<PAGE>


                                                             Exhibit 10.3.2


                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement")
is made and entered into as of April 22, 1997 by and between BLOWOUT
ENTERTAINMENT, INC., a Delaware corporation (hereinafter referred to as
"Employer"), and THOMAS BERKOMPAS (hereinafter referred to as "Employee").

                              W I T N E S S E T H:

         WHEREAS, Employer is principally engaged in the business of marketing,
managing, and operating retail video outlets;

         WHEREAS, Employer desires to employ Employee in the capacity of Vice
President, Treasurer and Chief Financial Officer, and Employee desires to be so
employed;

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

         SECTION 1. EMPLOYMENT.

         1.1  Position and Title. Employer shall employ and engage the services
              of Employee, in the positions of Vice-President, Treasurer and
              Chief Financial Officer for the Term of this Agreement as defined
              in Section 2, pursuant to the terms and conditions set forth in
              this Agreement.

         1.2   Duties and Place of Employment.

                  (a) Employee shall be responsible for, and perform duties
                      associated with his positions and other duties as may be
                      directed by the Employer, from time to time. Employee
                      shall: (i) devote his full business time during normal
                      business hours to the business and affairs of Employer;
                      (ii) use his best efforts to promote the interests of
                      Employer; and (iii) perform faithfully and efficiently his
                      responsibilities. Employee shall perform his duties at the
                      Employer's principal executive offices which are currently
                      located at 7700 NE Ambassador Place, One Airport Center,
                      Second Floor, Portland, Oregon 97220, or such other
                      locations as may be directed by Employer from time to
                      time. Subject to the terms of this Agreement, Employee
                      shall comply promptly and faithfully with all of
                      Employer's policies, instructions, directions, requests,
                      rules and regulations.


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<PAGE>

                  (b) After a Change of Control (as defined below), during the
                      Term of this Agreement, Employee shall continue to serve
                      Employer in the same capacity and have the same authority,
                      responsibilities and status as he had as of the date
                      immediately prior to the Change of Control. After a Change
                      of Control, during the Term of this Agreement, Employee's
                      services shall be performed at the location where Employee
                      was employed as of the date immediately prior to the
                      Change of Control, or at such other location as may be
                      mutually agreed between Employer and Employee.

                  (c) For purposes of this Agreement, a "Change of Control"
                      shall be deemed to have occurred upon the first
                      fulfillment of the conditions set forth in any one of the
                      following three paragraphs:

                           (1) any "person" (as such term is defined in Sections
                               3(a)(9) and 13(d)(3) of the Securities Exchange
                               Act of 1934, as amended (the "Exchange Act"), is
                               or becomes a beneficial owner (within the meaning
                               of Rule 13d-3 promulgated under the Exchange
                               Act), directly or indirectly, of securities of
                               Employer, representing thirty percent (30%) or
                               more of the combined voting power of Employer's
                               then outstanding securities; or

                           (2) a majority of the directors elected at any annual
                               or special meeting of stockholders' are not
                               individuals nominated by Employer's then
                               incumbent Board; or

                           (3) the stockholders of Employer approve and there is
                               consummated on or before the End Date (as defined
                               below): a merger or consolidation of Employer
                               with any other corporation, other than a merger
                               or consolidation which would result in the voting
                               securities of Employer outstanding immediately
                               prior thereto continuing to represent (either by
                               remaining outstanding or by being converted into
                               voting securities of the surviving entity) more
                               than fifty percent (50%) of the combined voting
                               power of the voting securities of Employer or
                               such surviving entity outstanding immediately
                               after such merger or consolidation, or (ii) a
                               plan of complete liquidation of Employer or (iii)
                               an agreement for the sale or disposition by
                               Employer of all or substantially all of its
                               assets.

         SECTION 2. TERM AND TERMINATION.

