EMPLOYMENT
      AGREEMENT

    


    This
      EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 9th
      day
      January 2006, by and among PowerHouse Technologies Group, Inc., a
      Delaware corporation (the "Company")
      and Richard Liebman (the "Executive").

    


    RECITALS

    


    The
      Company desires to employ Executive hereinafter as Chief Financial Officer
      (“CFO”), and Executive desires to be so employed by the Company on the terms and
      subject to the conditions hereinafter set forth.

    


    NOW
      THEREFORE, in consideration of the mutual covenants set forth herein and for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto do hereby mutually agree as
      follows:

    


    1.
      Employment
      Agreement.
      On the
      terms and conditions set forth in this Agreement, the Company agrees to employ
      the Executive and the Executive agrees to be employed
      by the Company for the Employment Period set forth in Section 2 hereof and
      in
      the position
      and with the duties set forth in Section 3 hereof. 

     

    2.
      Term.
      The
      initial term of employment under this Agreement shall be for a term
      (the
      "Initial Term") commencing January 9th, 2006.
      Either
      party may terminate the Executive's employment
      by way of written notice in accordance with Section 11 given to the other party.
      The
      parties' obligations under Sections 7, 9, 10 and 11 hereof shall survive the
      expiration or
      termination of the Employment Period.

    


    3.
      Position
      and Duties.
      The
      Executive shall serve as Chief Financial Officer (“CFO”) of the Company
during
      the Employment Period. As CFO of the Company, the Executive shall render
      executive, policy and other management services to the Company of the type
      customarily performed
      by persons serving in a similar capacity. The Executive shall perform such
      duties as the Chief Executive Officer, the Board of Directors, or their
      designee(s)
      may from
      time to time reasonably determine and assign to the Executive provided that
      such
      duties do not constitute a material departure from the services and
      responsibilities routinely provided
      by the Executive. The Executive shall devote the Executive's reasonable best
      efforts and
      substantially full business time to the performance of the Executive's duties
      and the advancement
      of the business and affairs of the Company during the Employment
      Period.

    


    4.
      Place
      of Performance.
      In
      connection with the Executive's employment by the Company
      during the Employment Period, the Executive's primary place of employment
      and work location shall be the Executive's current place of employment and
      work
location
      on the date of the execution of this Agreement, except for reasonable travel
      on
      Company business
      and as otherwise consented to by the Executive.

    


    5.
      Compensation.

     

    (a)
      Base
      Salary. During the Employment Period, the Company shall pay to the Executive
      an annual base salary (the "Base Salary"), which initially shall be at the
      rate
      of $180,000.00
      per year. The Base Salary shall be reviewed no less frequently than annually
      and
may
      be
      increased
      at the
      discretion of the Board. If the Executive's Base Salary is increased, the
      increased amount shall be the Base Salary for the remainder of the Employment
      Period. The Base Salary shall
      be
      payable monthly or in such other installments as shall be consistent with the
      Company's payroll procedures in effect from time to time.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
      Bonus. Executive is eligible for a target annual bonus of $70,000 that will
      be
      based on company performance and is discretionary, however, $20,000 shall be
      guaranteed for the first year hereunder, provided that Executive is employed
      for
      the entire year. Board approval will be required for payment after the end
      of
      the fiscal year.

     

    (c)
      Stock
      Option Grants.
      As set
      forth in Exhibit A (attached), CFO remains eligible for all stock options as
      defined in that agreement. 

    


    (d)
      Restricted
      Stock Grants.
      As of
      the effective time, the executive shall receive
      100,000 shares of restricted common stock of the company. Said restrictions
      shall lift from 100% of the shares on January 1, 2007, or upon Executive’s
      departure from employment, whichever occurs first.

    


    (e)
      Benefits.
      During
      the Employment Period, the Executive will be entitled to all employee
      benefits and perquisites made available to similarly situated senior executive
      employees of the Company.
      Nothing contained in this Agreement shall prevent the Company from changing
      carriers
      or from effecting modifications in insurance coverage for the
      Executive.

    


    (f)
      Vacation;
      Holidays.
      The
      Executive shall be entitled to all public holidays; personal and sick days
      observed
      by the Company and shall be eligible for 20 vacation days in accordance with
      the
      applicable vacation policies for
      senior executives of the Company, which shall be taken at a reasonable time
      during the year.

     

    (g)
      Withholding
      Taxes and Other Deductions.
      To the
      extent required by law, the Company
      shall withhold from any payments due to the Executive under this Agreement
      any
applicable
      federal, state or local taxes and such other deductions as are prescribed by
      law
      or Company
      policy.

     

    (e)
      Withholding
      Taxes and Other Deductions.
      To the
      extent required by law, the Company
      shall withhold from any payments due to the Executive under this Agreement
      any
applicable
      federal, state or local taxes and such other deductions as are prescribed by
      law
      or Company
      policy.

    


    6.
      Expenses.
      The
      Executive is expected and is authorized, subject to the business expense
      policies as determined by the Board, to incur reasonable expenses in the
performance
      of his duties hereunder, including the costs of entertainment, travel, and
      similar business
      expenses incurred in the performance of his duties. The Company shall promptly
      reimburse
      the Executive for all such expenses in accordance with Company policy. Executive
      will have the option of traveling business class on all flights associated
      with
      company business.

