EXHIBIT 10E

                                      EMPLOYMENT AGREEMENT WITH FRED G. LUKE

<PAGE>



                              EMPLOYMENT AGREEMENT



         This EMPLOYMENT  AGREEMENT is made this 1st day of August, 1995, by and
between Fred G. Luke,  an  individual  with offices at 2 Park Plaza,  Suite 470,
Irvine,  California  92714  ("Employee")  and The  Toen  Group  Inc.,  a  Nevada
corporation ("the Company"),  with its principal offices at 1 Park Plaza,  Suite
600, Irvine, CA 92714.

         WHEREAS,   Employee  has  over  25  years  of  experience  in  mergers,
acquisitions, and corporate finance and management; and,

         WHEREAS, the Company desires to employ Employee to serve the Company on
the Company's  Board of Directors and as its  President,  and to provide  advice
concerning mergers and acquisitions,  corporate finance,  day to day management,
guidance with respect to general business  decisions,  and other duties commonly
performed by the President of a publicly-held company ("Services").

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  sufficiency  of which is  hereby  acknowledged,  the  Company  and
Employee agree as follows:

1.       Employment

         The Company  hereby  employs  Employee as the Company's  President,  to
         provide the Company with advice and  services,  on an as-needed  basis,
         effective the date hereof and continuing  through the Employment Period
         (as defined below).

2.       Scope of Services

         The services to be provided by Employee under this  Agreement  shall be
         all those  necessary or proper to manage the  Company,  and to evaluate
         and advise the Company's Board of Directors on transactions between the
         Company and third parties.

3.       Term of Employment

         This  Agreement  shall  have an  initial  term of five (5)  years  (the
         "Employment  Period"),  retroactive  to , the date Employee first began
         providing  the Services (the  "Employment  Period").  Thereafter,  this
         Agreement will automatically be extended on a year-to-year basis unless
         Employee or the Company shall serve  written  notice on the other party
         terminating  the Agreement;  provided,  however,  that Employee and the
         Company   shall   agree  in   writing  as  to   Employee's   continuing
         compensation.  Notice to  terminate  shall be in  writing  and shall be
         delivered  at least  ten (10) days  prior to the end of the  Employment
         Period, as extended, as provided herein.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         1

<PAGE>



4.       Duties of Employee

         Employee  shall devote that amount of time, as necessary,  on a monthly
         basis,  to  fulfilling  his  obligations  under  this  Agreement.   The
         particular amount of time may vary from day to day or week to week. The
         Company  understands that Employee serves as an officer and/or director
         for other companies which require some of Employee's  professional time
         but which, except as disclosed by Employee in writing and waived by the
         Company's   Board  of  Directors,   do  not  conflict  with  Employee's
         obligations  hereunder.  Employee  agrees  that he  will at all  times,
         faithfully and to the best of his experience, ability, and talents, but
         expressly subject to events,  services of others,  and all other events
         outside of Employee's  control,  perform all the duties required of him
         under this Agreement.

5.       Compensation

         Compensation  to  Employee  for  services  provided  pursuant  to  this
         Agreement shall consist of the following:

          A)   Fixed  Annual  Compensation.  In  consideration  for the Services
               provided  hereunder,  the Company shall pay to Employee an annual
               salary ("Fixed Annual  Compensation")  at the rate of $54,000 per
               annum,  beginning the Effective Date.  Fixed Annual  Compensation
               payable to  Employee by the  Company  hereunder  shall be paid at
               such times and in such  amounts as the Company may  designate  in
               accordance with the Company's usual practices, but, unless agreed
               by Employee, in no event less than once monthly.