                  2.1 Initial Term. Employment of Employee shall commence on
                      April 22, 1997 and shall expire on April 30, 1999 or such
                      other date on which Employee's employment under this
                      Agreement is terminated pursuant



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                      to this Section 2 ("Term"). All references herein to End
                      Date shall mean April 30, 1999 or such later date to which
                      the Term of this Agreement may be extended by mutual
                      agreement of the parties or as provided in Section 2.2.

         2.2  Extension. The Term of this Agreement shall be extended for
              consecutive periods of one (1) year each beginning on May 1, 1999
              and continuing on every May 1 thereafter unless and until either
              (a) the Employer serves notice upon the Employee on or before the
              February 1 immediately preceding the next End Date of its
              intention not to extend the Term, or (b) the Employer and Employee
              mutually agree to extend the Term to an End Date beyond the next
              May 1. In the event of a notice under (a) above, the final End
              Date and the expiration of the Term shall be April 30 following
              the date of the notice.

         2.3  At Will Termination. Not withstanding anything herein to the
              contrary, but subject to Section 4.4, Employee's employment may be
              terminated by Employer at any time during the first six months of
              this Agreement without cause upon thirty (30) days written notice
              to Employee.

         2.4  For Cause Termination. Employee's employment may be terminated by
              Employer for "Cause" without notice. Termination for "Cause" is
              defined for purposes of this subsection as termination for: (i)
              material failure of Employee to substantially perform the
              reasonable and attainable instructions of Employer as to his
              duties hereunder; or (ii) an act or acts of misconduct by Employee
              which is determined by the Employer to be materially injurious to
              Employer monetarily or otherwise; or (iii) material violation by
              Employee of any provision of this Agreement. For purposes of this
              subsection, termination for "Cause" shall not include any act or
              failure to act on Employee's part if done or omitted to be done by
              him in demonstrable good faith and with the reasonable belief that
              his act or omission was in the best interest of the Employer or
              pursuant to an express policy of Employer at the time of such act
              or omission.

         2.5  Disability or Death. Employee's employment shall be terminable
              immediately upon Employee's death or disability. "Disability" is
              defined for purposes of this subsection as absence from Employee's
              full time duties with Employer as a result of Employee's
              incapacity due to physical or mental illness for ninety (90) days
              calculated on a cumulative basis during any two (2) year period
              during the Term of this Agreement. Nothing in this Section 2.5 is
              intended to violate any Oregon State law regarding parental or
              family leave policies or any other applicable law.

         2.6  Termination by Employee for Good Reason. Employee's employment may
              be terminated by Employee at any time for "Good Reason" as that
              term is defined below. Employee's continued employment shall not
              constitute



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<PAGE>

              consent to, or a waiver of rights with respect to, any act or
              failure to act constituting Good Reason hereunder. "Good Reason"
              shall mean (i) a material breach by Employer of the terms of this
              Agreement; provided that Employee shall have no right to
              terminate this Agreement pursuant to this clause (i) unless
              Employer has received written notice of the reason for
              termination and had at least 15 days to cure such failure and
              failed to do so, or (ii) the occurrence (without Employee's
              express written consent), within two (2) years after any Change
              of Control of any one of the following acts by Employer, or
              failures by Employer to act:

                  (a) the assignment to Employee of any duties inconsistent with
                      Employee's status as an executive officer of Employer or a
                      substantial adverse alteration in the nature or status of
                      Employee's title, position, duties, functions, working
                      conditions or responsibilities from those in effect
                      immediately prior to the Change of Control other than any
                      such alteration primarily attributable to the fact that
                      Employer may no longer be a public company;

                  (b) a reduction by Employer in Employee's annual Base Salary
                      as in effect on the date hereof or as the same may be
                      increased from time to time;

                  (c) the relocation of Employer's principal executive offices
                      to a location more than thirty-five miles from the
                      location of such offices immediately prior to the Change
                      of Control or Employer's requiring Employee to be based
                      anywhere other than Employer's principal executive offices
                      except for required travel on Employer's business to an
                      extent substantially consistent with Employee's business
                      travel obligations immediately prior to the Change of
                      Control;