    


    7.
      Confidentiality;
      Work Product.

     

    (a)
      Information.
      The
      Executive acknowledges that the information, observations and
      data
      obtained by the Executive concerning the business and affairs of the Company
      and
      its Affiliates
      and their predecessors during the course of the Executive's performance of
      services for, or
      employment with, any of the foregoing persons (whether or not compensated for
      such services)
      are the property of the Company and its Affiliates, including information
      concerning acquisition
      opportunities in or reasonably related to the business or industry of the
      Company or its
      Affiliates of which the Executive becomes aware during such period. Therefore,
      the Executive
      agrees that he will not at any time (whether during or after the Employment
      Period) disclose
      to any unauthorized person or, directly or indirectly, use for the Executive's
      own account,
      any of such information, observations, data or any Work Product or Copyrightable
      Work
      (as
      defined below) without the Board's consent, unless and to the extent that the
      aforementioned
      matters become generally known to and available for use by the public other
      than
      as a
      direct or indirect result of the Executive's acts or omissions to act or the
      acts or omissions to act of other senior or junior management employees of
      the
      Company and its Affiliates.
      The Executive agrees to deliver to the Company at the termination of the
      Executive's employment, or at any other time the Company may request in writing
      (whether during or after the
      Employment Period), all memoranda, notes, plans, records, reports and other
      documents, regardless
      of the format or media (and copies thereof), relating to the business of the
      Company and
      its
      Affiliates and their predecessors (including, without limitation, all
      acquisition prospects, lists
      and
      contact information) which the Executive may then possess or have under the
      Executive's
      control.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
      Intellectual
      Property.
      The
      Executive acknowledges that all inventions, innovations,
      improvements, developments, methods, designs, analyses, drawings, reports,
      trade
secrets,
      know-how, ideas, computer programs, and all similar or related information
      (whether or not
      patentable) that relate to the actual or anticipated business, research and
      development or existing
      or future products or services of the Company or its Affiliates that are
      conceived, developed,
      made or reduced to practice by the Executive while employed by the Company
      or
      any of
      its
      predecessors ("Work Product") belong to the Company and the Executive hereby
      assigns, and agrees to assign, all of the Executive's rights, title and interest
      in and to the Work Product to the
      Company. Any copyrightable work ("Copyrightable Work") prepared in whole or
      in
      part by the
      Executive in the course of the Executive's work for any of the foregoing
      entities shall be deemed
      a
      "work made for hire" under the copyright laws, and the Company shall own all
      rights therein.
      To the extent that it is determined, by any authority having jurisdiction,
      that
      any such Copyrightable
      Work is not a "work made for hire," the Executive hereby assigns and agrees
      to
assign
      to
      Company all the Executive's rights, title and interest, including without
      limitation, copyright
      in and to such Copyrightable Work, The Executive shall promptly disclose such
      Work Product
      and Copyrightable Work to the Board and perform all actions reasonably requested
      by the
      Board
      (whether during or after the Employment Period) to establish and confirm the
      Company's
      ownership (including, without limitation, assignments, consents, powers of
      attorney and
      other
      instruments).

     

    (c)
      Enforcement.
      The
      Executive acknowledges that the restrictions contained in Section
      7(a) hereof are reasonable and necessary, in view of the nature of the Company's
      business,
      in order to protect the legitimate interests of the Company, and that any
      violation thereof
      would result in irreparable injury to the Company. Therefore, the Executive
      agrees that in the event of a breach or threatened breach by the Executive
      of
      the provisions of Section 7(a) hereof,
      the Company shall be entitled to obtain from any court of competent
      jurisdiction, preliminary
      or permanent injunctive relief restraining the Executive from disclosing or
      using any such
      confidential information. Nothing herein shall be construed as prohibiting
      the
      Company from
      pursuing any other remedies available to it for such breach or threatened
      breach, including, without
      limitation, recovery of damages from the Executive.

    


    8.
      Termination
      of Employment.

     

    (a)
      Permitted
      Terminations.
      The
      Executive's employment hereunder may be terminated
      during the Employment Period without any breach of this Agreement only under
      the
following
      circumstances:

     

    (i)
      Death.
      The
      Executive's employment hereunder shall terminate
      upon the Executive's death;

     

    (ii)
      By
      the
      Company.
      The
      Company may terminate the Executive's
      employment:

     

    (A)
      If
      the Executive shall have been unable to perform all of the Executive's
      duties hereunder by reason of illness, physical or mental disability or other
      similar incapacity,
      which inability shall continue for more than three consecutive months
      ("Disability");

     

    (B) 
      For Cause; as defined in Section 21 of the “Agreement”. Executive will have 30
      days to provide cure for cause in writing.

     

    (iii)
      By
      the
      Executive.
      The
      Executive may terminate his employment
      with the Company for
      Good
      Reason.

     

    (b)
      Termination.
      Any
      termination of the Executive's employment by the Company
      or the Executive (other than because of the Executive's death) shall be
      communicated by written Notice of Termination to the other party hereto in
      accordance with Section 11 hereof. For
      purposes of this Agreement, a "Notice of Termination" shall mean a notice which
      shall indicate
      the specific termination provision in this Agreement relied upon, if any, and
      shall set 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.
      Termination of the Executive's employment
      shall take effect on the Date of Termination.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    9.
      Compensation
      upon Termination.

