CONSPIRACY ENTERTAINMENT CORPORATION

                              EMPLOYMENT AGREEMENT

      This  Agreement  is entered  into as of  January  1, 2002 (the  "Effective
Date") by and between CONSPIRACY  ENTERTAINMENT  CORPORATION (the "Company") and
Sirus Ahmadi ("Employee"). In consideration of the promises and mutual covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  it is  mutually  covenanted  and
agreed by and between the parties as follows:

      1.  POSITION  AND  DUTIES.  Employee  shall be  employed to serve as Chief
Executive Officer, with involvement in the entire operation of the Company while
discharging  such   responsibilities   as  are   commensurate   with  Employee's
position.or  to serve in such  additional or different  capacities and with such
other  responsibilities  as the  Company' s  President  and/or  Chief  Executive
Officer may  determine  from time to time.  Employee  shall  perform  Employee's
duties  faithfully  and to the  best of  Employee's  ability  and  shall  devote
Employee's  full time and effort  exclusively  to the  performance of Employee's
duties  hereunder.  Employee  shall  abide by all  Company  policies,  rules and
regulations  now in  effect  and as such are  promulgated  in the  future by the
Company in its sole and absolute  discretion.  Company will use its commercially
reasonable  efforts  to  assist  Employee  to  obtain  an  appropriate  visa for
employment at the Company,  including reimbursing Employee's reasonable expenses
in connection therewith.

      2. PERIOD OF EMPLOYMENT. The term of employment pursuant to this Agreement
shall be three (3) years  ("Term"),  commencing  January 1, 2002, and continuing
until December 31, 2004,  subject to earlier  termination  during this period in
accordance with the provisions  below.  Continued  employment after December 31,
2004, shall be based on the mutual consent of both Employee and the Company.

      3.  COMPENSATION.  For  all  services  to be  rendered  pursuant  to  this
Agreement by Employee,  Employee shall receive a base salary ("Base  Salary") at
the monthly rate of Seven  Thousand Two Hundred and Fifty Dollars  ($27,000.00),
payable in accordance with the Company's normal payroll practices and subject to
the usual and required employee payroll  deductions and  withholdings.  Employee
understands  and agrees that neither  Employee's job performance nor promotions,
commendations,  bonuses or the like from the Company  give rise to or in any way
serve as the basis for modification,  amendment,  or extension by implication or
otherwise, of this Agreement.

            a.  Corporate  Vehicle  Allowance.  Employee  shall be entitled to a
corporate  vehicle  allowance of $800.00 per month towards the lease or purchase
of a  vehicle.  In  addition,  the  company  agrees  to pay  for  all  gasoline,
maintenance and repair, and insurance for the vehicle through the termination of
this agreement.

      4. OTHER BENEFITS. During Employee's employment hereunder,  Employee shall
be entitled to  participate  in such employee  benefit plans and programs of the
Company,  if any,  as are  maintained  by  Company  from  time to time,  and are
generally available to the benefit of its employees, subject to an in accordance
with the terms and eligibility  requirements of the applicable  benefit or plan.
The  Company  reserves  the  right to cancel or  change  the  benefit  plans and
programs  it  offers  to its  employees  at any time in its  sole  and  absolute
discretion.  Notwithstanding anything to the contrary contained herein, Employee
acknowledges  that, in light of Employee's  compensation  in Section 3, he shall
not be entitled to participate in any equity-based compensation plan established
by the Company.
<PAGE>

      5.  TAXES.  In the  event  that  Employee  owes any taxes by virtue of any
payments  made or benefits  conferred by the Company,  the Company  shall not be
liable to pay or obligated  to reimburse  Employee for any such taxes or to make
any adjustment of Employee's compensation under this Agreement. Any compensation
due to Employee under this  Agreement,  including,  but not limited to, the Base
Salary,  Annual Bonus,  Game Design  Bonus,  Equity  Compensation  and any other
taxable  benefit,  shall be reported as required on all earnings  statements and
shall be reduced by any required withholding for federal,  state and local taxes
and other appropriate payroll deductions.

