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                              EMPLOYMENT AGREEMENT


     THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the
10th day of May, 2000, by and between ENTERTAINMENT BOULEVARD, INC. ("Company"),
a Nevada corporation, and PAUL C. MATTOON ("Employee"), with reference to the
following facts:

     WHEREAS, Company wishes to continue to employ Employee as a full-time
employee of Company, and Employee wishes to continue to accept such employment,
upon the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the terms and conditions and the mutual
agreements and covenants set forth herein, the parties hereto agree as follows:

1.   SCOPE OF EMPLOYMENT.

1.1  CAPACITY. Company hereby agrees to employ Employee, and Employee hereby
accepts such employment, as Chief Financial Officer of Company during the term
of this Agreement. Employee shall report to the Board of Directors of Company
and perform the services and duties customarily incident to such position.

1.2  DEVOTION OF SERVICES. Employee shall be a full-time employee of Company
during the term of this Agreement. Employee shall not participate in any
activities which may interfere with the duties hereunder and/or which are
competitive with Company's activities (except as the passive owner of less than
2% of the issued and outstanding capital stock of a publicly traded
corporation). Employee shall perform and discharge well and faithfully those
duties assigned by Company.

2.   TERM. Subject to Section 6 hereof, the term of this Agreement shall
commence as of the date first above written, and shall continue and remain in
full force and effect until either party terminates this Agreement for any
reason whatsoever, with or without cause, by giving the other party at least
thirty (30) days written notice. The parties hereto understand and agree that
the employment relationship provided for herein is on an "at will" basis, which
means that either Company or Employee may elect to terminate this Agreement and
the employment relationship at any time for any reason whatsoever, with or
without cause. Employee acknowledges that no representation has been made by
Company as to any minimum or specified term or length of employment following
the term set forth above.

3.   COMPENSATION.

3.1  SALARY. In consideration of the services to be rendered by Employee
hereunder, during the term of this Agreement Company shall pay to Employee the
following:

(a)  A salary in the amount of $12,500 per month. The Board of Directors may, at
its sole and absolute discretion, increase Employee's salary.


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(b)  All payments to Employee shall be subject to the regular withholding
requirements of all appropriate governmental taxing authorities.

3.2  OTHER BENEFITS. Employee shall be entitled to participate in any medical,
dental, vision, disability or other insurance plans and other benefit plans such
as any 401-K or cafeteria plan which Company is presently providing or may
provide to its senior executives generally. Employee acknowledges that the terms
of such plans may change from time to time. Employee shall be entitled to sick
leave benefits comparable to those provided to its other senior executives
generally.

3.3  EXPENSES. Company will advance to or reimburse Employee for all reasonable
travel and entertainment required by Company and other reasonable expenses
incurred by Employee in connection with the performance of his services under
this Agreement in accordance with Company policy as established from time to
time. In addition, Employee shall receive an automobile lease allowance of
$500.00 per month.

3.4  WARRANTS. Concurrently with the execution and delivery of this Agreement by
the parties, Company agrees to execute and deliver to Employee a
non-transferable warrant to purchase up to 300,000 shares of the common stock of
Company at a purchase price of $1.38 per share (in each case subject to certain
adjustments provided for therein).

4.   INVENTIONS.

4.1  RIGHT TO INVENTIONS. Employee agrees that any discoveries, inventions or
improvements of whatever nature (collectively "Inventions") made or conceived by
Employee, solely or jointly with others, during the term of his employment with
Company, that relate, at the time of conception of or reduction to practice, to
the business of Company or Company's actual or demonstrably anticipated research
or development; or that result from any work performed by Employee for Company,
shall belong to Company. Employee also agrees that Company shall have the right
to keep any such Inventions as trade secrets, if Company so chooses.