                  (d) the failure by Employer, without Employee's consent, to
                      pay to Employee any portion of Employee's current
                      compensation;

                  (e) the failure by Employer to continue in effect any
                      compensation plan in which Employee participates
                      immediately prior to the Change of Control which is
                      material to Employee's total compensation unless an
                      equitable arrangement (embodied in an ongoing substitute
                      or alternative plan) has been made with respect to such
                      plan, or the failure by Employer to continue Employee's
                      participation therein (or in such substitute or
                      alternative plan) on a basis not materially less
                      favorable, both in terms of the amount of benefits
                      provided and the terms and conditions of such benefits,
                      including, without limitation, the level of Employee's
                      participation relative to other participants, as such
                      relative level existed at the time of the Change of
                      Control;



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<PAGE>

                  (f) the failure by Employer to continue to provide Employee
                      with benefits substantially similar to those enjoyed by
                      Employee under any of Employer's pension, life insurance,
                      medical, health and accident, or disability plans in which
                      Employee was participating immediately prior to the Change
                      of Control, the taking of any action by Employer which
                      would directly or indirectly materially reduce any of such
                      benefits or deprive Employee of any material fringe
                      benefit enjoyed by Employee immediately prior to the
                      Change of Control, or the failure by Employer to provide
                      Employee with the number of paid vacation days to which
                      Employee is entitled on the basis of years of service with
                      Employer in accordance with Employer's normal vacation
                      policy in effect immediately prior to the Change of
                      Control; or

                  (g) the failure of Employer to obtain a satisfactory agreement
                      from any successor to assume and agree to perform this
                      Agreement, as contemplated in Section 7.4.

         2.7  Other Termination by Employee. Employee's employment may be
              terminated by Employee at any time without Good Reason during the
              first six months of this Agreement upon thirty (30) days' written
              notice to Employer and thereafter upon one hundred eighty (180)
              days written notice to Employer.

         SECTION 3. COMPENSATION.

         3.1  Base Salary. Employee shall be paid an annual base salary in the
              amount of one hundred and three thousand dollars ($103,000.00)
              ("Base Salary"). The Base Salary shall be paid to Employee in
              equal semi-monthly installments in arrears on the seventh (7th)
              and twenty-second (22nd) day of each month. Should the seventh
              (7th) or the twenty-second (22nd) day of any month not be a
              business day, Employee's semi-monthly installment of the Base
              Salary otherwise due on such date shall be paid to Employee on the
              business day closest to the date such semi-monthly installment is
              due (i.e., if the seventh (7th) day of the month falls on a
              Saturday, the semi-monthly installment shall be paid on the
              preceding business day or if the seventh (7th) day of the month
              falls on a Sunday, the semi-monthly installment shall be paid on
              the next following business day). Employee's Base Salary may be
              increased in the discretion of Employer during the Term of this
              Agreement.

         3.2  Salary Increase. During the Term hereof, the Base Salary shall be
              automatically increased on each May 1 beginning in 1998 by the
              percentage increase since the prior May, if any, in the Consumer
              Price Index for all Urban Consumers (CPI-U), U.S. City Average
              (1982-84=100).


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<PAGE>

         3.3  Bonus Compensation. Nothing herein shall preclude the Employer
              from authorizing the payment of additional compensation to
              Employee over and above the Base Salary at any time payable to him
              under his Agreement, whether as a bonus or otherwise. The payment
              of such additional compensation shall not operate as an amendment
              obligating Employer to make any similar payment or to pay
              additional compensation at any future time or for any future
              period, or be deemed to affect Employee's Base Salary in any
              manner.

         3.4   Benefits.

                  (a) Vacation and Holiday Pay. Employee shall accrue vacation
                      time and be eligible to receive pay for Employer-paid
                      holidays in accordance with Employer's policies and
                      procedures, as from time to time in effect.

