Filed by Automated Filing Services Inc. (604) 609-0244 - Playbox (US) Inc. - Exhibit 10.1






- 1 -

EXECUTIVE EMPLOYMENT AGREEMENT

PLAYBOX AND MALONEY

THIS AGREEMENT is made as of this 14th day of
December, 2007

	BETWEEN 
	               
                         
         PLAYBOX (US) INC., a company incorporated under
      the 
	               
                         
         laws of the State of Nevada having a business address at
      Suite 
	               
                         
         5.18, MLS Business Centre, 130 Shaftesbury Avenue, 
	               
                         
         London, England. W1D 5EU 
	               
                         
         (the "Company") 
	               
                         
                         
                         
                         
                         
                         
                         
                         
                         
       OF THE FIRST PART 
	AND: 
	               
                         
         HARRY C. MALONEY, having an address at The
      Manse, 
	               
                         
         34 High Street, Stoke Goldington, Buckinghamshire, 
	               
                         
         England. MK16 8NR 
	               
                         
         (the "Executive") 
	               
                         
                         
                         
                         
                         
                         
                         
                         
                   OF THE SECOND PART
    


WHEREAS:

A.      The Company is in the business
of commercialising an on-line, Internet based music software and hardware
application known as the PlayBOX (the “Business”);

B.      The Board of the Company (the
"Board") consider the Executive to be of significant value to the Company
and the Executive has acquired special skills and abilities and an extensive
background in, and knowledge of, the business and industry in which the Company
is engaged; and

C.      The Board recognises that it
is in the best interests of the Company that the Company retain the continuing
dedication of the Executive; and 

D.      The Company has agreed to
offer employment to the Executive upon the terms and conditions herein set
forth;

NOW THEREFORE in consideration of £1.00 paid by each
party to each of the others, receipt of which is acknowledged, in consideration
of the confidential and proprietary information provided to the Executive by the
Company, in consideration of the mutual covenants herein contained and for other
good and valuable consideration (the receipt and sufficiency of consideration is
hereby acknowledged by the Executive) the parties hereto agree as follows:





	1. 	EMPLOYMENT 


1.1.      Offer and Acceptance:
The Executive will become an employee for a term set out in Section 5.1 the
Company will continue to employ the Executive to be the “Director of
Business Strategy” of the Company, and to assist the Company as set out
herein, and the Executive hereby accepts such employment.

1.2.      Duties and
Responsibilities: The primary duties and responsibilities of the Executive
shall be as set out in Schedule “A” attached hereto (the “Services”). The
Executive’s normal place of work is Suite 5.18, MLS Business Centre, 130
Shaftesbury Avenue, London, England, W1D 5EU, or such other places in the UK
which the Board or Company may reasonably require for the proper performance of
his duties. The Executive further agrees to travel on the Company’s businesses
(both within the UK or abroad) at the Company’s expense as may be required for
the proper performance of his duties.

1.3.

1.4.      Full-Time Employment:
The Executive agrees to devote his best efforts, skills, judgement and abilities
to the performance of his employment duties and responsibilities as set out
herein and agrees to work on a full-time basis for the Company.

1.5.      Obey Board: The
Executive shall at all times obey and carry out all lawful orders given to him
by the Board of Directors of the Company.

1.6.      Company Policies: In
the course of providing the Services to the Company, the Executive agrees to
comply with the Company’s corporate policies including, without limitation, the
companies privacy policy, and code of conduct as determined by the Company from
time to time.

1.7.      Confidentiality
Agreement: The employment of the Executive with the Company is subject to
the Executive signing and agreeing to be bound to the terms and provisions of
the Confidentiality Agreement attached hereto as Schedule "B".

	2. 	REMUNERATION 


2.1.      Annual Salary: The
Company shall pay the Executive an annual salary of 50,000 GBP per year
(the "Salary"). The Salary shall be payable in equal monthly instalments,
payable in arrears, subject to the usual statutory source deductions, including
income tax and other deductions required by the applicable government
legislation. Payment of the Salary shall be made on the 28th day of each month,
provided that if such day is not a business day, the salary and any other
amounts payable to the Executive that are due on such date shall be paid to the
Executive on the immediately preceding business day. For greater certainty, due
to the management nature of the Employee’s engagement, the Employee shall not be
entitled to any overtime pay in addition to the Salary. Assuming that this
Agreement is still in effect, at the end of the first year of employment the
Company will increase the Executive’s Annual Salary to 60,000GBP.




2.2.      Bonus: The Company
will, within 120 days of the end of each fiscal year, make a payment to the
Executive of an annual performance bonus based upon the following criteria;
2.2.1    The Company achieving its proposed budget for the
relevant fiscal year.
2.2.2    The bonus will be 100% of the
Annual Salary.

2.3.      Should the Executive’s
employment cease proior to the end of a fiscal year, the bonus will be
calculated on a pro rata basis. the (the “Performance Bonus”).