     

    (a)
      Death.
      If the
      Executive's employment is terminated during the Employment Period
      as
      a result of the Executive's death, (i) the Company shall pay to the Executive's
      estate, or as
      may be
      directed by the legal representatives of such estate, the Executive's pro rata
      Base Salary
      through the Date of Termination and all other unpaid amounts, if any, to which
      the Executive
      is entitled as of the Date of Termination in connection with any fringe benefits
      or under
      any
      bonus or incentive compensation plan or program of the Company pursuant to
      Sections
      5(b) and (c) hereof, at the time such payments are due, the Company shall
      not
      have any further obligations to the Executive under this Agreement (other than
      pursuant
      to any life insurance policy for the benefit of the Executive).

     

    (b)
      Disability.
      If the
      Company terminates the Executive's employment during the Employment
      Period because of the Executive's Disability, (i) the Company shall pay the
      Executive
      the Executive's pro rata Base Salary through the Date of Termination and all
      other unpaid
      amounts, if any, to which the Executive is entitled as of the Date of
      Termination in connection
      with any fringe benefits or under any bonus or incentive compensation plan
      or
program
      of the Company pursuant to Sections 5(b) and (c) hereof, at the time such
      payments are due,
      and
      (ii) the Company shall not have any further obligations to the Executive
under
      this Agreement (other than with respect to any disability policy maintained
      for
      the benefit of
      the
      Executive),

     

    (c)
      By
      the
      Company for Cause.
      If the
      Company terminates the Executive's employment
      during the Employment Period for Cause (as defined in Section 21) or if the
      Executive voluntarily terminates the
      Executive's employment during the Employment Period without Good Reason, (i)
      the
Company
      shall pay the Executive the Executive's pro rata portion of the Executive's
      Base
      Salary through
      the Date of Termination and all other unpaid amounts, if any, to which Executive
      is entitled
      as of the Date of Termination in connection with any fringe benefits or under
      any bonus or
      incentive compensation plan or program of the Company pursuant to Sections
      5(b)
      and (c) hereof,
      at the time such payments are due, (ii) the Company
      shall not have any further obligations to the Executive under this
      Agreement.

     

    (d)
      By
      the
      Company without Cause; By the Executive for Good Reason.

     

    If
      the
      Company terminates the Executive's
      employment other than for Cause, disability or
      death,
      or the Executive terminates his employment for Good Reason, (i) the Company
      shall pay the Executive the Executive's pro rata portion of Base Salary through
      the Date
      of
      Termination and all other accrued but unpaid amounts, if any, to which the
      Executive is entitled as of the Date of Termination in connection with any
      fringe benefits or under any bonus or incentive compensation plan or program
      of
      the Company, at the time such payments are due, (ii)
      the
Company
      shall, subject to Sections 9(e),9(f) and 9(g) hereof, pay the Executive an
      amount equal to 6 months of the Executive's Base Salary, payable in equal
      monthly installments on the Company's
      regular
      salary payment dates for such number of months specified above, unpaid earned
      bonus pursuant to section 5(b), (iv) the benefits provided
      to or on behalf of the Executive pursuant to Section 5(e) of this Agreement
      (including but
      not
      limited to current company benefits that
      may
      include medical, health, life, accident, disability and other welfare benefits)
      shall he continued
      to be provided to or on behalf of the Executive for a 6 month period commencing
      on the
      Date
      of Termination, unless and until the Executive receives any such or similar
      benefits while
      employed in any capacity by another employer during such 6 month period,
 (v)
      the
      Company shall not have any further obligations to the Executive under this
      Agreement (except as otherwise set forth in this Agreement). For purposes of
      clarity, it is understood
      and agreed between the parties that no further accrual of pension or 401(k)
      benefits shall be provided to the Executive (other than earnings on existing
      accounts and balances) after the
      Date
      of Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e)
      Change of control provisions. As defined in Section 9 of the POWERHOUSE
      TECHNOLOGIES GROUP, INC. 2004 OMNIBUS STOCK INCENTIVE PLAN, current or modified,
      the executive will have full acceleration of all unvested stock options and
      restricted stock and will be given 24 months from date of change of control
      to
      exercise any or all grants.

     