          B)   Business Expense Reimbursement.  Employee shall be entitled to an
               aggregate of $1,000 per month for employee  business  expenses in
               excess of those for which  Employee  makes an  accounting  to the
               Company.  To the extent that Employee does not utilize all or any
               portion of the  foregoing  expense  reimbursement  account in any
               given month,  the unused  amount  shall be cumulated  and carried
               forward from  month-to-month  until used.  Employee shall also be
               entitled  to   reimbursement  of  all  reasonable  and  customary
               business  travel and  entertainment  expenses for which  Employee
               makes an adequate accounting to the Company. The determination of
               the adequacy of the accounting and reasonableness of the expenses
               shall  be  within  the  reasonable  discretion  of the  Company's
               independent  certified  accountants taking into consideration the
               substantiation requirements of the Internal Revenue Code of 1986,
               as  amended  (the  "Code").  If  verification  is  provided,  the
               non-deductibility  of such  expenses for tax  purposes  shall not
               affect Employee's right to reimbursement.

          C)   Additional  Incentive  Compensation.  In  addition  to the  Fixed
               Annual  Compensation  to be provided to Employee  hereunder,  the
               Company  shall  also  provide   Employee  with  such   additional
               incentive compensation  ("Additional Incentive  Compensation") in
               the form of reimbursement of expenses, securities of the Company,
               stock options or a deferred compensation  arrangement customarily
               utilized for top  management  executives in the Company's line of
               business, and shall include but not be limited to the following:

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         2

<PAGE>



               i)   Life Insurance  Policy - a split rate life insurance  policy
                    for the  benefit of  Employee in the amount of not less than
                    $1,000,000 (the "Life Insurance Policy"). The Company agrees
                    to make  all  premium  payments  under  the  Life  Insurance
                    Policy.  Employee  shall be entitled to name the Luke Family
                    Trust u/t/d May 20, 1990 (the  "Trust"),  the Alison  Noelle
                    Luke Trust (the  "Alison  Trust") or the Lindsey  Marie Luke
                    Trust (the "Lindsey  Trust"),  or in combination of them, as
                    the beneficiary or  beneficiaries  of such policy.  Upon the
                    death of Employee  during the Initial  Employment  Period of
                    this Agreement, and upon the payment of benefits pursuant to
                    the Life Insurance Policy,  such benefits shall be allocated
                    as   follows:   (i)  the   Company   shall  be  entitled  to
                    reimbursement  of all  premiums  actually  paid  under  such
                    policy  plus six  percent  (6%) per annum  interest  on such
                    amounts   actually  paid,   and  (ii)  the   beneficiary  or
                    beneficiaries  named under such policy  shall be entitled to
                    receive the remainder of such benefits. Employee agrees that
                    the Company may secure  additional  insurance on  Employee's
                    life for the benefit of the Company and that Employee  shall
                    cooperate   with  the   Company  in   connection   with  the
                    application process for such insurance.

               ii)  Directors  and  Officers  Liability  Insurance  -  insurance
                    generally maintained for by publicly-held  companies for the
                    benefit of their  directors and officers  against all costs,
                    charges and  expenses  whatsoever  incurred or  sustained in
                    connection with any action, suit or proceeding to which such
                    officers or directors may be made a party by reason of being
                    or  having  been  a  director  or  officer.  Such  insurance
                    coverage  shall be  provided  by the Company and the Company
                    shall use its best  efforts  to cause such  insurance  to be
                    maintained  in effect  for not less than six (6) years  from
                    the date of termination of this Agreement,  or from the date
                    of a change in control (as defined herein), whichever is the
                    longer period,  and containing terms and conditions that are
                    acceptable to Employee.

               iii) Fringe Benefits. In addition to the foregoing,  upon request
                    by Employee,  Employee  shall receive and shall  continue to
                    receive such fringe benefits  ("Fringe  Benefits") as he now
                    enjoys and as shall become  available in the future to those
                    with  similar   executive   positions  in  the  leisure  and
                    entertainment industries,  including without limitation: (i)
                    club memberships (including initiation fees, annual dues and
                    other recurring expenses) in an amount not to exceed $20,000
                    in  each  year  of  the  Initial  Employment  Period;   (ii)
                    first-class  air  travel  and  private  air travel (if first
                    class  air  travel is not  practicable  in  Employee's  sole
                    judgment)  for all trips  made by  Employee  outside  of the
                    United  States in connection  with the Services  provided to
                    the Company;  (iii) the lease of an automobile of Employee's
                    choice  for  use by  Employee,  and  reimbursement  for  all
                    expenses  incurred in connection with such  automobile,  and
                    (iv)   reimbursement   of  Employee's   personal  legal  and
                    accounting  expenses related to Employee's  association with
                    the Company in an amount not to exceed  $50,000 in each year
                    of the Initial Employment Period.