      6. EXPENSES.  Pursuant to Company policy, Employee shall be reimbursed for
all reasonable, appropriate and properly documented business and travel expenses
which Employee incurs in the performance of his  responsibilities as an employee
of the Company.

      7.  TERMINATION.  Either Employee or the Company may terminate  Employee's
employment  at any  time,  with or  without  cause or  notice.  If  Employee  is
terminated  without  cause  during the Term of this  Agreement,  Employee  shall
receive the following:  (i) Base Salary and accrued,  unused  vacation  benefits
through the date of termination;  (ii) Equity Compensation;  and (3) Game Design
Bonus.  In the event  Employee  resigns for any reason,  Employee  will  receive
Employee's Base Salary and accrued, unused vacation benefits through the date of
termination,  but  Employee  will not be  eligible  for the Equity  Compensation
described in clause (ii) above or any other bonus payment not yet accrued or due
and payable.

            a.  Termination  for Cause.  The Company  shall not be  obligated to
provide  any  Game  Design  Bonus  or  Equity  Compensation  in the  event  of a
termination  for  "Cause",  which for  purposes of this  Agreement  shall mean a
determination by the Company, based upon its good faith judgment,  that Employee
has  committed  an act or  omission  detrimental  to the best  interests  of the
Company,  including, but not limited to, dishonesty,  neglect,  insubordination,
failure  to  perform  the  duties  assigned  to  Employee,  felony  or  crime of
dishonesty,  or breach of any  obligation  under this  Agreement  or any Exhibit
hereto.  In the event of a termination  for Cause,  Employee  shall only receive
payment of Employee's  Base Salary and any accrued,  unused vacation time earned
through the date of termination.

      8. RIGHT TO ADVICE OF COUNSEL.  Employee  acknowledges that he has had the
right to  consult  with  counsel  and is fully  aware of  Employee's  rights and
obligations under this Agreement.

      9. SUCCESSORS.

            (a)  Company's  Successors.  Any  successor to the Company  (whether
direct or  indirect  and  whether by  purchase,  lease,  merger,  consolidation,
liquidation or otherwise) to all or substantially all of the Company's  business
and/or  assets  shall  assume the  obligations  under this  Agreement  and agree
expressly to perform the obligations under this Agreement in the same manner and
to the same extent as the Company would be required to perform such  obligations
in the absence of a succession.  For all purposes under this Agreement, the term
"Company,"  shall include any successor to the Company's  business and/or assets
which  executes  and  delivers  the  assumption   agreement  described  in  this
subsection  (a) or which  becomes  bound  by the  terms  of this  Agreement:  by
operation of law.


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<PAGE>

            (b)  Employee's  Successors.  Employee  shall not assign or transfer
this  Agreement  or any right or  obligation  under this  Agreement to any other
person or entity.

      10. CONFIDENTIAL INFORMATION AND ASSIGNMENT OF INVENTIONS. Employee agrees
that as a condition  to the  effectiveness  of this  Agreement,  Employee  shall
execute the Company's standard Proprietary  Information and Inventions Agreement
attached hereto as Exhibit C and incorporated herein by this reference.

      11.  CONFLICTING  EMPLOYMENT.  Employee  shall  not,  during  the  term of
Employee's  employment  with  the  Company,  engage  in  any  other  employment,
occupation,  consulting  or other  business  activity  in any way related to the
business in which the Company is now involved  (e.g.,  development,  production,
publishing,  licensing,  sale and distribution of computer technology and games)
or becomes involved during the term of Employee's employment, nor will he engage
in any other activities that conflict with Employee's obligations to the Company
without the Company's prior written consent.