    (f)
      Parachute
      Limitations.
      Notwithstanding any other provision of this Agreement
      or of any other agreement, contract or understanding heretofore or hereafter
      entered into
      by
      the Executive with the Company or any Affiliate, except an agreement, contract
      or understanding hereafter entered into that expressly modifies or excludes
      application of this Section
      9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan
      or other arrangement
      heretofore or hereafter adopted by the Company (or any Affiliate) for the direct
      or indirect
      compensation of the Executive (including groups or classes of participants
      or
      beneficiaries of which the Executive is a member), whether or not such
      compensation is deferred,
      is in cash, or is in the form of a benefit to or for the Executive (a "Benefit
      Plan"), if the Executive
      is a "disqualified individual" (as defined in Section 280G(c) of the Code),
      the
Executive
      shall not have any right to receive any payment or benefit under this Agreement,
      any Other
      Agreement or any Benefit Plan (i) to the extent that such payment or benefit,
      taking into account all other
      rights, payments or benefits to or for the Executive under this Agreement,
      all
      Other Agreements and all Benefit Plans, would cause any payment or benefit
      to
      the Executive under this Agreement, any Other Agreement or any Benefit Plan
      to
      be considered a "parachute payment"
      within the meaning of Section 280G(b)(2) of the Code as then in effect (a
      "Parachute Payment")
      and (ii) if, as a result of receiving a Parachute Payment, the aggregate
      after-tax amount
      received by the Executive under this Agreement, all Other Agreements and all
      Benefit Plans
      would be less than the maximum after-tax amount that could be received by the
      Executive without causing any such payment or benefit to be considered a
      Parachute Payment. In the event that
      the
      receipt of any such payment or benefit under this Agreement, any Other Agreement
      or any
      Benefit Plan would cause the Executive to be considered to have received a
      Parachute Payment
      that would have the adverse after-tax effect described in clause (ii) of the
      preceding sentence,
      then the Executive shall have the right, in the Executive's sole discretion,
      to
      designate those rights, payments or benefits under this Agreement, any Other
      Agreement and any Benefit Plan
      that
      should be reduced or eliminated so as to avoid having the payment or benefit
      to
      the Executive
      under this Agreement be deemed to be a Parachute Payment.

     

    (g)
      Liquidated
      Damages.
      The
      parties acknowledge and agree that damages suffered
      by the Executive as a result of termination by the Company without Cause shall
      be extremely
      difficult or impossible to establish or prove, and agree that the Severance
      Payments shall constitute liquidated damages for any breach of this Agreement
      by
      the Company through the
      Date
      of Termination. The Executive agrees that, except for such other payments and
      benefits to
      which
      the Executive may be entitled as expressly provided by the terms of this
      Agreement or any applicable Benefit Plan, such liquidated damages shall be
      in
      lieu of all other claims that the Executive
      may make by reason of termination of his employment or any such breach of this
      Agreement
      and that, as a condition to receiving the Severance Payments, the Executive
      will
execute
      a
      release of claims in a form reasonably satisfactory to the Company.

    


    10.
      Non-competition
      and Non-solicitation.

     

    (a)
      Non-competition.
      The
      Executive acknowledges that in the course of his employment
      with the Company and its Affiliates and their predecessors, he has and will
      continue to
      become
      familiar with the trade secrets of, and other confidential information
      concerning, the Company
      and its Affiliates, that the Executive's services will be of special, unique
      and
      extraordinary value to the Company and its Affiliates and that the Company's
      ability to accomplish its purposes and to successfully pursue its business
      plan
      and compete in the marketplace
      depend substantially on the skills and expertise of the Executive. Therefore,
      and in further consideration of the compensation being paid to the Executive
      hereunder, the Executive agrees
      that, during the Employment Period and for a period of 12 months following
      the
Executive's
      termination of employment with the Company for any reason, he shall not directly
      or indirectly
      own, manage, control, participate in, consult with, render services for, or
      in
      any manner
      engage in any business competing with the businesses of the Company its
      Affiliates, or any business in which the Company or its
      Affiliates has commenced negotiations or has requested and received information
      relating to the
      acquisition of such business within 18 months prior to the termination of the
      Executive's employment
      with the Company, in any country where the Company, its Affiliates, or other
      aforementioned
      business conducts business.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b)
      Non-solicitation.
      During
      the Employment Period and for a period of 18 months
      following the Executive's termination of employment with the Company for any
      reason, the
      Executive shall not directly or indirectly through another entity (i) induce
      or
      attempt to induce
      any employee of the Company or any Affiliate to leave the employ of the Company
      or such
      Affiliate, or in any way willfully interfere with the relationship between
      the
      Company or any
      Affiliate and any employee thereof, (ii) induce or attempt to induce any
      customer, supplier, licensee
      or other business relation of the Company or any Affiliate to cease doing
      business with the
      Company or such Affiliate, or in any way interfere with the relationship between
      any such customer,
      supplier, licensee or business relation and the Company or any Affiliate or
      (iii) initiate or
      engage
      in any discussions regarding an acquisition of, or the Executive's employment
      (whether
      as an employee, an independent contractor or otherwise) by, any businesses
      in
      which the Company or any of its Affiliates has entertained discussions or has
      requested and received information
      relating to the acquisition of such business by the Company or its Affiliates
      upon or within
      the 18-month period prior to the Date of Termination.

     

    (c)
      Enforcement.
      If, at
      the time of enforcement of this Section 10, a court holds that
      the
      restrictions stated herein are unreasonable under circumstances then existing,
      the parties hereto
      agree that the maximum duration, scope or geographical area reasonable under
      such circumstances
      shall be substituted for the stated period, scope or area and that the court
      shall be allowed
      to revise the restrictions contained herein to cover the maximum duration,
      scope
      and area
      permitted by law. Because the Executive's services are unique and because the
      Executive has
      access to confidential information, the parties hereto agree that money damages
      would be an inadequate
      remedy for any breach of any provision of this Agreement. Therefore, in the
      event of a
      breach
      or threatened breach by the Executive of any provision of this Agreement, the
      Company may,
      in
      addition to other rights and remedies existing in its favor, apply to any court
      of competent
      jurisdiction for specific performance and/or injunctive or other relief in
      order
      to enforce,
      or prevent any violations of, the provisions hereof (without posting a bond
      or
      other security).