                  (b) Insurance. Employee shall be entitled to medical, life,
                      worker's compensation, social security and state
                      unemployment insurance benefit as provided under
                      Employer's then current terms, policies and procedures.
                      Employee shall not be entitled to disability insurance
                      benefits. For five years following a Change of Control,
                      Employer shall use its best efforts to continue to provide
                      directors' and officers' liability insurance covering
                      Employee (with respect to events occurring prior to
                      termination of Employment) on terms no less favorable (in
                      terms of coverage and amounts) than those of such
                      insurance in effect immediately prior to the Change of
                      Control. Following a Change of Control, Employer will
                      indemnify and hold harmless Employee (and advance
                      expenses) to the full extent provided in the Articles of
                      Incorporation and Bylaws of Employer as in effect
                      immediately prior to the Change of Control.

                  (c) Miscellaneous Benefits. In addition to any other
                      compensation or benefits to be received by Employee
                      pursuant to the terms of this Agreement, Employee shall be
                      entitled to participate in any employee benefits which
                      Employer may from time to time provide its employees
                      generally.

                  (d) Policy Revisions. In the event new policies are adopted by
                      Employer which would modify the benefits to all employees,
                      and/or to the executives, Employee shall be allowed to
                      participate in such modified benefits regardless of any
                      limitation of such benefits contained in this Agreement.



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<PAGE>

         SECTION 4. PAYMENTS UPON TERMINATION OF EMPLOYEMENT.

                  4.1 Termination for Cause. In the event of the termination of
                      Employee's employment by Employer for Cause pursuant to
                      Section 2.4, within ten days of termination Employer shall
                      pay to Employee only the Base Salary accrued pursuant to
                      Section 3.1 through and including the date of termination.
                      No other compensation shall be due or payable under this
                      Agreement in the event of a termination for Cause.

                  4.2 Termination for Death or Disability. In the event of the
                      termination of Employee's employment pursuant to Section
                      2.5 due to his death or disability, within ten days of
                      termination Employer shall pay to Employee or Employee's
                      estate or legal representative, as the case may be, in a
                      lump sum, the Base Salary accrued pursuant to Section 3.1
                      through and including the date of termination. During the
                      period of Employee's disability, but prior to Employee's
                      termination of Employment, Employee shall be entitled to
                      receive all compensation as set forth in this Agreement.
                      No other compensation shall be due or payable under this
                      Agreement in the event of a termination due to the
                      Employee's death or disability.

                  4.3 Termination by Employer Without Cause After Change of
                      Control or by Employee for Good Reason. In the event of
                      the termination of Employee's employment by Employer for
                      any reason other than in Sections 2.4 or 2.5 within two
                      years after a Change of Control or by Employee pursuant to
                      Section 2.6, within ten days of termination Employer shall
                      pay to Employee, in a lump sum, the greater of (i) all
                      Base Salary which Employer's obligated to pay to Employee
                      pursuant to Section 3.1 through the End Date or (ii) six
                      months' Base Salary which Employer is obligated to pay to
                      Employee pursuant to Section 3.1 during the current fiscal
                      year.

                  4.4 Other Termination by Employer. In the event of termination
                      of Employee's employment by Employer pursuant to Section
                      2.3 prior to a Change of Control, Employer shall pay
                      Employee the Base Salary accrued pursuant to Section 3.1
                      as of the date of termination plus severance payments in
                      an amount equal to one month's Base Salary multiplied by
                      the number of months from the commencement date of this
                      Agreement through the date of termination but in no event
                      less than three (3) month's Base Salary nor more than six
                      (6) month's Base Salary, payable in installments as if
                      still employed; provided, however, that during the period
                      that Employer is making severance payments pursuant to
                      this Section 4.4, Employer shall have the right to request
                      Employee to provide reasonable evidence that he is using
                      his best efforts to obtain other employment, and in the
                      event that Employee



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<PAGE>

                      fails to provide such reasonable evidence, then Employer
                      shall not be obligated to pay any severance payments;
                      and provided further that if Employee is successful in
                      obtaining such employment, the amount of severance
                      payments that would have been payable after the time
                      that Employee obtains such employment shall be reduced
                      by the amount of any remuneration received from such
                      employment. For the purposes of this Agreement,
                      "remuneration" shall be defined to include cash
                      payments, the face value of any promissory notes issued
                      to Employee regardless of the terms of payment or
                      whether payments are ever received, stock or stock
                      options valued as of the day granted, or any other
                      compensation given in any form whatsoever.