4.2  ASSIGNMENT OF INVENTIONS AND PATENTS. In furtherance of, and not in
contravention, limitation and/or in place of, the provisions of Section 4.1
above, Company hereby notifies Employee of California Labor Code Section 2870,
which provides:

            "Any provision in an employment agreement which provides that
   an employee shall assign or offer to assign any of his or her rights in
   an invention to his or her employer shall not apply to an invention for
   which no equipment, supplies, facility, or trade secret information of
   the employer was used and which was developed entirely on the
   employee's own time, and (a) which does not relate (1) directly or
   indirectly to the business of the employer or (2) to the employer's
   actual or demonstrably anticipated research or development, or (b)
   which does not result from any work performed by the employee for the
   employer. Any provision which purports to apply to such an invention is
   to that extent against the public policy of this state and is to that
   extent void and unenforceable."


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     Employee acknowledges that he has been notified by the Company of this law,
and understands that this Agreement does not apply to Inventions which are
otherwise fully protected under the provisions of said Labor Code Section 2870.
Therefore, Employee agrees to promptly disclose in writing to the Company all
Inventions, whether Employee personally considers them patentable or not, which
Employee alone, or with others, conceives or makes during his employment with
Company or as is otherwise required and set forth under Section 4.1 above.
Company shall hold said information in strict confidence to determine the
applicability of California Labor Code Section 2870 to said Invention and, to
the extent said Section 2870 does not apply, Employee hereby assigns and agrees
to assign all his right, title and interest in and to those Inventions which
relate to business of the Company and Employee agrees not to disclose any of
these Inventions to others without the prior written express consent of Company.
Employee agrees to notify Company in writing prior to making any disclosure or
performing any work during the term of his employment with Company which may
conflict with any proprietary rights or technical know-how claimed by Employee
as his property. In the event Employee fails to give Company notice of such
conflict, Employee agrees that Employee shall have no further right or claim
with respect to any such conflicting proprietary rights or technical know-how.

5.   CONFIDENTIALITY.

5.1  RESTRICTIONS ON USE OF TRADE SECRETS AND RECORDS. During the term of his
employment, Employee will have access to and become acquainted with various
trade secrets of Company, consisting of formulas, patterns, devices, secret
Inventions, processes, compilations of information, records and specifications
(collectively "Trade Secrets"), all of which are owned by Company and used in
the operation of Company's business. Additionally, Employee will have access to
and may become acquainted with various files, records, customer lists,
documents, drawings, specifications, equipment and similar items relating to the
business of Company (collectively "Confidential Information"). All such Trade
Secrets and Confidential Information, whether they are designed, conceived or
prepared by Employee or come into Employee's possession or knowledge in any
other way, are and shall remain the exclusive property of Company and shall not
be removed from the premises of Company under any circumstances whatsoever
without the prior written consent of Company. Employee promises and agrees that
he will not use for himself or for others, or divulge or disclose to any other
person or entity except in the course of his employment, directly or indirectly,
either during the term of his employment by Company or at any time thereafter,
for his own benefit or for the benefit of any other person or entity or for any
reason whatsoever, any of the Trade Secrets or Confidential Information
described herein, which he may conceive, develop, obtain or learn about during
or as a result of his employment by Company unless specifically authorized to do
so in writing by Company.

5.2  NON-INTERFERENCE. Employee recognizes that Company has invested substantial
effort in assembling its present employees and in developing its customer base.
As a result, and particularly because of Company's many types of confidential
business information, Employee understands that any solicitation of a customer
or employee of Company, in an effort to get them to change business affiliations
might presumably involve a misuse of Company's confidences, Trade Secrets and
Confidential Information. Employee therefore agrees that, for a period of one
(1) year from date of termination of Employee's employment with Company for any
reason whatsoever, Employee will not influence, or attempt to


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influence, existing employees or customers of Company in an attempt to divert,
either directly or indirectly, their services or business from Company.

6.   EMPLOYEE'S REPRESENTATIONS. As an inducement for Company to execute this
Agreement, Employee represents and warrants to Company that the negotiation,
execution and delivery of this Agreement by Employee together with the
performance of his obligations hereunder does not breach or give rise to a
breach under any employment, confidentiality, non-disclosure, non-competition or
any other agreement, written or oral, to which Employee is a party.