               iv)  Stock Option.  The Company agrees to execute with Employee a
                    Stock Option  Agreement (the "Option")  consistent  with the
                    Company's  existing plans or guidelines in which the Company
                    will grant Employee stock options to purchase

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         3

<PAGE>



                    Seven  Hundred  Fifty  Thousand  (750,000)  shares of common
                    stock of the Company  (the  "Option  Shares") at one hundred
                    ten percent  (110%) of the Market Value (as defined  herein)
                    as of the date of the  Option.  Such  Options  shall vest to
                    Employee  immediately  upon execution of the Option.  In the
                    event of any  change in the common  stock of the  Company by
                    reason  of stock  dividends,  stock  splits,  reverse  stock
                    splits, spin-offs, mergers, recapitalizations, combinations,
                    conversions, exchanges of shares or the like or the issuance
                    of  shares  of  common  stock  or any  class  of  securities
                    directly or indirectly  convertible into or exchangeable for
                    common stock after the date  hereof,  the number and kind of
                    shares   subject  to  the  Option  shall  be   appropriately
                    adjusted.

         For the  purpose  of this  Agreement,  "Market  Price"  shall  mean the
         average bid price on the date of exercise of the Option, or any portion
         thereof,  or, in case no sale takes place on such day,  the closing bid
         price for the last executed  trade, in each case on the NASD Electronic
         Bulletin Board or the securities exchange to which the shares of common
         stock of the Company (or its successor,  if any) are listed or admitted
         to trading or, if not listed or admitted to trading, the average of the
         closing  bid  price  as  furnished  by  two  members  of  the  National
         Association  of Securities  Dealers Inc.  selected by Employee for that
         purpose.  In the  absence  of one or more such  quotations,  the Market
         Price  shall be based upon the book value per share  calculated  on the
         basis of the Company's most recent financial statements.

6.       Registration of the Company Shares

         The Company will  register the Option  Shares with the  Securities  and
         Exchange  Commission  on a Form  S-1 or other  applicable  registration
         statement  within  one (1) year  from the date  hereof.  Option  Shares
         issued  prior  to  registration  will be done  so only in  reliance  on
         exemptions from registration provided by Section 4(2) of the Securities
         Act of 1933 (the "Act"),  Regulation D of the Act, and applicable state
         securities laws. Such issuance shall be in reliance on  representations
         and  warranties  of  Employee  set  forth  below,  to be  updated  upon
         exercise.

7.       Opportunities Rejected by the Company

         Opportunity Compensation. If, commencing the Effective Date, during the
         Employment Period,  because of the Company's financial  condition,  the
         Board  elects  not to  proceed to  acquire  any  project  or  potential
         acquisition  submitted,  identified  and/or selected by Employee,  then
         Employee,  upon notification to the Company's Board,  shall be entitled
         to submit the project elsewhere (a "Opportunity") and Employee shall be
         entitled  to any and all  fees or  profits  resulting  from  Employee's
         referral  or   placement   of  such   Opportunity   (the   "Opportunity
         Compensation");  provided,  however, that Employee's efforts related to
         such  Opportunity  shall  be of an  incidental  nature  and  shall  not
         interfere  with  Employee's  Services to the Company other than in a de
         minimis manner; and the Opportunity may not be offered to a third party
         on terms more  favorable to such third party than the terms proposed to
         the  Company  at the  time  that the  Company's  Board  elected  not to
         proceed.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         4

<PAGE>



8.       Place of Services

         The Services provided by Employee hereunder will be performed primarily
         through  the  Company's  offices  in  Irvine,  California,   except  as
         otherwise mutually agreed by Employee and the Company. It is understood
         and expected  that Employee may make contacts with persons and entities
         and  perform  services in other  locations  as deemed  appropriate  and
         directed by the Company.