                  4.5 Other Termination by Employee. In the event of the
                      termination of Employee's employment by Employee pursuant
                      to Section 2.7, within ten days of termination Employer
                      shall pay to Employee only the amount of Base Salary
                      accrued pursuant to Section 3.1 through and including the
                      date of termination. No other compensation shall be due or
                      payable under this Agreement in the event of a such
                      termination.

                  4.6 Insurance Benefits. Employee is entitled to elect to
                      continue the insurance described in Section 3.4(b) during
                      a period of two (2) years following an event of
                      termination described in Section 2.6 and a period of six
                      (6) months following an event of termination described in
                      Section 2.3. Employee elects to continue such coverage,
                      Employer shall reimburse Employee for the premiums paid by
                      Employee for such insurance as such premiums are paid
                      until such time as the continued insurance terminates or
                      Employee obtains replacement full-time employment and is
                      covered by such new employer's group medical health and
                      life insurance plan with benefits substantially similar to
                      those provided by Employer's insurance plan and without
                      any pre-existing conditions, exclusions, limitations or
                      restrictions, whichever occurs first. Such reimbursement
                      shall be reduced for an amount equivalent to the amounts
                      charged Employee for health coverage immediately prior to
                      the occurrence of the Change of Control.

                  4.7 Other Compensation. Except as set forth in this Section 4,
                      no other compensation shall be due or payable to Employee
                      upon termination of his employment.

                  4.8 Right to Decline Payments. Employee, in his sole and
                      absolute discretion, shall have the right to decline all
                      or a portion of any payments under this Agreement.

         SECTION 5. PERSONAL NATURE. This Agreement is personal, and is being
entered into based upon the singular skill, qualifications and experience of
Employee.



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Employee shall not assign this Agreement or any rights hereunder without the
express written consent of Employer which may be withheld with or without
reason. Employee hereby grants to Employer the right to use Employee's name,
likeness and/or biography in connection with the services performed by Employee
hereunder and in connection with the advertising or exploitation of any project
with respect to which Employee performs services hereunder.

         SECTION 6. NOTICES. Any and all notices or other communications
required or permitted by this Agreement or by law shall be deemed duly served
and given when personally delivered to the party to whom such notice or
communication is directed or, in lieu of such personal service, when deposited
in the United States mail, certified, return receipt requested, first class
postage prepaid, addressed set forth on the signature page hereof. Each party
may change its address for purposes of this Section by giving written notice of
such change in the manner provided for in this Section.

         SECTION 7. MISCELLANEOUS PROVISIONS.

         7.1   Attorneys' Fees:  Disputes Concerning Termination.

                  (a) Subject to Section 7.1(b), in the event that it should
                      become necessary for any party to bring an action,
                      including arbitration, either at law or in equity, to
                      enforce or interpret the terms of this Agreement, each
                      party shall pay its own attorneys' fees including those
                      incurred in resolving the dispute prior to in initiation
                      of any litigation and at trial and on any appeal.

                  (b) If within fifteen (15) days after any notice of
                      termination for Good Reason is given by Employee pursuant
                      to Section 2.6, Employer notifies Employee that a dispute
                      exists concerning the termination, the date of termination
                      of this Agreement shall be the date on which the dispute
                      is finally determined, either by mutual written agreement
                      of the parties or by a final determination; provided
                      further that the date of termination shall be extended by
                      a notice of dispute from Employer only if such notice is
                      given in good faith and Employer pursues the resolution of
                      such dispute with reasonable diligence. Following a Change
                      of Control, Employer shall provide all witnesses and
                      evidence reasonably required by Employee to present
                      Employee's case. If a purported termination by Employer
                      within two years after a Change of Control or by Employee
                      for Good Reason occurs and such termination is disputed,
                      Employer shall pay to Employee all reasonable expenses and
                      legal fees incurred by Employee as a result of a
                      termination in seeking to obtain or enforce any right or
                      benefit provided by this Agreement (whether or not
                      Employee is successful in obtaining or enforcing such
                      right or benefit).