    


    11.
      Notices.
      All
      notices, demands, requests or other communications required or permitted to
      be
      given or made hereunder shall be in writing and shall be delivered, telecopied
      or mailed by first class registered or certified mail, postage prepaid, to
      the
      Company: at its principal office
      location; and to the Executive: at his address as listed on the Company's then
      current payroll;
      or to such other address as may be designated by either party in a notice to
      the
      other. Each
      notice, demand, request or other communication that shall be given or made
      in
      the manner described above shall be deemed sufficiently given or made for all
      purposes three days after it is deposited
      in the U.S. mail, postage prepaid, or at such time as it is delivered to the
      addressee (with
      the
      return receipt, the delivery receipt, the answer back or the affidavit of
      messenger being deemed
      conclusive evidence of such delivery) or at such time as delivery is refused
      by
      the addressee
      upon presentation.

    


    12.
      Severability.
      The
      invalidity or unenforceability of any one or more provisions of
      this
      Agreement shall not affect the validity or enforceability of the other
      provisions of this Agreement,
      which shall remain in full force and effect.

    


    13.
      Survival.
      It is
      the express intention and agreement of the parties hereto that the
      provisions of Sections 7,
      9 10
      and 11
      hereof shall survive the termination of employment of the
      Executive. In addition, all obligations of the Company to make payments
      hereunder shall survive
      any termination of this Agreement on the terms and conditions set forth
      herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    14.
      Assignment.
      The
      rights and obligations of the parties to this Agreement shall not be assignable
      or delegable, except that (i) in the event of the Executive's death, the
      personal representative or legatees or distributees of the Executive's estate,
      as the case may be, shall have the right to receive any amount owing and unpaid
      to the Executive hereunder and (ii) the rights and
      obligations of the Company hereunder shall be assignable and delegable in
      connection with any
      subsequent merger, consolidation, sale of all or substantially all of the assets
      of the Company or similar reorganization of a successor
      corporation.

    


    15.
      Binding
      Effect.
      Subject
      to any provisions hereof restricting assignment, this Agreement shall be binding
      upon the parties hereto and shall inure to the benefit of the parties and their
      respective heirs, devisees, executors, administrators, legal representatives,
      successors and
      assigns.

    


    16.
      Amendment
      Waiver.
      This
      Agreement shall not be amended, altered or modified
      except by an instrument in writing duly executed by the parties hereto. Neither
      the waiver by either of the parties hereto of a breach of or a default under
      any
      of the provisions of this
      Agreement, nor the failure of either of the parties, on one or more occasions,
      to enforce any of
      the
      provisions of this Agreement or to exercise any right or privilege hereunder,
      shall thereafter
      be construed as a waiver of any subsequent breach or default of a similar
      nature, or as a
      waiver
      of any such provisions, rights or privileges hereunder.

    


    17.
      Headings.
      Section
      and subsection headings contained in this Agreement are inserted
      for convenience of reference only, shall not be deemed to be a part of this
      Agreement for any
      purpose, and shall not in any way define or affect the meaning, construction
      or
      scope of any of
      the
      provisions hereof.

    


    18.
      Governing
      Law.
      This
      Agreement, the rights and obligations of the parties hereto,
      and any claims or disputes relating thereto, shall be governed by and construed
      in accordance
      with the laws of the State of California (but not including the choice of law
      rules thereof).

    


    19.
      Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the
      parties respecting the employment of the Executive there being no
      representations, warranties or commitments except as set forth
      herein.

    


    20.
      Counterparts.
      This
      Agreement may be executed in two or more counterparts, each
      of
      which shall be an original and all of which shall be deemed to constitute one
      and the same
      instrument.

    


    21.
      Definitions.

     

    "Affiliates"
      means any entity, as may from time to time be designated by the Board,
      that is a subsidiary corporation of the Company, and each other entity directly,
      or indirectly
      controlling or controlled by or under common control with the Company. For
      purposes
      of this definition, "control" means the power to direct the management and
      policies of such
      entity, whether through the ownership of voting securities, by contract or
      otherwise; and the terms
      "controlling" and "controlled" have meaning correlative to the
      foregoing.

     

    "Board"
      means the board of directors of Company or its delegate.

     

    "Cause"
      means (i) the Executive's commission of a felony or crime involving moral
      turpitude or the commission of any other act or omission involving dishonesty
      or
      fraud with
      respect to the Company or any of its Affiliates or any of their customers or
      suppliers, (ii) the Executive's
      conduct which brings the Company or any Affiliate into substantial public
      disgrace or disrepute, (iii) the Executive's substantial and repeated failure
      to
      perform duties of the office held by the Executive as reasonably directed by
      the
      Board, and such failure is not cured within 30
      days
      after the Executive receives written notice thereof from the Board, (iv) gross
      negligence or willful misconduct with respect to the Company or any of its
      Affiliates, or (v) the Executive's substantial
      failure to achieve annual performance goals as determined by the Board and
      agreed to by the Executive; or (vi) the Executive's breach of Section 8 or
      10 of
      this Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    "Company"
      means PowerHouse Technologies Group, Inc. and its successors and
      assigns.