9.       Status

         Employee  will act as an employee in the  performance  of duties  under
         this  Agreement.  Accordingly,  the  Company  will be  responsible  for
         payment of all federal,  state,  and local taxes on  compensation  paid
         under this  Agreement,  including  income and  social  security  taxes,
         unemployment insurance, and any other taxes as may be required.

10.      Termination

         (A)      Termination for Disability.  If, during the Employment Period,
                  Employee shall be unable to provide the Services for three (3)
                  consecutive  months  because of  illness,  accident,  or other
                  incapacity, the Company shall have the right to terminate this
                  Agreement upon written notice to Employee within ten (10) days
                  after the end of any such three (3) month period.  Termination
                  under  this  Paragraph  shall be  effective  upon  receipt  by
                  Employee of the written notice.

         (B)      Death.  In the event of Employee's  death,  this Agreement and
                  all rights and  obligations  hereunder  shall  immediately  be
                  terminated.

         (C)      Termination  for  Cause.  The  Company  may,  at  its  option,
                  terminate   this   Agreement  by  giving   written  notice  of
                  termination to Employee without  prejudice to any other remedy
                  to which the Company may be entitled either at law, in equity,
                  or under this Agreement, if Employee:

                    (i)  Willfully breaches or neglects the duties that Employee
                         is  required  to  perform   under  the  terms  of  this
                         Agreement;

                    (ii) Fails  to  promptly  comply  with  and  carry  out  all
                         directives of the Company's Board of Directors; or

                    (iii)Is convicted of  committing  any  dishonest or unlawful
                         act.

          (D)  Termination  Other Than For Cause. This Agreement shall terminate
               immediately on the occurrence of any one of the following events:

                    (i)  The occurrence of circumstances, in the judgment of the
                         Company's   Board   of   Directors,    that   make   it
                         impracticable  for the Company to continue  its present
                         line(s) of business;

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         5

<PAGE>



                    (ii) The   decision  of  and  upon  notice  by  Employee  to
                         voluntarily terminate this Agreement;

                    (iii) The loss by Employee of legal capacity;

                    (iv) If the Company institutes, or has instituted against it
                         any  bankruptcy   proceeding  for   reorganization  for
                         rearrangement of the party's financial affairs;

                    (v)  If the Company has a receiver of its assets or property
                         appointed because of insolvency;

                    (vi) If the  Company  makes  a  general  assignment  for the
                         benefit of creditors; or

                    (vii)If the Company  otherwise  becomes  insolvent or unable
                         to  timely  satisfy  all  obligations  in the  ordinary
                         course of business.

         (E)      Effect of  Termination  on  Compensation.  In the event of the
                  Termination  Other Than For Cause prior to the  completion  of
                  the  Employment  Period,  Employee shall be entitled to a lump
                  sum payment  equal to the balance of all  compensation  due to
                  Employee,  including  but not  limited to salary and  benefits
                  under  this  Agreement,  and to the  rights  to  exercise  any
                  remaining,  previously  unexercised  Options.  Notwithstanding
                  anything contained herein to the contrary, Employee's right to
                  exercise  any  exercised  Options  shall  continue for two (2)
                  years following the date of termination.

13.      Representations and Warranties of the Company

         The Company represents and warrants to Employee that:

         (A)      Corporate  Existence.   The  Company  is  a  corporation  duly
                  organized,  validly  existing,  and in good standing under the
                  laws of the  State  of  Nevada,  with  corporate  power to own
                  property  and  carry  on  its  business  as  it is  now  being
                  conducted.

         (B)      Financial  Information.  The  Company  has or will cause to be
                  delivered  concurrently  with the execution of this Agreement,
                  copies of the  Disclosure  Documents  (as defined in Paragraph
                  14(D)(1)) which  accurately set forth the financial  condition
                  of the Company as of the respective dates of such documents.