2.4.      Benefits: The Company will
provide the Executive with a vehicle or the cash equivalent of 750GBP per
calendar month plus all costs associated with running the vehicle. Additionally,
the Company will provide the Executive with private health insurance cover; and
life insurance to a sum of £500,000; 

Stock Options: In addition to the above compensation,
and as additional consideration for the agreement of the Executive to the
covenants and agreements herein, the Company agrees to cause the grant to the
Executive of an option for the Executive to acquire up that number of Common
shares in the capital of the Company that is equal to five percent (2%) of the
number of issued Common shares in the capital of the Company outstanding at the
date of grant, at an exercise price of US$0.25 per Common share, such
options to be in accordance with the terms of the Company’s Stock Option Plan
and Option Certificate attached hereto as Schedule “D”

	3. 	REIMBURSEMENT OF EXPENSES AND BENEFITS TO
      EXECUTIVE 


3.1.      Reimbursement: The
Company will reimburse the Executive for all expenses incurred by the Executive
in the performance of this Agreement, provided that the Executive must provide
the Company with written expense accounts with respect to each of the
expenditures incurred by the Executive in the prior calendar month, and provided
that the Company will not reimburse the Executive for single expenses over
£5,000 or a monthly aggregate of expenses over £10,000.00, if the Executive does
not obtain the prior written approval of the Chairman of the Board of the
Company, or if the Chairman is the Executive, any other director of the
Company.

3.2.      Vacations: The
Executive shall be entitled initially to 25 days paid vacation during each
fiscal year of the Company adjusted pursuant to the Company policy based on
years employed by the Company, at such times as the Executive and the Company
may mutually agree. . In the case of unused vacation a maximum of 5 days
entitlement may be carried forward to the following year In addition, the
Executive shall be entitled to all statutory holidays. On termination of the
Executive’s employment the Executive shall be entitled to be paid in lieu of
accrued but undertaken holiday.

3.3.      Sick
Days: Should the Executive become ill during the term of employment the
Company will continue to make and he will continue to receive full pay and
contractual benefits under this Agreement while absent due to incapacity. The
maximum period during which such payments will be made by the Company will be
six months from the first day that the Executive became incapacitated.

	4. 	TITLE TO INTELLECTUAL PROPERTY
  


4.1.      Title to Property. As
a consequence of the Executive’s employment with the Company the 




Executive will have access to and may develop intellectual
property in the course of the Executive’s employment and, accordingly, the
Executive hereby assigns the following rights to the Company:

	 	(a) 	
      all discoveries, concepts, inventions or improvements,
      whether patentable or not, made, discovered, conceived, invented or
      improved by the Executive during the period commencing on the date hereof
      and ending on the date the Executive ceases for any reason to be an
      employee of the Company, and whether or not made, discovered, conceived,
      invented or improved by the Executive on the Company’s premises or with
      the other persons;

	 	 	 
	 	(b) 	
      any ideas, plans, concepts, copyrightable materials,
      trade dress, copyrights, trademarks, the equity concept of the Company,
      and any other intellectual property conceived or created by the Executive
      during the period commencing on the date hereof and ending on the date the
      Executive ceases for any reason to be an employee of the Company;
    and

	 	 	 
	 	(c) 	
      any process, formula, plan, skill, design, know-how,
      method of advertising, marketing, research, equipment, device or method of
      doing business, developed or being developed, made, used, sold or
      installed by or made known to the Executive during the period of the
      Executive’s employment hereunder or resulting from or suggested by any
      work which the Executive may do for the Company or its affiliates at the
      request of the Company or its affiliates and relating to any business
      carried on or proposed to be carried on by the Company or its
      affiliates,



(such rights are, collectively, the “Intellectual Property”)
and the Intellectual Property shall at all times belong to and be the property
of the Company.

4.2.      Disclose Intellectual
Property to the Company. The Executive covenants and agrees with the Company
that the Executive will fully and freely (and without expense to the Company)
communicate and disclose to the Company any and all Intellectual Property
developed by the Executive.

4.3.      Protect Intellectual
Property. The Executive acknowledges that the success, profitability, and
competitive position of the Company require that strict confidentiality be
maintained at all times with respect to all Intellectual Property, and that any
breach of the terms of this Agreement is capable of causing substantial damage
to the Company. Accordingly, the Executive covenants and agrees with the Company
that during the period in which the Executive provides services to the Company
and at all times thereafter to:

	 	(a) 	
      at the expense of the Company, at all times (both during
      the period of the Executive’s employment hereunder and at all times
      thereafter) assist the Company, its subsidiaries and affiliates or their
      nominees in every way to protect the Intellectual Property of the Company
      and its subsidiaries and affiliates under this Agreement and to vest in
      the Company or its affiliates, the entire right, title and interest,
      including, without limitation, the copyright, in and to any and all of the
      Intellectual Property;

	 	 	 
	 	(b) 	
      keep all Intellectual Property in the strictest
      confidence;








	 	(c) 	
      hold all Intellectual Property in trust for the
      Company;

	 	 	 	 
	 	(d) 	
      will notify the Company promptly in writing of any misuse
      or misappropriation of, or unauthorized access to, the Intellectual
      Property which may come to the Executive’s attention and will take all
      reasonable steps requested by the Company to prevent any such misuse,
      misappropriation or unauthorized access; and

	 	 	 	 
	 	(e) 	
      not to directly, indirectly or in any other
  manner:

	 	 	 	 
	 		(i) 	
      publish or in any way participate or assist in the
      publishing of any Intellectual Property;

	 	 	 	 
	 		(ii) 	
      use any Intellectual Property, except as may be required
      for and in the course of carrying out the terms of this Agreement;
    or

	 	 	 	 
	 		(iii) 	
      disclose or assist in the disclosure of any Intellectual
      Property to any person, firm or corporation.