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<PAGE>

                  (c) If a purported termination by Employer within two years
                      after a Change of Control or by Employee for Good Reason
                      occurs and such termination is disputed, Employer shall do
                      either of the following.

                           (1) So long as Employee continues to provide
                               services, Employer shall continue to pay Employee
                               the full compensation in effect when the notice
                               giving rise to the dispute was given (including,
                               but not limited to, salary and estimated bonus)
                               and continue Employee as a participant in all
                               compensation, benefit and insurance plans in
                               which Employee was a participant when the notice
                               giving rise to the dispute was given, until the
                               dispute is finally resolved; provided that
                               Employee's right to continue to provide such
                               services is solely within the discretion of
                               Employer, and nothing herein shall prohibit
                               Employer from terminating such services.

                           (2) If Employee is no longer providing services,
                               Employer shall pay Employee fifty percent (50%)
                               of the amount specified in Sections 4.3 and
                               Employer will provide Employee with the other
                               benefits provided in Section 4.6, if, but only
                               if, Employee agrees in writing that if the
                               dispute is resolved against Employee, Employee
                               will promptly refund to Employer all payments
                               specified in Section 4.3 that Employee receives
                               under this paragraph (c) plus interest at the
                               rate provided in Section 1274(d) of the Internal
                               Revenue Code of 1986, as amended (the "Code"),
                               compounded quarterly. If the dispute is resolved
                               in Employee's favor, promptly after resolution of
                               the dispute Employer will pay Employee the sum
                               which was withheld during the period of the
                               dispute plus interest at the rate provided in
                               Section 1274(d) of the Code, compounded
                               quarterly.

                            Amounts paid under this paragraph (c) shall offset
                            against and reduce other amounts due under this
                            Agreement. If the dispute is resolved by a
                            determination that Employee did not have Good
                            Reason, this Agreement, in accordance with its
                            terms, will continue to apply to the circumstances
                            of Employee's employment by Employer and any
                            termination thereof.

                  7.2 Applicable Law and Venue. This Agreement is executed and
                      intended to be performed in the State of Oregon and the
                      laws of such State shall govern its interpretation and
                      effect. If suit is instituted by any party hereto or by
                      any other party for any cause or matter arising from or in
                      connection with the respective rights or obligations of
                      the parties hereunder, the sole jurisdiction and venue for
                      such action shall be the



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<PAGE>

                      Circuit Court of the State of Oregon in and for the County
                      of Multnomah.

                  7.3 Integration. Employee has executed an Employee
                      Confidentiality and Noncompetition Agreement, as modified
                      (a copy of which is attached hereto as Exhibit A), which
                      remains in effect and is incorporated into the terms and
                      conditions of employment under this Agreement. Except as
                      set forth in the preceding sentence, this Agreement
                      constitutes the entire agreement of the parties with
                      respect to the subject matter of this Agreement and
                      supersedes all prior agreements, negotiations, or
                      understandings, whether oral or written between the
                      parties with respect thereto.

                  7.4 Heirs and Assigns. Subject to any restriction on
                      assignment contained herein, this Agreement shall be
                      binding upon and shall inure to the benefit of the
                      respective party's heirs, successors and assigns. Employer
                      will require any successor (whether direct or indirect, by
                      purchase, merger, consolidation or otherwise) to all or
                      substantially all the business and/or assets of Employer,
                      by agreement in form and substance satisfactory to
                      Employee, to expressly assume and agree to perform this
                      Agreement in the same manner and to the same extent that
                      Employer would be required to perform it if no such
                      succession had taken place. This Agreement shall not be
                      terminated by Employer's voluntary or involuntary
                      dissolution or by any merger or consolidation in which
                      Employer is not the surviving or resulting corporation, or
                      on any transfer of all or substantially all of the assets
                      of Employer. In the event of any such merger,
                      consolidation, or transfer of assets, the provisions of
                      this Agreement shall be binding on and inure the benefit
                      of the surviving business entity or the business entity to
                      which such assets shall be transferred.