         (C)      Capitalization.  The  capitalization  of Company is, as of the
                  date hereof, comprised of Fifty Million (50,000,000) shares of
                  authorized  $.01 par value  common stock of which no more than
                  Eight  Hundred  Thousand   (800,000)  shares  are  issued  and
                  outstanding,  and Six Hundred Sixty Eight  Thousand  (668,000)
                  warrants to purchase common stock ("Warrants"). All issued and
                  outstanding shares and the Warrants are legally issued,  fully
                  paid,  and  nonassessable,  and are not issued in violation of
                  the preemptive or other right of any person.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         6

<PAGE>



         (D)      No  Conflict.  This  Agreement  has been duly  executed by the
                  Company and the execution and  performance  of this  Agreement
                  will not  violate,  or result in a breach of, or  constitute a
                  default  in any  agreement,  instrument,  judgment,  decree or
                  order to which the  Company is a party or to which the Company
                  is subject, nor will such execution and performance constitute
                  a violation  or conflict  of any  fiduciary  duty to which the
                  Company is subject.

         (E)      Full  Disclosure.   The  information  concerning  the  Company
                  provided to Employee  pursuant  to this  Agreement  is, to the
                  best of the  Company's  knowledge  and  belief,  complete  and
                  accurate  in all  material  respects  and does not contain any
                  untrue  statement  of a  material  fact  or  omit  to  state a
                  material fact required to make the  statements  made, in light
                  of  the   circumstances   under  which  they  were  made,  not
                  misleading.

         (F)      Date  of   Representations   and   Warranties.   Each  of  the
                  representations  and  warranties  of the  Company set forth in
                  this  Agreement  is true and  correct at and as of the date of
                  execution of this Agreement.

14.      Representations and Warranties of Employee

         Employee represents and warrants to the Company that he understands and
         acknowledges  that any Option Shares issued prior to registration  will
         be so issued in reliance on the exemptions from  registration  provided
         by  Section  4(2)  of  the  Act  Regulation  D,  and  applicable  state
         securities  laws.  Representations  and  warranties by Employee in this
         paragraph  will be used and relied  upon by the  Company  to  determine
         whether any issuance of Option Shares may be made to Employee  pursuant
         to  Section  4(2) of the  Act and  Regulation  D and  applicable  state
         securities  laws,  and Employee will notify the Company  immediately of
         any  material  changes  to the  representations  made  herein.  In this
         regard, Employee represents and warrants that:

          (A)  Disclosure Documents.  Employee has been furnished with a copy of
               the  Company's  most  recent  Annual  Report on Form 10-K and all
               reports or documents  required to be filed under Sections  13(a),
               14(a),  and 15(d) of the  Securities and Exchange Act of 1934, as
               amended,  including but not limited to quarterly  reports on Form
               10-Q,  current  reports on Form 8-K,  and proxy  statements  (the
               "Disclosure Documents"). In addition, Employee has been furnished
               with a  description  of the Company's  capital  structure and any
               material  changes in the Company's  financial  condition that may
               not have been disclosed in the Disclosure Documents.

          (B)  Employee  Suitability.  By reason  of  Employee's  knowledge  and
               experience  in  financial  and business  matters in general,  and
               investments in particular,  Employee is capable of evaluating the
               merits and risks of this  transaction and in bearing the economic
               risks of an investment in the Option Shares and fully  understand
               the speculative  nature of such securities and the possibility of
               such loss. Further, Employee represents to the Company:

               (1)  Employee  is fully  aware that any Option  Shares  issued to
                    Employee   prior  to   registration   will  be   "Restricted
                    Securities"  as  defined by Rule 144 of the Act and that any
                    resale of such  securities  by  Employee  may be governed by
                    Rule  144.   Employee  is  further  aware  of  the  specific
                    restrictions on resale of such securities  contained in Rule
                    144.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         7

<PAGE>



               (2)  Employee will not sell, transfer or otherwise dispose of any
                    Option  Shares  issued or reserved  for  issuance  hereunder
                    prior to registration except in compliance with the Act.

               (3)  Any and all  certificates  representing  the  Option  Shares
                    issued prior to registration of such shares, and any and all
                    securities  issued in  replacement  thereof  or in  exchange
                    therefore, shall bear the following legend:

                           "The shares  represented by this certificate have not
                           been registered under the Securities Act of 1933 (the
                           "Act") and are  "restricted  securities" as that term
                           is defined in Rule 144 under the Act.  The shares may
                           not  be  offered  for  sale,   sold,   or   otherwise
                           transferred   except   pursuant   to   an   effective
                           Registration  Statement  under the Act or pursuant to
                           an  exemption  from  registration  under the Act, the
                           availability  of  which is to be  established  to the
                           satisfaction of the Company."