      12. RETURNING COMPANY DOCUMENTS.  At the time of leaving the employ of the
Company,  Employee  covenants that he shall deliver to the Company (and will not
keep in Employee's  possession,  recreate or deliver to anyone else) any and all
devices,  records,  data,  notes,  reports,  proposals,  lists,  correspondence,
specifications,  drawings  blueprints,  sketches,  materials,  equipment,  other
documents or property, or reproductions of any aforementioned items developed by
Employee  pursuant  to  Employee's  employment  with the  Company  or  otherwise
belonging  to the  Company,  its  successors  or  assigns.  In the  event of the
termination  of Employee's  employment,  Employee  hereby  covenants to sign and
deliver the "Termination  Certification"  attached hereto as Exhibit A, which is
incorporated herein in its entirety by this reference.

      13.  NOTIFICATION  OF NEW EMPLOYER.  In the event that Employee leaves the
employ of the Company,  Employee  agrees to grant consent to notification by the
Company to Employee's new employer about Employee's rights and obligations under
this Agreement.

      14.  SOLICITATION OF EMPLOYEES.  Employee  covenants that, for a period of
twelve  (12)  months   immediately   following  the  termination  of  Employee's
relationship with the Company for any reason,  whether with or without cause, he
shall not either directly or indirectly  solicit,  induce,  recruit or encourage
any of the  Company's  employees  to leave their  employment,  or take away such
employees,  or attempt  to  solicit,  induce,  recruit,  encourage  or take away
employees of the Company, either for Employee or for any other person or entity.


                                       3
<PAGE>

      15.  CONFLICT OF INTEREST  GUIDELINES.  Employee  covenants  that he shall
diligently  adhere to the  Conflict of Interest  Guidelines  attached  hereto as
Exhibit B, which is incorporated herein in its entirety by this reference.

      16. NOTICE CLAUSE.

            (a) Manner.  Any notice  hereby  required or  permitted  to be given
shall be  sufficiently  given if in writing and  delivered  in person or sent by
First Class,  registered or certified mail, postage prepaid,  to either party at
the address of such party or such other address as shall have been designated by
written notice by such party to the other party.

            (b)  Effectiveness.  Any notice or other  communication  required or
permitted to be given under this  Agreement will be deemed given on the day when
delivered  in  person,  or the third  business  day after the day on which  such
notice was mailed in accordance with this Section.

      17. ARBITRATION.

            (a) Exclusive  Remedy.  Arbitration  shall be the sole and exclusive
remedy for any dispute,  claim, or controversy of any kind or nature (a "Claim")
arising out of, related to, or connected with Employee's employment relationship
with Company,  or the  termination of Employee's  employment  relationship  with
Company,  including  any Claim  against any parent,  subsidiary,  or  affiliated
entity of  Company,  or any  director,  officer,  general  or  limited  partner,
employee or agent of Company or of any such  parent,  subsidiary  or  affiliated
entity.

            (b)  Claims  Subject to  Arbitration.  This  paragraph  specifically
includes (without limitation) all claims under or relating to any federal, state
or local law or regulation prohibiting discrimination, harassment or retaliation
based on race, color,  religion,  national origin,  sex, age,  disability or any
other  condition  or  characteristic  protected  by law;  demotion,  discipline,
termination or other adverse action in violation of any contract,  law or public
policy;  entitlement to wages or other economic compensation;  and any claim for
personal, emotional, physical, economic or other injury.

            (c) Claims Not Subject to Arbitration. This Agreement does not apply
to any legal  action by the Company or Employee  seeking  injunctive  relief for
unfair competition or breach of any Company policies regarding the protection of
Company property, trade secrets or confidential information. This Agreement also
does  not  apply  to any  claims  by  Employee:  (a) for  workers'  compensation
benefits;  (b) for  unemployment  insurance  benefits;  (c) under a benefit plan
where the plan  specifies  a separate  arbitration  procedure;  or (d) which are
otherwise  expressly  prohibited by law from being subject to arbitration  under
this Agreement.