                  7.5 Severability. Any provision in this Agreement which is, by
                      competent judicial authority, declared illegal, invalid or
                      unenforceable in any jurisdiction shall, as to such
                      jurisdiction, be ineffective to the extent of such
                      illegality, invalidity or unenforceability without
                      invalidating the remaining provisions hereof or affecting
                      the legality, validity or enforceability or such provision
                      in any other jurisdiction. The parties hereto agree to
                      negotiate in good faith to replace any illegal, invalid or
                      unenforceable provision that, to the extent possible, will
                      preserve the economic bargain of this Agreement, or
                      otherwise to amend this Agreement.

                  7.6 Counterparts. This Agreement may be executed in
                      counterparts, each of which shall be deemed an original,
                      and the counterparts shall together constitute one and the
                      same agreement, notwithstanding that



                                       11
<PAGE>

                      all of the parties are not signatory to the original or
                      the same counterpart.

                  7.7 Captions. The headings and captions herein are inserted
                      solely for the purpose of convenience of reference and are
                      not intended to govern, limit, or aid in the construction
                      of any term or provision hereof.

                  7.8 Execution. Each of the parties hereto shall execute,
                      acknowledge and deliver any instrument necessary to carry
                      out the provisions of this Agreement.

                  7.9 Construction. This Agreement has been prepared by legal
                      counsel for Employer. Employee has been advised, and by
                      his execution hereof acknowledges, that he has the right
                      to and should have this Agreement reviewed by his own
                      separate legal counsel. This Agreement has been negotiated
                      at arm's-length with the benefit of or opportunity to seek
                      legal counsel and, accordingly, shall not be construed
                      against any of the parties.

                 7.10 Arbitration. Notwithstanding anything in this Agreement,
                      express or implied, to the contrary (including, without
                      limitation, in Sections 7.01 and 7.02), any dispute or
                      controversy between the parties hereto involving the
                      construction or application of any terms, covenants or
                      conditions of this Agreement, or any claim arising out of
                      or relating to this Agreement (other than matters for
                      which injunctive relief may be obtained) shall be settled
                      by arbitration in Portland, Oregon, in accordance with the
                      rules of the American Arbitration Association then in
                      effect, and judgment upon the award rendered by the
                      arbitrators may be entered in any court having
                      jurisdiction thereof. Any decision of the arbitrators
                      shall be final and binding upon the parties hereto. The
                      parties hereby subject themselves to the in personam
                      jurisdiction of the courts of the State of Oregon for the
                      purpose of confirming any such award and entering judgment
                      thereon. Except with respect to matters for which
                      injunctive relief may be obtained, arbitration hereunder
                      shall be a condition precedent to the right to maintain
                      any action or suit based upon the breach of any term of
                      this Agreement. Upon the request of either party, the
                      arbitrators shall issue to the parties a written decision
                      setting forth their findings of fact and conclusions of
                      law.



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<PAGE>

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


                                        EMPLOYER:


                                        BLOWOUT ENTERTAINMENT, INC.
                                        an Delaware corporation

                                        7700 NE Ambassador Place
                                        One Airport Center, Second Floor
                                        Portland, Oregon 97220
                                        Attention:  President

                                        By:      /s/ STEVE BERNS
                                                 -------------------------------
                                        Its:     PRESIDENT & CEO
                                                 -------------------------------


         I acknowledge that I have read and agree to the foregoing Agreement,
including, without limitation, the provision allowing termination of my
employment "at will" by Employer.



                                                 /s/ THOMAS BERKOMPAS
                                                 -------------------------------
                                                 Thomas Berkompas


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