4.4.      Waiver of Moral Rights.
The Executive agrees to and does hereby irrevocably and expressly waive in
favour of the Company, and agrees to hereafter irrevocably and expressly waive
in favour of the Company, any and all moral rights arising under all applicable
legislation, including but not limited to such legislation in force in the
United States and England (or any successor legislation of similar force and
effect) or similar legislation in other applicable jurisdictions or at common
law that the Executive has with respect to any of the Intellectual Property
created or prepared by the Executive, including without limitation, the right to
attribution of authorship, the right to restrain or claim damages for any
distortion, mutilation, modification or enhancement of any of the Intellectual
Property and the right to remain, use or reproduce any of the Intellectual
Property in any context and in connection with a product, service, cause or
institution, and the Executive agrees that the Company may use or alter the
Intellectual Property, or any part thereof, as the Company sees fit in its
absolute discretion.

4.5.      Return of Property.
The Executive acknowledges and agrees that the Executive shall return to the
Company any property, documents, software, manuals, reports, charts, equipment
or any other materials used in connection with the Executive’s employment
forthwith after termination of the engagement of the Executive.

4.6.      Exemptions. The
provisions of Section 4.3 shall not apply to any Intellectual Property
which:

	 	(a) 	
      is in the public domain, is publicly disclosed by the
      Company, or becomes public knowledge through no fault of the
    Executive;

	 	 	 
	 	(b) 	
      the Company provides prior written consent for the
      disclosure of, provided that the disclosure is made in compliance with any
      conditions imposed in connection with the permission of such disclosure;
      or

	 	 	 
	 	(c) 	
      the Executive had knowledge of prior to the date of their
      employment by the







Company and which was not previously
acquired from the Company or from any party having an obligation of confidence
to the Company.

4.7.      Fiduciary Duty. The
Executive acknowledges and agrees that as a result of the sensitive nature of
the Intellectual Property, the Executive holds the same in trust for the Company
and its principals and the Executive stands in a fiduciary relationship with the
Company. The Executive agrees to act accordingly.

4.8.      Remedies. The
Executive acknowledges that any breach of the terms of this Part 4 will cause
irreparable harm to the Company which cannot be calculated or fully or
adequately compensated by recovery of damages alone. Accordingly, the Executive
agrees that the Company shall be entitled to interim and permanent injunctive
relief, specific performance and other equitable remedies, and that resort to
such relief will not be considered a waiver of any other rights or remedies that
the Company may have for damages or otherwise.

4.9.      Further Agreements
Regarding Intellectual Property. The Executive also agrees to execute such
further documents not inconsistent with this Agreement and to do such further
acts and things which are not unlawful for the Executive to do for the purpose
of keeping protect the Intellectual Property and in order to preserve the
proprietary rights therein which the Company is entitled to protect.

4.10.     Duration and
Survival. Notwithstanding any other term of this Agreement, the terms of
this Part 4 shall be for a term and shall survive the termination of this
Agreement. Except with the prior consent of the Company, the obligations of the
Executive under such Part shall not be in any way diminished or otherwise
affected for any reason whatsoever including, without limiting the generality of
the foregoing, the breach by the Company of any term or condition of this
Agreement or the termination of this Agreement.

	5. 	TERM AND TERMINATION
  


5.1.      Term: Subject to the
other provisions in this Part 5, the Executive's employment by the Company will
commence as of the Commence Date and will continue in perpetuity thereafter,
subject to the terms of this Agreement.

5.2.      Termination by
Executive: The Executive may terminate his employment with the Company
pursuant to the terms of this Agreement:

	 	(a) 	
      at any time, upon the Executive providing the Company
      with two (2) months prior notice in writing; or

	 	 	 
	 	(b) 	
      upon a material breach or default of any of the terms of
      this Agreement by the Company if such material breach or default has not
      been remedied within 30 days after written notice of material breach or
      default has been delivered by the Executive to the
  Company.







5.3.      Termination by the
Company for Cause: Not withstanding the provision of clause 5.5 below, the
Company may immediately and without notice terminate the Executive's employment
under this Agreement immediately upon the occurrence of any of the following
events: the conviction of the Executive of a criminal offence under the laws of
the United Kingdom (other than an offence under any road traffic legislation, or
other in the United Kingdom or elsewhere for which a fine or non-custodial
penalty is imposed)..

(b)the Executive commits any serious or
repeated breach or non-observance of any of the provisions of this agreement or
refuses or neglects to comply with any reasonable and lawful directions of the
Board or is, in the reasonable opinion of the Board, negligent and incompetent
in the performance of his duties. 
(c) the Executive is guilty of and fraud
or dishonestly or acts in a manner which in the opinion of the Board brings or
is likely to bring the Executive or Company into disrepute or is materially
adverse to the interest of the Company. 
(d) the Executive dying or becoming
permanently disabled or disabled for a period exceeding 60 consecutive days or
60 days calculated on a cumulative basis over any 12-month period during the
term of this Agreement. Save that the Company shall not terminate the
Executive’s employment solely on such grounds where any entitlement to benefit
from sick pay would be forfeited. 
(e) becomes of unsound mind or a patient
under any statute relating to mental health.

(and any such event is called “Just Cause”).

Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Just Cause unless and until:

(f) the Executive and, if the Executive
wishes, the Executive’s counsel have had a reasonable opportunity to make
submissions to the Board in respect of the termination of the Executive’s
employment; and, subsequently,
(g) there has been delivered to the Executive
a certified copy of a resolution approved by a majority of the Board approving
such termination.