7.   EQUITABLE REMEDIES.

7.1  INJUNCTIVE RELIEF. Employee acknowledges and agrees that the covenants set
forth in Sections 4 and 5 hereof are reasonable and necessary for protection of
Company's business interests, that irreparable injury will result to Company if
Employee breaches any of the terms of said covenants and that, in the event of
Employee's actual or threatened breach of said covenants, Company will have no
adequate remedy at law. Employee accordingly agrees that in the event of actual
or threatened breach of any of such covenants, Company shall be entitled to
immediate injunctive and other equitable relief, without bond and without the
necessity of showing actual monetary damages. Nothing contained herein shall be
construed as prohibiting Company from pursuing any other remedies available to
it for such breach or threatened breach, including the recovering of any damages
which it is able to prove. Each of the covenants in Sections 4 and 5 hereof
shall be construed as independent of any other covenants or provisions of this
Agreement. In the event of any judicial determination that any of the covenants
set forth in Sections 4 and 5 hereof or any other provisions of the Agreement
are not fully enforceable, it is the intention and desire of the parties that
the court treat said covenants as having been modified to the extent deemed
necessary by the court to render them reasonable and enforceable and that the
court enforce them to such extent.

7.2  SPECIFIC ENFORCEMENT. Employee agrees and acknowledges that he is obligated
under this Agreement to render services of a special, unique, unusual,
extraordinary and intellectual character, thereby giving this Agreement peculiar
value, so that the loss thereof could not be reasonable or adequately
compensated in damages in an action at law. Therefore, in addition to other
remedies provided by law, Company shall have the right, during the term of this
Agreement, to obtain specific performance hereof by Employee.

8.   GENERAL.

8.1  ENTIRE AGREEMENT. This Agreement contains the entire understanding between
the parties hereto and supersedes all other oral and written agreements or
understandings between them.

8.2  AMENDMENT. This Agreement may not be modified, amended, altered or
supplemented except by written agreement between Employee and Company.

8.3  COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


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8.4  JURISDICTION. Each party hereby consents to the exclusive jurisdiction of
the state and federal courts sitting in Los Angeles County, California, in any
action on a claim arising out of, under or in connection with this Agreement or
the transactions contemplated by this Agreement. Each party further agrees that
personal jurisdiction over him may be effected by service of process by
registered or certified mail addressed as provided in Section 9.9 hereof, and
that when so made shall be as if served upon him personally within the State of
California.

8.5  EXPENSES. In the event an action at law or in equity is required to enforce
or interpret the terms and conditions of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and costs in addition to any
other relief to which that party may be entitled.

8.6  INTERPRETATION. The headings herein are inserted only as a matter of
convenience and reference, and in no way define, limit or describe the scope of
this Agreement or the intent of any provisions thereof. No provision of this
document is to be interpreted for or against any party because that party or
party's legal representative drafted it.

8.7  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and inure to
the benefit of, the parties hereto and their heirs, successors, assigns and
personal representatives. As used herein, the successors of Company shall
include, but not be limited to, any successor by way of merger, consolidation,
sale of all or substantially all of its assets or similar reorganization. In no
event may Employee assign any rights or duties under this Agreement.

8.8  CONTROLLING LAW; SEVERABILITY. The validity and construction of this
Agreement or of any of its provisions shall be determined under the laws of the
State of California. Should any provision of this Agreement be invalid either
due to the duration thereof or the scope of the prohibited activity, such
provision shall be limited by the court to the extent necessary to make it
enforceable and, if invalid for any other reason, such invalidity or
unenforceability shall not affect or limit the validity and enforceability of
the other provisions hereof.

8.9  NOTICES. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and if personally received by the party to
whom it is sent or delivered, or if sent by registered or certified mail,
postage prepaid, to Employee's residence in the case of notice to Employee, or
to its principal office if to Company. A notice is deemed received or delivered
on the earlier of the day received or three (3) days after being sent by
registered or certified mail in the manner described in this Section.

8.10 WAIVER OF BREACH. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.


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


ENTERTAINMENT BOULEVARD, INC.       EMPLOYEE:



     /s/ Stephen Brown                  /s/ Paul C. Matton
By: ------------------------------  By:-----------------------------------------
      Stephen Brown, President                   Paul C. Mattoon


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