15.      Indemnification

         The Company and Employee agree to indemnify, defend and hold each other
         harmless  from  and  against  all  demands,  claims,  actions,  losses,
         damages, liabilities, costs and expenses, including without limitation,
         interest,  penalties and attorneys' fees and expenses  asserted against
         or imposed or incurred by either party by reason of or resulting from a
         breach  of  any  representation,   warranty,  covenant,  condition,  or
         agreement of the other party to this Agreement.

         The  Company  further  agrees to  indemnify  defend  and hold  Employee
         harmless  from  and  against  all  demands,  claims,  actions,  losses,
         damages, liabilities, costs and expenses, including without limitation,
         interest,  penalties and attorneys' fees and expenses  asserted against
         or imposed or incurred by Employee arising from Employee's  fulfillment
         of  his  duties  as an  officer  and  director  to the  maximum  extent
         permitted by the Nevada Corporation Code.

         In addition to the foregoing indemnity, the Company agrees to indemnify
         and hold harmless Employee,  and each other person controlling Employee
         or any of its affiliates  (collectively,  the "Indemnified Parties" and
         each an "Indemnified  Party"),  within the meaning of either Section 15
         of the Act, or Section 20 of the  Securities  Exchange Act of 1934,  as
         amended  (the  "Exchange  Act") from and against  any  losses,  claims,
         damages  and  liabilities  (or  actions in respect  thereof),  joint or
         several,  which are  related  to or arise out of or are based  upon any
         untrue or alleged untrue  statement of material fact or any omission or
         alleged omission of material fact required to be stated or necessary to
         make other statements,  in light of the circumstances in which they are
         made,  not  misleading  contained in any  document,  report or material
         provided to an relied  upon by  Employee  to prepare  any  registration
         statement,  prospectus,  prospectus  supplement license  application or
         other  materials or reports  filed by the Company  with any  regulatory
         agency.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         8

<PAGE>



16.      Inside Information - Securities Laws Violations

         In the course of the  performance  of his duties,  Employee  may become
         aware of  information  which  may be  considered  "inside  information"
         within  the  meaning  of  the  Federal   Securities   Laws,  Rules  and
         Regulations.  Employee acknowledges that his use of such information to
         purchase or sell securities of the Company,  or its  affiliates,  or to
         transmit such  information  to any other party with a view to buy, sell
         or otherwise deal in the securities of the Company or its affiliates is
         prohibited by law and would  constitute a breach of this  Agreement and
         notwithstanding  the  provisions of this  Agreement  will result in the
         immediate termination of the Agreement.

17.      Miscellaneous

          (A)  Subsequent Events.  Employee and the Company each agree to notify
               the other  party if,  subsequent  to the date of this  Agreement,
               either  party incurs  obligations  which could  compromise  their
               efforts and obligations under this Agreement.

          (B)  Amendment.  This Agreement may be amended or modified at any time
               and in any manner only by an  instrument  in writing  executed by
               the parties hereto.

          (C)  Further  Actions  and  Assurances.  At any time and from  time to
               time, each party agrees, at its or their expense, to take actions
               and  to  execute  and  deliver  documents  a  may  be  reasonably
               necessary to effectuate the purposes of this Agreement.

          (D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non- compliance.

          (E)  Assignment.  Neither the Company nor employee  shall assign their
               rights or  obligations  under  the  Agreement  without  the prior
               written  consent of the other.  However,  the Options  granted to
               Employee  shall be assignable by Employee  without the consent of
               or notice to the Company.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared, provided
               that the communication is addressed:

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                         9

<PAGE>



                  (1)      In the case of the Company:

                           The Toen Group Inc.
                           1 Park Plaza, Suite 600
                           Irvine, California  92714
                           Telephone:       (714) 833-5380
                           Telefax:         (714) 833-7854

                  (2)      In the case of Employee:

                           Fred G. Luke
                           2 Park Plaza, Suite 470
                           Irvine, California  92714
                           Telephone:       (714) 833-2094
                           Telefax:         (714) 833-7854

                  or to such other person or address designated by the Company
                  or Employee to receive notice.