     

    "Date
      of
      Termination" means (i) if the Executive's employment is terminated by
the
      Executive's death, the date of the Executive's death; (ii) if the Executive's
      employment is terminated
      because of the Executive's Disability, 30 days after Notice of Termination,
      provided that
      the
      Executive shall not have returned to the performance of the Executive's duties
      on a full-time
      basis during such 30-day period; (iii) if the Executive's employment is
      terminated by the Company for Cause, the date specified in the Notice of
      Termination; or (iv) if the Executive's employment
      is terminated during the Employment Period for any other reason, the date on
      which Notice of Termination is given.

     

    "Severance
      Payments" means the payments and benefits that the Executive receives
      from the Company after termination of employment pursuant to Section 9 of this
      Agreement.

     

    "Good
      Reason" means, in the absence of a written consent of the Executive: (i)
the
      assignment to the Executive (other than an isolated, insubstantial or
      inadvertent assignment not
      occurring in bad faith) of any duties inconsistent in any material respect
      with
      the Executive's position
      (including status, offices, titles and reporting requirements), authority,
      duties or responsibilities
      as contemplated by Section 3 of this Agreement and which is not remedied by
      the
      Company within 10 days after receipt of notice thereof given by the Executive,
      (ii) any failure
      by the Company to comply with any of the provisions of Section 5 of this
      Agreement, other
      than an isolated, insubstantial or inadvertent failure not occurring in bad
      faith and which is remedied by the Company within 10 days after receipt of
      notice thereof given by the Executive; or
      (iii)
      within the Employment Period the Company's requiring the Executive to be
based
      at
      any office or location more than 50 miles from that identified in Section 4
      hereof.

    


    IN
      WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
      have
      caused this Agreement to be duly executed on their behalf, as of the day and
      year first hereinabove
      written.

     

    
      	PowerHouse Technologies	 	 	Executive 
	Group, Inc.	 	 	 
	 	 	 	 
	 	 	 	 
	
              
Director	 	 	
              
Richard
              Liebman




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    Attachment
      A

    CONSULTING
      AGREEMENT


    


    This
      Agreement is made September 22, 2005, between Powerhouse Technologies, Inc.,
      a
      Delaware Corporation having offices at 555 Twin Dolphin Drive (the “Company”),
      and Richard Liebman on behalf of Liebman Capital with an address at 424
      Montgomery Ave., Haverford, PA 19041 (“Liebman”).

     

    In
      consideration of the mutual covenants contained herein, the parties hereby
      agree
      as follows:

     

    1.  
Services.
      Liebman
      agrees to provide the following services to the Company (collectively, the
      “Services”):

     

    1.1   
        Interim
      Chief Financial Officer.
      Liebman
      agrees to serve as the Interim Chief Financial Officer commencing as soon as
      practical after the closing date of the funding contemplated by the company
      and
      until Liebman’s resignation or removal from the position by the Company’s Board
      of Directors or Management Team, whichever occurs first.

     

    1.2  
        Consulting
      Services.
      Liebman
      agrees to provide advice, analysis and expertise to the company regarding the
      financial or other aspects of the business of the Company. . 

     

    1.3  
        Other
      Employment.
      It is
      agreed that Liebman’s services rendered hereunder shall not be exclusive, and he
      is free to accept other consulting engagements.

     

    2.         
       Term.
      Commencing September 20, 2005 and continuing monthly for a period extending
      through September 30, 2008. This agreement will be extended monthly thereafter
      unless terminated by one or both of the parties. Both Liebman and the company
      will provide the other party with a minimum two months notice that it intends
      to
      end this agreement. The
      parties' obligations under Sections 4 and 6 hereof shall survive the expiration
      or
      termination of the Employment Period.

     

    3.          
       Compensation;
      Expenses.

     

    3.1       
       Compensations
      and Other Consideration.
      As full
      compensation for the Services to be provided by Liebman pursuant to this
      Agreement and the other terms set forth herein, the Company agrees to pay
      Liebman the compensation set forth below: 

     

    a.  During
      the Consulting Term, and in addition to any other consideration that may be
      payable to him hereunder, Liebman shall be paid at the rate of $13,333.33 per
      month, payable in advance, on a monthly basis in 12 equal installments.


     

    b.  For
      his
      services as Interim Chief Financial Officer, Liebman will receive 750,000
      options to purchase the Company’s common stock, at a strike price of $.25
      (Twenty-five cents) per share. The options shall vest as follows: 250,000 upon
      completion of six months of Liebman’s service (or upon termination if terminated
      sooner by the company) and thereafter 1/30th of the remainder on each month
      anniversary thereafter resulting in fully vested options at 36 months.


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.2     
         Expenses.
      Company
      shall prepay, or reimburse, as applicable, Liebman for reasonable, actual
      expenses (including travel, meals or other out-of-pocket expenses) incurred
      by
      Liebman in the course of providing the Services (“Expenses”). Liebman shall
      document all such Expenses in reasonable detail if requested by the Company.
      