5.4.      Compensation due to the
Executive upon Termination with Just Cause: In the event of the termination
of the Executive's employment under this Agreement for Just Cause (as set out in
Section 5.3), the Company shall pay to the Executive within 10 days of
termination the full amount accrued pursuant to Clauses 2 and 3 of the Agreement
as of the Date of Termination, and the Company shall have no further severance
obligations and the Executive shall have no further entitlements from the
Company. 

5.5.      Termination by the
Company other than for Just Cause: The Company may terminate the Executive's
employment under this Agreementon two month’s notice.

5.6.      Compensation due to the
Executive upon Termination without Cause or for Good Reason: If, at any
time, the Executive’s employment is terminated by the Company other than for
Just Cause, or 




is terminated by the Executive for Good Reason (as defined in
Schedule “C”), then the Company will pay to the Executive or to the Executive’s
order a total amount of 20,000GBP and the Company will take such actions and pay
such other amounts as are set out in section 2 of Schedule “C”, provided that:


	 	(a) 	
      if the Executive is at any time by reason of illness or
      mental or physical disability or incapacity prevented from, or incapable
      of, performing the Executive’s duties hereunder, the Executive shall not
      be entitled to receive remuneration for that portion of the notice period
      during which such incapacity continues if the Executive is also entitled
      to receive any disability insurance provided;



For greater certainty, if the Executive terminates the
Executive’s employment other than for Good Reason then this section shall not
apply.

The Company may delay payment of any payments which may be
contemplated herein until the Executive has confirmed in writing that he has
complied with Section 4.5 (Return of Property) and that he is not otherwise in
breach of the terms of this Agreement.

	6. 	RESTRICTIVE COVENANT
  


6.1.      Non-competition. The
Executive agrees that during the term of the Employment Agreement , for any
reason, either by the Executive or by the Company, the Executive will not,
whether as a proprietor, partner, employee, associate, consultant, agent or
otherwise, engage, directly or indirectly, in a business which caries on a
business similar to the Business,. [

6.2.      Non-Solicitation of
Employees. The Executive agrees that during the term of the Employment
Agreement and for 6 Months after the Executive ceases to be engaged as an
employee of the Company, the Executive will not, without the consent of the
Company, which consent will not be unreasonably withheld, directly or indirectly
hire, engage or solicit the services of any person employed or engaged by the
Company, or any of its subsidiaries, or who was an employee of the Company, or
any subsidiaries of the Company, during the six (6) months preceding such date,
or assist any other person in doing same.

6.3.      Non-Solicitation of
Customers. The Executive agrees that during the term of the Employment
Agreement and for 6 months after the Executive ceases to be engaged as an
employee of the Company, the Executive will not directly or indirectly solicit
the business of any person who is a customer of the Company at the date the
Executive ceases to be employed by the Company, or who was a customer of the
Company during the six (6) months preceding such date. The Executive will also
not assist any other person in doing the same. 

6.4.      Injunctive Relief.
The parties hereto recognize that a breach by the Executive of any of the
covenants herein contained would result in damages to the Company which may not
be adequately compensable by way of monetary damages. In the event of such a
breach, then in addition to all other remedies available to the Company, the
Company will be entitled as a matter of right to apply to a court of competent
jurisdiction for such relief by way of restraining order, injunction, decree or
otherwise, as may be appropriate to ensure compliance with the provisions of
this Agreement.




6.5.      Reasonableness. The
parties agree that all restrictions in this Part 6 are necessary and fundamental
to the protection of the business of the Company and that all restrictions are
reasonable and valid because of the nature of the work and value of the
information and training the Executive will receive in the course of the
Executive’s employment. The Executive hereby waives all defences to the strict
enforcement by the Executive of such restrictions.

6.6.      Duration and
Survival. Notwithstanding any other term of this Agreement, the terms of
this Part 6 shall survive the termination of this Agreement as set out herein.
Except with the prior consent of the Company, the obligations of the Executive
under such Part shall not be in any way diminished or otherwise affected for any
reason whatsoever including, without limiting the generality of the foregoing,
the breach by the Company of any term or condition of this Agreement or the
termination of this Agreement.

	7. 	GENERAL PROVISIONS



7.1.      Independent Legal
Advice: The Executive hereby confirms that he has been advised to seek
independent legal advice prior to signing this Agreement.

7.2.      Right to Use Executive's
Name and Likeness: During the term of this Agreement, the Executive hereby
grants to the Company and its affiliates the right to use the Executive's name,
likeness and/or biography in connection with the services performed by the
Executive under this Agreement in connection with the advertising or explanation
of any project with respect to which the Executive performs services. 

7.3.      E-mail and Internet.
The Executive may in the course of the Executive’s employment be given
internet access and an email address. This is intended to be for business
purposes only. The Executive will have no right or expectation of privacy in
respect of any e-mail which the Executive sends or receives, whether or not the
Executive intends it to be of a private nature.

7.4.      Personal Information:
The Executive hereby authorizes the Company to collect such personal information
about the Executive as the Company may reasonably deem necessary to carry on and
conduct its business. The Executive authorizes the Company to provide such
information to the Company’s subsidiaries, affiliates, human resource
departments, and other persons reasonably required to know such information,
provided that the Company will not disclose such information to persons who have
no business relationship with the Company.