         (G)      Headings.   The  section  and  subsection   headings  in  this
                  agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Agreement.

         (H)      Counterparts. This Agreement may be executed simultaneously in
                  two or more  counterparts,  each of which  shall be  deemed an
                  original,  but all of which together shall  constitute one and
                  the same instrument.

         (I)      Governing  Law.  This  Agreement was  negotiated  and is being
                  contracted  for in the  State  of  California,  and  shall  be
                  governed  by the  laws of the  State  of  California,  notwith
                  standing any conflict-of-law provision to the contrary.

         (J)      Binding  Effect.  This  Agreement  shall be  binding  upon the
                  parties hereto and inure to the benefit of the parties,  their
                  respective heirs, administrators,  executors,  successors, and
                  assigns.

         (K)      Entire Agreement. This Agreement contains the entire agreement
                  between the parties  hereto and  supersedes  any and all prior
                  agreements,   arrangements,   or  understandings  between  the
                  parties  relating to the subject matter of this Agreement.  No
                  oral understan  dings,  statements,  promises,  or inducements
                  contrary   to  the   terms  of  this   Agreement   exist.   No
                  representations, warranties, covenants, or conditions, express
                  or implied,  other than as set forth herein, have been made by
                  any party.

         (L)      Severability.  If any part of this  Agreement  is deemed to be
                  unenforceable  the balance of the  Agreement  shall  remain in
                  full force and effect.

                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                        10

<PAGE>



         (M)      Facsimile  Counterparts.  A  facsimile,   telecopy,  or  other
                  reproduction  of this Agreement may be executed by one or more
                  parties  hereto and such  executed  copy may be  delivered  by
                  facsimile  of similar  instantaneous  electronic  transmission
                  device pursuant to which the signature of or on behalf of such
                  party can be seen,  and such  execution and delivery  shall be
                  considered valid,  binding and effective for all purposes.  At
                  the request of any party hereto,  all parties agree to execute
                  an  original  of this  Agreement  as  well  as any  facsimile,
                  telecopy or other reproduction hereof.

         (N)      Termination  of  Any  Prior  Agreements.  Effective  the  date
                  hereof,  all prior rights of Employee  relating to the accrual
                  or payment of any form of  compensation or other benefits from
                  the  Company  based  upon  any  agreements   other  than  this
                  Agreement,  whether written or oral, entered into prior to the
                  date hereof, are hereby terminated.

          (O)  Consolidation or Merger. Subject to the provisions hereof, in the
               event of a sale of the stock, or substantially  all of the stock,
               of the Company, or consolidation or merger of the Company with or
               into another  corporation or entity, or the sale of substantially
               all  of  the   operating   assets  of  the   Company  to  another
               corporation,  entity or  individual,  the  Company may assign its
               rights and obligations  under this Agreement to its successor-in-
               interest and such  successor-in-interest  shall be deemed to have
               acquired  all rights and assumed all  obligations  of the Company
               hereunder;  provided,  however, that in no event shall the duties
               and services of Employee  provided for in Paragraph 2 hereof,  or
               the responsibilities, authority or powers commensurate therewith,
               change in any material respect as a result of such sale of stock,
               consolidation, merger or sale of assets.

         (P)      Time  is of the  Essence.  Time  is of  the  essence  of  this
                  Agreement and of each and every provision hereof.

           IN  WITNESS  WHEREOF,   the  parties  have  executed  this  Agreement
effective the date first written above.

                                        "Employee"

                                        /s/  Fred G. Luke
                                        ---------------------------------------
                                             Fred G. Luke

                                        "Company"
                                        THE TOEN GROUP INC.
                                        a Nevada corporation

                                        By:  /s/  The Toen Group Inc.
                                             ----------------------------------
                                                          [FLJ\AGR:TOENEMPL.AGR]

                                                        11