            (d) Procedure.  Any Claim submitted to arbitration  shall be decided
by a single, neutral arbitrator (the "Arbitrator") in the exclusive venue of Los
Angeles County, California. The parties to the arbitration shall mutually select
the  Arbitrator  not  later  than  15  days  after  service  of the  demand  for
arbitration. If the parties for any reason do not mutually select the Arbitrator
within  the 15 day  period,  then any party may apply to any court of  competent
jurisdiction  to appoint a retired  judge as the  Arbitrator.  The parties agree
that arbitration  shall be conducted in accordance with California Code of Civil
Procedure  sections  1280 et seq.,  except as  modified in this  Agreement.  The
Arbitrator shall apply the substantive federal,  state, or local law and statute
of limitations  governing any Claim submitted to  arbitration.  In ruling on any
Claim submitted to arbitration, the Arbitrator shall have the authority to award
only such remedies or forms of relief as are provided for under the  substantive
law governing such Claim.  Judgment on the Arbitrator's  decision may be entered
in any court of competent jurisdiction.


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<PAGE>

            (e)  Costs.  Employee  shall  only pay the  share of fees and  costs
incurred in the  arbitration  (e.g.,  filing fees and transcript  costs) that he
would  normally  pay in the  course of  litigation.  All other  fees and  costs,
including  the  Arbitrators'  fees,  shall be borne by the Company.  The parties
shall be responsible  for their own attorneys'  fees and costs,  except that the
Arbitrator  shall have the authority to award  attorneys'  fees and costs to the
prevailing party in accordance with the applicable law governing the dispute.

            (f)  Interpretation  of Arbitrability.  The Arbitrator,  and not any
federal or state court, shall have the exclusive  authority to resolve any issue
relating to the  interpretation,  formation or enforceability of this Agreement,
or any issue  relating to whether a Claim is subject to  arbitration  under this
Agreement,  except that any party may bring an action in any court of  competent
jurisdiction  to  compel  arbitration  in  accordance  with  the  terms  of this
Agreement.

      18.  SEVERABILITY.  The invalidity or unenforceability of any provision of
this  Agreement,  or  any  terms  hereof,  shall  not  affect  the  validity  or
enforceability of any other provision or term of this Agreement.

      19.  INTEGRATION.  This  Agreement and the Exhibits  hereto  represent the
entire agreement and understanding  between the parties as to the subject matter
herein and supersede all prior or contemporaneous  agreements whether written or
oral. No waiver,  alteration,  or  modification of any of the provisions of this
Agreement  shall be  binding  unless in writing  and  signed by duly  authorized
representatives of the parties hereto.

      20.  SURVIVIAL.  The following  sections shall survive any  termination of
this Agreement:  5, 7, 9, 10, 12-21 and any other provision which states that it
survives the Agreement's termination.

      21.  GOVERNING LAW. This  Agreement  shall be governed by and construed in
accordance with the internal  substantive laws, but not the choice of law rules,
of the state of California.

      22.  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which  shall be an  original,  and all of which  together
shall constitute one and the same instrument.


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<PAGE>

      IN WITNESS  WHEREOF,  each of the parties has executed this Agreement,  in
the case of the Company by its duly authorized officers,  as of the day and year
first above written.

                                  CONSPIRACY ENTERTAINMENT CORPORATION


                                  By: /s/ Sirus Ahmadi
                                     -------------------------------------------
                                     Sirus Ahmadi
                                     -------------------------------------------
                                     President

                                  EMPLOYEE


                                  /s/ Sirus Ahmadi
                                  ----------------------------------------------
                                  Sirus Ahmadi
                                  12011 Goshen Avenue
                                  Unit 202
                                  Los Angeles, CA 90049


                                       6
<PAGE>

                                    EXHIBIT A

                      CONSPIRACY ENTERTAINMENT CORPORATION

                            TERMINATION CERTIFICATION

      This is to certify that I do not have in my possession,  nor have I failed
to return,  any  devices,  records,  data,  notes,  reports,  proposals,  lists,
correspondence,   specifications,  drawings,  blueprints,  sketches,  materials,
equipment,  other documents or property,  or reproductions of any aforementioned
items  belonging to  Conspiracy  Entertainment  Corporation,  its  subsidiaries,
affiliates, successors oz* assigns (together, the "Company").

