shall not  thereby be
          terminated  but shall be deemed  amended  to the  extent  required  to
          render it valid and  enforceable,  such amendment to apply only in the
          jurisdiction of the court that has made such adjudication.

     (d)  Employee  acknowledges  and agrees  that the  covenants  contained  in
          Sections 10 and 11 hereof are of the essence in this  Agreement,  that
          each of such  covenants  is  reasonable  and  necessary to protect and
          preserve the interests, properties, and business of Employer, and that
          irreparable  loss and  damage  will be  suffered  by  Employer  should
          Employee breach any of such covenants. Employee further represents and
          acknowledges that he shall not be precluded from gainful engagement in
          a satisfactory fashion by the enforcement of these provisions.

     (e)  This  Section  11 shall  not be  effective  in the event  Employee  is
          terminated by Employer without Cause.

12.  AVAILABILITY OF INJUNCTIVE  RELIEF.  Employee  acknowledges and agrees that
     any breach by him of the  provisions of Sections 10 or 11 hereof will cause
     Employer  irreparable  injury and damage for which it cannot be  adequately
     compensated in damages.  Employee therefore  expressly agrees that Employer
     shall be entitled to seek injunctive  and/or other equitable  relief,  on a
     temporary  of permanent  basis to prevent any  anticipatory  or  continuing
     breach  of  this  Agreement  or  any  part  hereof,  and is  secured  as an
     enforcement.  Nothing  herein shall be construed as a waiver by Employer of
     any right it may have or hereafter  acquired to monetary  damages by reason
     of any injury to its property,  business or reputation or otherwise arising
     out of any wrongful act or omission of it.

13.  SURVIVAL.  The  covenants,   agreements,   representations  and  warranties
     contained in or made pursuant to this  Agreement  shall survive  Employee's
     termination of employment,  irrespective of any investigation made by or on
     behalf of any party.

14.  MODIFICATION.  This  Agreement sets forth the entire  understanding  of the
     parties with respect to the subject matter hereof,  supersedes all existing
     agreements  between them concerning such subject mater, and may be modified
     only by a written instrument duly executed by each party.

15.  NOTICES. Any notice required or permitted hereunder shall be deemed validly
     given if delivered by had, verified overnight delivery,  or by first class,
     certified mail to the following  addresses (or to such other address as the
     addressee shall notify in writing to the other party):

         If to Employee:      Mark Tolner
                              P.O. Box 15512
                              Beverly Hills, CA, 90209

         If to Employer:      Options Talent, Inc.
                              7001 Lake Ellenor Drive
                              Orlando, FL 32809
                              Att:  Paul Glover, Chief Financial Officer

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16.  WAIVER. Any  waiver by either  party of a breach  of any  provision  f this
     Agreement  shall not operate as or be construed to be a waiver of any other
     breach of such  provision  or of any breach of any other  provision of this
     Agreement.  The failure of a party to insist upon strict  adherence  to any
     term of this Agreement on one or more  occasions  shall not be considered a
     waiver or deprive that party of the right  thereafter to insist upon strict
     adherence  to that term or any other term of this  Agreement.  All  waivers
     must be in writing.

17.  BINDING  EFFECT.  Employer's  rights and  obligations  under this Agreement
     shall not be transferable by assignment or otherwise, and any attempt to do
     any of the foregoing  shall be void. The provisions of this Agreement shall
     be binding upon the  Employee  and his heirs and personal  representatives,
     and  shall be  binding  upon and  inure to the  benefit  of  Employer,  its
     successors and assigns.

   18.HEADINGS.  The headings in this  Agreement are solely for  convenience  of
      reference   and  shall  be  given  no  effect  in  the   construction   or
      interpretation of this Agreement.

19.   GOVERNING LAW:  VENUE.  This Agreement  shall be governed and construed in
      accordance with the laws of the State of Florida, without giving effect to
      rules  governing  conflicts of law,  with proper venue with respect to all
      disputes related to this Agreement being Orange County, Florida.

20.   INVALIDITY.  The  invalidity  or  unenforceability  of any  term  of  this
      Agreement shall not invalidate, make unenforceable or otherwise affect any
      other term of this Agreement, which shall remain in full force and effect.

21.   ATTORNEYS'  FEES. In the event any dispute or litigation  arises hereunder
      between any of the parties hereto,  the prevailing party shall be entitled
      to  all  reasonable  costs  and  expenses  incurred  by it  in  connection
      therewith (including,  without limitation,  all reasonable attorneys' fees
      and costs incurred before and at any trial or other  proceeding and at all
      tribunal levels), as well as all other relief granted in any suit or other
      proceeding.

22.  ARBITRATION.  Save  any  equitable  relief  sought  by  the  Employer,  any
     controversy or claim arising out of or relating to this  Agreement,  or the
     breach  thereof,  or otherwise  related in any manner to the  employment of
     Employee by Employer,  including  any dispute or claim that arises under or
     by  virtue  of any  state  or  federal  law,  will be  settled  by  binding
     arbitration  conducted before a single arbitrator selected by the Employer.
     The site of any such arbitration will be Orlando,  Florida, or as otherwise
     mutually agreed upon by the parties.  The arbitration  will be conducted in
     accordance  with  the  rules   established  by  the  American   Arbitration
     Association  then in force,  and  judgment  upon the award  rendered by the
     arbitrator may be entered in any court having  jurisdiction  thereof.  Each
     party will bear its own costs and expenses,  including fees and expenses of
     counsel,  associated  with the  arbitration.  The  arbitrator  shall not be
     entitled to award punitive damages to any party.


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
     first hereinabove written:

         EMPLOYER:

         ------------------------------------------
         A Delaware corporation

         By: _____________________ Its: ___________________________

         EMPLOYEE:

         ----------------------------------------------------
         Mark R. Tolner










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