7.5.      Notice: Any notice
required to be given under this Agreement will be in writing and may be sent by
telegram, telex or facsimile transmission and may be delivered personally or
sent by prepaid registered post addressed to the parties at the above mentioned
addresses or at such other address of which notice may be given by such party.
Any notice will be deemed to have been received on the date of delivery, if
personally delivered, and if mailed as aforesaid then on the third business day
following the day of mailing.

7.6.      Severability: If any
provision of this Agreement, or any schedule attached hereto, for any reason is
declared invalid, such declaration shall not effect the validity of any
remaining portion of the Agreement or schedule, which remaining portion shall
remain in full force and effect as if this Agreement had been executed with the
individual portion thereof eliminated, and it is hereby 




declared the intention of the parties that they would have
executed the remaining portions of this Agreement without including therein any
such part, parts or portion which may, for any reason be hereafter declared
invalid.

7.7.      Time: Time is hereby
expressly made of the essence with respect to the performance by the parties of
their respective obligations under this Agreement.

7.8.      Waiver: No consent or
waiver, express or implied, by any party to this Agreement of any breach or
default by any other party in the performance of its obligations under this
Agreement or of any of the terms, covenants or conditions of this Agreement
shall be deemed or construed to be a consent or waiver of any subsequent or
continuing breach or default in such parties performance or in the terms,
covenants and conditions of this Agreement. The failure of any party to this
Agreement to assert any claim in a timely fashion for any of its rights or
remedies under this Agreement shall not be construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such parties’ rights
to assert such claim at any time hereafter.

7.9.      Currency: All
references to dollars in this Agreement refer to US dollars, unless specifically
stated otherwise.

7.10.    Headings. The headings
appearing in this Agreement have been inserted for reference and as a matter of
convenience only and in no way define, limit, alter or enlarge the scope or
meaning of this Agreement or any provision hereof.

7.11.    Entire Agreement: This Agreement
constitutes the entire agreement between the parties hereto and there are no
representations or warranties, express or implied, statutory or otherwise other
than as set forth in this Agreement and there are no agreements collateral
hereto, whether written or oral, other than as are expressly set forth or
referred to herein. This Agreement cannot be amended or supplemented except by a
written agreement executed by all parties hereto.

7.12.    Counterparts: This Agreement may
be executed in as many counterparts and by facsimile transmission as may be
necessary and each of which so signed shall be deemed to be an original and such
counterparts and facsimile transmissions together shall constitute one and the
same instrument and notwithstanding the date of execution shall be deemed to
bear the date set forth above.

IN WITNESS WHEREOF the parties have executed this
Agreement as of the day and year first above written.

PLAYBOX (US) INC.

	Per: 	/s/ Robert Burden 	 
	  	Authorized Signatory 	 







	/s/ B.
      Khiroya 	) 	/s/ Harry C. Maloney 
	Witness 	) 	 
    
	  	) 	HARRY C. MALONEY 
	B. Khiroya 	) 	  
	Name of Witness 	) 	  






SCHEDULE “A”

Duties and Responsibilities of Executive

	1. 	
      Introducing potential acquisitions to the Company;
      following process of due diligence to acquisition

	 	 
	2. 	
      Development of sales and marketing strategy for UK
      business

	 	 
	3. 	
      Liaison with IR team to ensure proper communication to
      the market

	 	 
	4. 	
      Identifying and appointing the senior management
    team,

	 	 
	5. 	
      Reporting to the Board and Shareholders of the
    Company

	 	 
	6. 	
      Co-ordinating with other professionals involved in the
      businesses.

	 	 
	7. 	
      Consolidating businesses



SCHEDULE “B”




CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made as of 14th December
2007.

BETWEEN:

PLAYBOX (US) INC., a
company incorporated under the 
laws of the State of Nevada having a business
address at Suite 
5.18, MLS Business Centre, 130 Shaftesbury Avenue,

London, England. W1D 5EU

(the "Company")

OF THE FIRST PART

AND:

HARRY C. MALONEY,
businessperson, having an address at 
The Manse, 34 High Street, Stoke
Goldington, 
Buckinghamshire, England. MK16 8NR

(the "Employee")

OF THE SECOND PART

WHEREAS:

A.      The Employee has entered into
a contract (the “Employment Agreement”) to perform services for the Company;

B.      As a result of the Employment
Agreement, the Employee has had access to Confidential Information concerning
the business and affairs of the Company; and

C.      The Company has requested that
the Employee execute a Confidentiality Agreement with respect to the
Confidential Information to which the Employee has access;

NOW THEREFORE in consideration of the Company entering
into the Employment Agreement and in consideration of the mutual covenants and
premises expressed herein, and other good and valuable consideration (the
receipt and sufficiency of consideration is hereby acknowledged by the
Employee), the Employee agrees as follows:

1.      Confidential
Information. In this Agreement "Confidential Information" means all
information of a confidential nature including client lists, client information,
marketing and sales information, information about the Company (in this
Agreement “Company” includes any subsidiary of the Company), the business,
operations, business structure, finances, members, products, supplies,
customers, or affiliates of the Company, and all data, trade secrets, knowledge,
information, 




technology, designs, systems, techniques, methods, processes,
know how, business projections, and intellectual property, whether or not
reduced to writing, in any way concerning or relating to the business of the
Company (including but not limited to the Systems), which in any way and at any
time or times has been or may be communicated to, acquired by, or learned of by
the Employee in the course of or as a direct or indirect result of the
Employee's access to information by virtue of providing services to the
Company.