     

    4.         
       Invention
      Assignment, Confidentiality and Restrictive Covenants.

     

    4.1       
       Disclosure
      of Innovations.
      Liebman
      agrees to disclose in writing to the Company all inventions, improvements and
      other innovations of any kind that he may have made, conceived, developed or
      reduced to practice, alone or jointly with others, during the Term, whether
      or
      not they are related to the Services and whether or not they are eligible for
      patent, copyright, trademark, trade secret or other legal protection
      ("Innovations"). Examples of Innovations shall include, but are not limited
      to,
      discoveries, research, inventions, formulas, techniques, processes, know-how,
      marketing plans, new product plans, production processes, advertising, packaging
      and marketing techniques and improvements to computer hardware or
      software

     

    4.2       
        Assignment
      of Ownership of Innovations.
      Liebman
      agrees that all Innovations, which are in any way related to the business or
      planned business of the Company, are the sole and exclusive property of the
      Company and he hereby assigns all of his rights, title and interest in the
      Innovations and in all related patents, copyrights, trademarks, trade secrets,
      rights of priority and other proprietary rights to the Company. At the Company's
      request and expense, during and after the Term, Liebman will assist and
      cooperate with the Company in all respects and will execute documents, and,
      subject to his reasonable availability, give testimony and take further acts
      requested by the Company to obtain, maintain, perfect and enforce for the
      Company patent, copyright, trademark, trade secret and other legal protection
      for the Innovations. Liebman hereby appoints the President and Chief Executive
      Officer, or another authorized officer of the Company as his attorney-in-fact
      to
      execute documents on his behalf for this purpose. Liebman has attached hereto
      as
      Exhibit "A" a list of Innovations as of the date hereof which belong to him
      and
      which are not assigned to the Company hereunder (the "Prior Innovations"),
      or,
      if no such list is attached, he represents that there are no Prior
      Innovations.

    


    4.3        
       Protection
      of Confidential Information of the Company.
      During
      and after the Term, Liebman will not use or disclose or allow anyone else to
      use
      or disclose any "Confidential Information" (as defined below) relating to the
      Company, its products, suppliers or customers except as may be necessary in
      the
      performance of his work for the Company or as may be authorized in advance
      by
      appropriate officers of the Company. "Confidential
      Information"
      shall
      include methodologies, processes, tools, innovations, business strategies,
      financial information, forecasts, personnel information, customer lists, trade
      secrets and any other non-public technical or business information, whether
      in
      writing or given to Liebman orally, which he knows or has reason to know the
      Company would like to treat as confidential for any purpose, such as maintaining
      a competitive advantage or avoiding undesirable publicity. Liebman will keep
      Confidential Information secret and will not allow any unauthorized use of
      the
      same, whether or not any document containing it is marked as confidential.
      These
      restrictions, however, will not apply to Confidential Information that has
      become known to the public generally through no fault or breach of Liebman
      or
      that the Company regularly gives to third parties without restriction on use
      or
      disclosure.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.4        
       Non-Competition,
      Non-Solicitation, Non-Interference.
      Because
      Liebman acknowledges and agrees that he has and will continue to have access
      to
      confidential and trade secret information of the Company, the following
      restrictive covenant is necessary to protect the interests and continued success
      of the Company. Except as otherwise expressly consented to in writing by the
      Company, during the time period that begins on the commencement of the Term
      of
      this Agreement and ends twelve (12) months from the date of termination of
      this
      Agreement (the "Restricted Period"), Liebman shall not, directly or indirectly,
      acting as an employee, owner, shareholder, partner, joint venturer, officer,
      director, agent, salesperson, consultant, advisor, investor or principal of
      any
      corporation or other business entity:

    


    (a)   
       Engage,
      in any state or territory of the United States of America where the Company
      is
      actively doing business (determined as of the commencement of the Term), in
      direct or indirect competition with the business conducted by the Company;
      or

    


    (b)   
       Request
      or otherwise attempt to induce or influence, directly or indirectly, any
      customer or supplier, or prospective customer or supplier, of the Company,
      or
      other persons sharing a business relationship with the Company, to cancel,
      limit
      or postpone their business with the Company, or otherwise take action which
      might be to the material disadvantage of the Company; or

    


    (c)   
       Hire
      or
      solicit for employment or other business relationship, or induce or actively
      attempt to influence, any employee, officer, director or other business
      associate of the Company to terminate his or her employment or discontinue
      such
      person's consultant, contractor or other business association with the
      Company.

    


    (d)   
       Nothing
      in this section, whether express or implied, shall prevent Liebman from being
      a
      holder or not more than one percent (1%) of the total outstanding stock of
      a
      publicly held company under Section 12 of the Securities Exchange Act of 1934,
      as amended

    


    If
      Liebman violates any of the restrictions contained in this section, the
      Restricted Period shall be increased by the period of time from the commencement
      of any such violation until the time such violation shall be cured by Liebman
      to
      the satisfaction of the Company, and the Company may withhold any and all
      payments otherwise due and owing to Liebman under this Agreement, if any, other
      than Base Salary.