      I  further  certify  that  I have  complied  with  all  the  terms  of the
Employment Agreement signed by me, including the reporting of any inventions and
original  works of  authorship  (as defined  therein),  conceived  or made by me
(solely or jointly with others) covered by that agreement.

      I further agree that, in compliance with the Employment Agreement,  I will
preserve as  confidential  all trade secrets,  confidential  knowledge,  data or
other  proprietary  information  relating  to  products,  processes,   know-how,
designs,  formulas,  developmental or experimental work, computer programs, data
bases,  other original  works of authorship,  customer  lists,  business  plans,
financial  information or other subject matter pertaining to any business of the
Company or any of its employees, clients, consultants or licensees.

      I further  agree that for twelve (12)  months  from this date,  I will not
hire any  employees  of the Company and I will not solicit,  induce,  recruit or
encourage any of the Company's employees to leave their employment.

Date:
     ---------------------------


                                -------------------------------------
                                Sirus Ahmadi


                                       7
<PAGE>

                                    EXHIBIT B

                      CONSPIRACY ENTERTAINMENT CORPORATION

                         CONFLICT OF INTEREST GUIDELINES

      It is the policy of CONSPIRACY  ENTERTAINMENT  CORPORATION (the "Company")
to conduct  its affairs in strict  compliance  with the letter and spirit of the
law and to adhere to the highest principles of business ethics. Accordingly, all
officers,  employees and independent contractors must avoid activities which are
in conflict, or give the appearance of being in conflict,  with these principles
and  with  the  interests  of  the  Company.   The  following  are   potentially
compromising  situations which must be avoided.  Any exceptions must be reported
to the President and written approval for continuation must be obtained.

      1.    Revealing   confidential   information   to  outsiders  or  misusing
            confidential information. Unauthorized divulging of information is a
            violation  of this  policy  whether  or not for  personal  gain  and
            whether or not harm to the Company is intended.

      2.    Accepting or offering  substantial gifts,  excessive  entertainment,
            favors or payments which may be deemed to constitute undue influence
            or otherwise be improper or embarrassing to the Company.

      3.    Participating  in civic or  professional  organizations  that  might
            involve divulging confidential information of the Company.

      4.    Initiating  or  approving  personnel  actions  affecting  reward  or
            punishment  of  employees  or  applicants  where  there  is a family
            relationship or appears to be a personal or social involvement.

      5.    Initiating or approving any form of personal or social harassment of
            employees.

      6.    Investing in or affiliating with suppliers,  customers, or competing
            companies,  including financial speculations,  where such investment
            or affiliation might influence in any manner a decision or course of
            action of the Company.

      7.    Borrowing from or lending to employees, customers or suppliers.

      8.    Acquiring real estate of interest to the Company.

      9.    Improperly  using  or  disclosing  to the  Company  any  proprietary
            information or trade secrets of any former or concurrent employer or
            other  person or entity  with whom  obligations  of  confidentiality
            exist.

      10.   Unlawfully discussing prices, costs, customers sales or markets with
            competing companies or their employees.


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<PAGE>

      11.   Making any  unlawful  agreement  with  distributors  with respect to
            prices.

      12.   Improperly  using  or  authorizing  the  use of any  inventions  (or
            intellectual  property)  which are the  subject  of patent (or other
            intellectual property) claims of any other person or entity.

      13.   Engaging in any activities which are competitive with or detrimental
            to the business of the Company.

      14.   Engaging  in any  conduct  which is not in the best  interest of the
            Company.

      Each  officer,   employee  and  independent  contractor  must  take  every
necessary action to ensure compliance with these guidelines and to bring problem
areas to the  attention  of higher  management  for review.  Violations  of this
conflict of interest policy may result in discharge without warning.


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<PAGE>

                                    EXHIBIT C

                      CONSPIRACY ENTERTAINMENT CORPORATION

        [STANDARD NON-DISCLOSURE AND ASSIGNMENT OF INVENTIONS AGREEMENT]


                                       10