Confidential Information does not include information that is
in the public domain, is publicly disclosed by the Company, or becomes public
knowledge through no fault of the Employee.

2.      Confidentiality Maintained.
The Employee acknowledges that the success, profitability, and competitive
position of the Company require that strict confidentiality be maintained at all
times with respect to all Confidential Information, and that any knowing breach
of such confidentiality is capable of causing substantial damage to the Company.
Accordingly, the Employee covenants and agrees with the Company that during the
period in which the Employee provides services to the Company and at all times
thereafter to:

	(a) 	
      keep all Confidential Information in the strictest
      confidence;

	 	 	 
	(b) 	
      hold all Confidential Information in trust for the
      Company;

	 	 	 
	(c) 	
      will notify the Company promptly in writing of any misuse
      or misappropriation of, or unauthorized access to, the Confidential
      Information which may come to the Employee’s attention and will take all
      reasonable steps requested by the Company to prevent any such misuse,
      misappropriation or unauthorized access;

	 	 	 
	(d) 	
      adhere to the Company's confidentiality policy, as set
      out in Appendix "A" to this Agreement, as amended from time to time;
      and

	 	 	 
	(e) 	
      not to directly, indirectly or in any other
  manner:

	 	 	 
		(i) 	
      publish or in any way participate or assist in the
      publishing of any Confidential Information;

	 	 	 
		(ii) 	
      use any Confidential Information, except as may be
      required for and in the course of carrying out the terms of the Employment
      Agreement; or

	 	 	 
		(iii) 	
      disclose or assist in the disclosure of any Confidential
      Information to any person, firm or corporation.



3.      Exemptions from
Confidentiality. The provisions of section 2 shall not apply to any
Confidential Information which:

	(a) 	
      the Company provides prior written consent for the
      disclosure of, provided that the disclosure is made in compliance with any
      conditions imposed in connection with the permission of such disclosure;
      or








	(b) 	
      the Employee had knowledge of prior to the date of their
      employment by the Company and which was not previously acquired from the
      Company or from any party having an obligation of confidence to the
      Company.



4.      Return of the Confidential
Information. All Confidential Information and all memoranda, notes, lists,
records and other documents (and all copies thereof), including, without
limitation, all such items stored in computer memories, microfiche, on discs or
on tapes or by any other means, made or compiled by or on behalf of the Employee
or made available to the Employee concerning the business or affairs of the
Company are and shall be the property of the Company and shall be delivered to
the Company by the Employee promptly upon the termination of the Employment
Agreement or at any other time on the request of the Company.

5.      Fiduciary Duty. The
Employee acknowledges and agrees that as a result of the sensitive nature of the
Confidential Information, the Employee holds the same in trust for the Company
and its principals and the Employee stands in a fiduciary relationship with the
Company. The Employee agrees to act accordingly.

6.      Remedies. The Employee
acknowledges that any breach of this Confidentiality Agreement will cause
irreparable harm to the Company which cannot be calculated or fully or
adequately compensated by recovery of damages alone. Accordingly, the Employee
agrees that the Company shall be entitled to interim and permanent injunctive
relief, specific performance and other equitable remedies, and that resort to
such relief will not be considered a waiver of any other rights or remedies that
the Company may have for damages or otherwise.

7.      Waiver. No waiver by
the Company of any of the Employee's obligations herein shall be effective
unless expressed in writing and no such waiver shall apply beyond the specific
facts in respect of which the waiver was given.

8.      Duration. This
Agreement shall be for an indefinite term. Except with the prior consent of the
Company, the obligations of the Employee hereunder shall not be in any way
diminished or otherwise affected for any reason whatsoever, including without
limiting the generality of the foregoing the breach by the Company of any term
or condition of the Employment Agreement with the Company or the termination of
such agreement.

9.      Severability. If any
provision of this Confidentiality Agreement is held to be unenforceable, the
remaining provisions of this Confidentiality Agreement shall be deemed to be
valid and enforceable.

10.      Further Agreements.
The Employee also agrees to execute such further documents not inconsistent with
this Agreement and to do such further acts and things which are not unlawful for
the Employee to do for the purpose of keeping all the Confidential Information
confidential and in order to preserve the proprietary rights therein which the
Company is entitled to protect.

11.      Headings. The headings
appearing in this Confidentiality Agreement have been inserted for reference and
as a matter of convenience only and in no way define, limit, alter or enlarge
the scope 




or meaning of this Confidentiality Agreement or any provision
hereof.

12.      Counterpart Execution.
This Agreement may be executed in counterparts which together will form one in
the same instrument.

13.      Enurement. This
Confidentiality Agreement shall enure to the benefit of and be binding upon the
parties hereto and each of their respective successors and assigns.

IN WITNESS WHEREOF the parties have executed this
Agreement as of the day and year first above written.

PLAYBOX (US) INC.

	Per: 	/s/ Robert Burden 	 
	  	Authorized Signatory 	 



	/s/ B.
      Khiroya 	) 	Harry C. Maloney 
	Witness 	) 	 
    
	  	) 	HARRY C MALONEY 
	B. Khiroya 	) 	  
	Name of Witness 	) 	  






APPENDIX “A”

CONFIDENTIAL INFORMATION POLICY & GUIDELINES

Use and Protection of Company Property

The Company property is to be used for conducting the Company’s
businesses and it is not to be used for other purposes without approval. The
Company property includes (but is not limited to) premises, equipment, systems,
Company information, computer programs, inventory, parts and supplies (the
“Property”).