    


    5.0       
       Business Opportunities.
      Liebman
      agrees that, during the Term, he will not take personal advantage of any
      business opportunities that are similar or substantially similar to the business
      of the Company without: (a) first offering in writing such opportunity to the
      Company; and (b) thereafter obtaining a written refusal of such opportunity
      from
      the Company. In addition, Liebman to must promptly and fully disclose all
      material facts regarding any such business opportunities as soon as Liebman
      becomes aware of any such opportunity.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5.1        
       Company Property.
      All
      records, files, lists, including computer generated lists, drawings, documents,
      equipment and similar items relating to the Company’s business that Liebman
      shall prepare for or receive from the Company shall remain the Company’s sole
      and exclusive property. Liebman agrees than upon termination of this Agreement,
      or upon demand from the Company, he shall immediately return to the Company
      all
      property of the Company in his possession, custody or control. Liebman further
      represents that he will not copy or cause to be copied, print out, or cause
      to
      be printed out any software, documents or other materials belonging to the
      Company. 

     

    6.0        
       Survival.
      Sections 4 and 6 of this Agreement shall survive the termination by either
      party
      of this Agreement for any reason.

     

    6.1        
       Choice of Law and Jurisdiction.
      This
      Agreement shall be construed, interpreted and the rights of the parties
      determined in accordance with the laws of the State of California, without
      giving effect to any choice or conflict of law provision or rule that would
      cause the application of laws of any jurisdictions other than those of the
      State
      of California.

     

    6.2        
       Assignment. This
      Agreement shall be binding upon and inure to the benefit of the successors
      and
      assigns of the Company, and the Company shall be obligated to require any
      successor to expressly assume its obligations hereunder. This Agreement shall
      inure to the benefit of and be enforceable by Liebman or his legal
      representatives, executors, administrators, successors, heirs, distributes,
      devisees and legatees. Liebman may not assign any of his duties, responsibility,
      obligations or positions hereunder to any person and any such purported
      assignment by him shall be void and of no force and effect. The Company may
      assign its rights hereunder to any other party.

     

    6.3  
        Waiver.
      Any
      waiver or consent from the Company with respect to any term or provision of
      this
      Agreement or any other aspect of Liebman’s conduct or employment shall be
      effective only in the specific instance and for the specific purpose for which
      given and shall not be deemed, regardless of frequency given, to be a further
      or
      continuing waiver or consent. The failure or delay of the Company at any time
      or
      times to require performance of, or to exercise any of its powers, rights or
      remedies with respect to any term or provision of this Agreement or any other
      aspect of Liebman’s conduct or employment in no manner (except as otherwise
      expressly provided herein) shall affect the Company's right at a later time
      to
      enforce any such term or provision.

     

    6.4   
        Notices.
      All
      notices, requests, demands, and other communications hereunder must be in
      writing and shall be deemed to have been duly given if delivered by hand or
      mailed within the continental United States by first class, registered mail,
      return receipt requested, postage and registry fees prepaid, to the applicable
      party, at the addresses first stated above or at such other subsequent address
      as is made known to the other party as an address at which such party receives
      similar important correspondence.

     

    6.5  
        Amendment.
      This
      Agreement may be amended or modified only be a written instrument executed
      by
      Liebman and a representative of the Company duly authorized by the
      Board.

     

    6.6  
        Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall not affect the validity or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. If the final judgment of a court of competent jurisdiction
      declares that any term or provision hereof is invalid or unenforceable, the
      parties agree that the court making the determination of invalidity or
      unenforceability shall have the power to limit the term or provision, to delete
      specific works or phrases, or to replace any invalid or unenforceable term
      or
      provision with a term or provision that is valid and enforceable and that comes
      closest to expressing the intention of the invalid or unenforceable term or
      provision, and this Agreement shall be enforceable as so modified.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.7  
        
      Entire Agreement.
      This
      Agreement constitutes the entire agreement between the parties and supersedes
      all prior agreements and understandings, whether written or oral, relating
      to
      the subject matter of this Agreement. 

     

    6.8   
        Headings.
      The
      section headings contained in this Agreement are used for convenience only
      and
      shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    6.9   
        Construction.
      Every
      covenant, term and provision of this Agreement shall be construed simply
      according to its fair meaning and not strictly for or against any
      party.

     

    6.10
        Acknowledgment.Liebman
      represents and agrees that he fully understands his rights to discuss all
      aspects of this Agreement with his counsel, that he has been given the
      opportunity to avail himself of this right, that he has carefully read and
      fully
      understands all the provisions of this Agreement, that he is competent to
      execute this Agreement, that his decision to execute this Agreement has not
      been
      obtained by any duress, that he freely and voluntarily enters into this
      Agreement, and that he has read this document in its entirety and fully
      understands the meaning, intent, and consequences of this
      Agreement.

     

    7.0        
       Counterparts; Facsimile Signature.
      This
      Agreement may be executed in two (2) or more counterparts, each of which shall
      be deemed an original but all of which together shall constitute one and the
      same instrument. This Agreement may be executed by facsimile
      signature.


     

    IN
      WITNESS
      WHEREOF, the parties have executed this Agreement as of the day and year set
      forth above.

     

    
      	AGREED TO BY:	 	 	 
	 	 	 	 
	POWERHOUSE
              TECHNOLOGIES GROUP, INC.	 	 	 
	 	 	 	 
	By:
	
               

               

            	 	 	 
	 	
              
Name:  
	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	 	 	 
	
              

              RICHARD
                LIEBMAN