Because such property exists to further the Company’s
businesses, usage may be monitored.

In stating this limitation on the use of Company property, it
is recognized that common sense and good judgment must prevail. For example, it
is not intended that employees should be denied the personal use of a telephone
where this does not detract from their performance or result in additional costs
to the Company. At all times, employees are expected to act responsibly and,
when in doubt about using the Company’s property, should secure clarification
from the party to whom they report.

The employees must protect Company property entrusted to them
and immediately return all Company property no longer required in the
performance of their duties. Employees are expected to report situations where
Company property is misused or abused.

As well as tangible items like buildings, fixtures and
equipment, Company property also includes such intangible items as the details
of Company computer systems and programs, and any other system in use by the
Company, whether these systems or programs are in printed, electronics form or
other form, as well as inventory, parts and supplies.

Use of Company Software by Employees

In most cases, the Company purchases a license to use personal
computer software subject to certain conditions. The most common condition is
that the Company and the employees will not reproduce any of the software or its
related documentation.

Unauthorized copying of computer software is illegal. It puts
the Company in breach of its contractual obligations and opens it to being sued
in the courts. It places the individuals doing the copying in a position where
they could have criminal charges laid against them.

Employees shall only use computer software in accordance with
the licensing agreement authorizing its use.

Handling of Company Funds, Reports and Records

The employees responsible for handling Company funds, reports
and records must know and follow procedures for their protection and
handling.




Use of Company Information

All data/information held by the Company, in whatever form, is
the property of the Company. The employees with access to this information must
not use it for personal benefit or in any way that could be detrimental to the
Company.

Confidentiality of Information

The employees shall respect the privacy of others and must
safeguard against improper access to information which is contained in records
of the Company and its subsidiaries, employees, policyholders, brokers,
claimants or members of the public, whether it is written, electronic or other
form. The employees may disclose it only to persons having a lawful right to
such information.

Therefore:

	_ 	
      The employees may access Company and its subsidiary
      information only as required to perform their legitimate business duties.
      

	  	
       

	_ 	
      The employees are responsible for maintaining the
      confidentiality of all Company and its subsidiary information and will not
      disclose it to anyone inside or outside the Company except as required by
      their legitimate business duties. (The Freedom of Information and
      Protection of Privacy Act, (the “Act”)) gives individuals a
      right of access to records subject to certain conditions. The Company has
      procedures in place for handling requests for information under the Act.
      Any questions regarding privacy or the release of information not covered
      by these procedures should be referred to the President of the Company.
      

	  	
       

	_ 	
      Employees must safeguard all information to which they
      have access against inappropriate and unauthorized access by others.
      Employees are responsible for all access made by using their individual
      terminals and/or any access made through unattended signed on terminals.
      The related password is the employee’s responsibility and must never be
      given out to others. All passwords assigned to the employees must be
      safeguarded. 

	  	
       

	_ 	
      Employees must safeguard all issued security access cards
      and immediately report any misplaced, lost or stolen cards. 

	  	
       

	_ 	
      Employees must report incidents of misuse or abuse of
      Company information. 







SCHEDULE “C”

ADDITIONAL PROVISIONS RELATING TO TERMINATION

	1. 	
      Definitions: In the Agreement and this
      Schedule:

	 	 	 	 
		(a) 	
      “Board” means the board of directors of the
      Company.

	 	 	 	 
		(b) 	
      “Change of Control” means the occurrence of any
      one of the following events:

	 	 	 	 
			(i) 	
      the acquisition or continuing ownership by any person or
      persons acting jointly or in concert directly or indirectly, of Common
      Shares or of Convertible Securities, which, when added to all other
      securities of the Company at the time held by such person or persons, or
      persons associated or affiliated with such person or persons within the
      meaning of the Company Act (collectively, the “Acquirors”), and assuming
      the conversion, exchange or exercise of Convertible Securities
      beneficially owned by the Acquirors, results in the Acquirors beneficially
      owning shares that would, notwithstanding any agreement to the contrary,
      entitle the holders thereof for the first time to cast more than 30% of
      the votes attaching to all shares in the capital of the Company that may
      be cast to elect directors;

	 	 	 	 
			(ii) 	
      the exercise of the voting power of all or any shares of
      the Company over any period of two consecutive years from the date of this
      Agreement so as to cause or result in the election of a majority of
      directors of the Company who were not Incumbent Directors;

	 	 	 	 
			(iii) 	
      the sale, lease, exchange or other disposition of all or
      substantially all of the Company’s assets;

	 	 	 	 
			(iv) 	
      an amalgamation, merger, arrangement or other business
      combination (a “Business Combination”) involving the Company that results
      in the securityholders of the parties to the Business Combination other
      than the Company owning, directly or indirectly, shares of the continuing
      entity that entitle the holders thereof to cast more than 50% of the votes
      attaching to all shares in the capital of the continuing entity that may
      be cast to elect directors; or

	 	 	 	 
			(v) 	
      the Board, by resolution, determines that a Change of
      Control of the Company has occurred.

	 	 	 	 
		(c) 	
      “Convertible Securities” means securities
      convertible into, exchangeable for or representing the right to acquire
      Common Shares.

	 	 	 	 
		(d) 	
      “Date of Termination” means the date of
      termination of the Executive’s employment with the Company, whether by the
      Executive or by the Company.








	 	(e) 	
      “Good Reason” includes, without limitation, the
      occurrence, without the Executive’s written consent (except in connection
      with the termination of the Executive’s employment for Just Cause) of any
      one or more of:

	 	 	 	 
	 		(i) 	
      a material adverse change in the Executive’s position,
      duties, responsibilities (including, without limitation, to whom the
      Executive reports and who reports to the Executive), title or office,
      which includes any removal of the Executive from or any failure to
      re-elect or re-appoint the Executive to any such positions or
    offices;

	 	 	 	 
	 		(ii) 	
      a material adverse reduction by the Company of the
      Executive’s salary, benefits or any other form of remuneration or any
      material adverse change in the basis on which the Executive’s salary,
      benefits or any other form of remuneration payable by the Company is
      determined;

	 	 	 	 
	 		(iii) 	
      any failure by the Company to continue to effect any
      benefit, bonus, profit sharing, incentive, remuneration, compensation,
      stock ownership, pension or retirement plan in which the Executive is
      participating or are entitled to participate immediately before the Change
      of Control, where such failure has the effect of constituting a material
      adverse change to the Executive’s terms of employment, or the Company
      taking any action or failing to take any action that would adversely
      affect the Executive’s participation in or reduce the Executive’s rights
      or benefits under any such plan where such failure has the effect of
      constituting a material adverse change to the Executive’s terms of
      employment;

	 	 	 	 
	 		(iv) 	
      any failure by the Company to provide the Executive with
      the number of paid vacation days per year to which the Executive was
      entitled immediately before the Change of Control;

	 	 	 	 
	 		(v) 	
      the Company taking any action to deprive the Executive of
      any material employment benefit not mentioned above and enjoyed by the
      Executive immediately before the Change of Control where such action has
      the effect of constituting a material adverse change to the Executive’s
      terms of employment, or the Company failing to increase or improve such
      material benefit on a basis consistent with practices in effect
      immediately before the Change of Control or with practices implemented
      after the Change of Control with respect to the executives of the Company,
      whichever is more favourable to the Executive;

	 	 	 	 
	 		(vi) 	
      any material breach by the Company of any provision of
      this Agreement where such breach has the effect of constituting a material
      adverse change to the Executive’s terms of employment;

	 	 	 	 
	 		(vii) 	
      the failure by the Company to obtain, in a form
      reasonably satisfactory to the Executive, an effective assumption of its
      obligations hereunder by any successor to the Company, including a
      successor to a material portion of its








	 		
      business; or

	 	 	 	 
	 		(viii) 	
      the Company requiring the Executive to relocate at the
      time of a Change in Control of the Company, except for required travel on
      the Company’s business substantially consistent with the Executive’s
      present business travel obligations;

	 	 	 	 
	 	(f) 	
      “Incumbent Director” means any member of the Board
      who was a member of the Board on the date of execution of the Agreement
      and any successor to an Incumbent Director who was recommended or elected
      or appointed to succeed any Incumbent Director by the affirmative vote of
      the directors of the Company when that affirmative vote includes the
      affirmative vote of a majority of the Incumbent Directors then on the
      Board;



2.      Additional Amounts
Payable: If, at any time the Executive’s employment is terminated by the
Company other than for Just Cause, or is terminated by the Executive for Good
Reason, in addition to any amounts otherwise payable to the Executive under the
Agreement:

	 	(a) 	
      if the Executive holds any options, rights, warrants or
      other entitlements (collectively, the “Securities”) issued by the Company
      or any affiliate thereof for the purchase or acquisition of shares in the
      capital of the Company or any affiliate thereof, regardless of whether the
      Securities may then be exercised, all such Securities will be deemed to be
      granted to the Executive and available for immediate exercise;

	 	 	 
	 	(b) 	
      the Company will not seek in any way to amend the terms
      of any loans from the Company to the Executive;

	 	 	 
	 	(c) 	
      if, at the Date of Termination, the Executive held any
      memberships in any clubs, social or athletic organizations paid for by the
      Company that were for the Executive’s regular use, the Company will not
      take any action to terminate such memberships but need not renew any such
      membership that expires or make any payment in respect of the period after
      the Date of Termination;

	 	 	 
	 	(d) 	
      the Company will pay to the Executive all outstanding and
      accrued regular and special vacation pay to the Date of
  Termination;

	 	 	 
	 	(e) 	
      the Company shall also pay to the Executive on such basis
      and at such time(s) as the Executive and the Company mutually agree upon,
      both acting reasonably, all legal fees and expenses reasonably incurred by
      the Executive as a result of such termination (including fees and expenses
      incurred in contesting or disputing any such termination or in seeking to
      obtain or enforce any right or benefit provided by this Agreement);
    and

	 	 	 
	 	(f) 	
      the Executive shall not be required to mitigate the
      amount of any payment provided for in this Agreement by seeking other
      employment or otherwise, nor shall the amount of any payment or benefit
      provided for in this Agreement be reduced by any compensation earned by
      the Executive as the result of employment by another employer or by
      retirement benefits after the Date of Termination, or
  otherwise.







SCHEDULE “D”

STOCK OPTION AGREEMENT

To follow