Exhibit 10.26

                                 321 Play, Inc.

                         EXECUTIVE EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT,  dated as of the 24th  day of March  2004,  is
between 321 Play,  Inc. with its  principal  offices at 625 N. Flagler Dr. Suite
509,  West Palm  Beach,  Florida  33401  (the  "Company")  and Alina  Mezhbovski
("Employee").

     THEREFORE,   in   consideration   of  the  mutual   promises   and  of  the
representations,  warranties,  covenants and agreements  herein  contained,  the
parties  hereto,  intending to be legally  bound  according to the terms of this
Agreement, hereby agree as follows:

1.   Employment

     The Company  shall  employ  Employee,  and  Employee  hereby  accepts  such
employment and agrees to perform her duties and responsibilities  hereunder,  in
accordance with the terms and conditions hereinafter set forth.

     1.1 Duties and Responsibilities.

     (a) During the Employment  Term,  Employee  shall serve as Chief  Executive
     Officer and perform all duties and accept all  responsibilities  incidental
     to such positions. Employee may also serve on the Board of Directors of the
     Company.

     (b) Employee  represents  to the Company that she is not subject or a party
     to  any  employment  agreement,  non-competition  covenant,  non-disclosure
     agreement or other agreement, covenant, understanding or restriction of any
     nature  whatsoever  which  would  prohibit  Employee  from  executing  this
     Agreement and performing fully her duties and  responsibilities  hereunder,
     or which would in any manner,  directly or indirectly,  limit or affect the
     duties and  responsibilities  which may now or in the future be assigned to
     Employee by the Company.  The Term of this Agreement  shall be for a period
     of three  years  (the  "Employment  Term").  During  the  Employment  Term,
     Employee  agrees  to use her best  efforts  to  carry  out her  duties  and


1.2 Extent of Service.


321 Play, Inc.    EEA                              1

<PAGE>



     responsibilities  under Section 1. hereof.  Except as provided in Section 5
     hereof,  the foregoing  shall not be construed as preventing  Employee from
     making  investments  in  other  businesses  or  enterprises  provided  that
     Employee agrees not to become engaged in any other business  activity which
     may, in the judgment of the Board of  Directors  of the Company,  interfere
     with her  ability  to  discharge  her duties  and  responsibilities  to the
     Company.

     1.3 Base Compensation.

     (a) For all the services rendered by Employee hereunder,  the Company shall
     pay  Employee an annual base salary of One Hundred  Thousand  ($100,000.00)
     Dollars.

     (b) Stock  Participation  - Employee may be eligible to  participate in any
     stock option incentive plans  established for key employees of the Company,
     at the discretion of the Board of Directors of the Company.

     (c) Bonuses - Employee shall be eligible for a bonus of $100,000 per annum,
     for  each  $5,000,000  annual  revenue  generated  by  the  Company.  Total
     compensation shall not exceed $300,000 under this Section 1.3.

     (d) Medical Benefits will be offered by the Company.  During the Employment
     term,  Employee  shall also be entitled to  participate in such programs as
     vacation pay and other fringe benefit plans authorized from time to time by
     the Board of Directors of the Company in its  discretion  for  employees of
     the Company.

     (e) Additional incentive  compensation,  if any, shall be at the discretion
     of the Board of Directors of the Company.


2. Expenses

     Employee shall be reimbursed for the reasonable  business expenses incurred
by her in  connection  with her  performance  of services  hereunder  during the
Employment  Term upon  presentation  of an itemized  account of such expenses in
accordance  with the policies and procedures  established  by the Company.  This
amount is not to exceed $500.00 for any single 30-day period  without  Secretary
or Treasurer's prior written approval.




321 Play, Inc.    EEA                              2

<PAGE>



3. Developments

     All developments,  including  inventions,  whether patentable or otherwise,
trade  secrets,  discoveries,  improvements,  ideas and  writings  which  either
directly or indirectly relate to or may be useful in the business of the Company
or any of its affiliates (the "Developments") which Employee,  either by herself
or in  conjunction  with any  other  person or  persons,  has  conceived,  made,
developed,  acquired  or  acquired  knowledge  of during her  employment  by the
Company,  Employee  hereby  assigns,  transfers  and  conveys,  and agrees to so
assign, transfer and convey to the Company, all of her right, title and interest
in and to any and  all  such  Developments  to the  Board  of  Directors  of the
Company.  At any time and from time to time, upon the request and at the expense
of the  Company,  Employee  will  execute and  deliver any and all  instruments,
documents and papers,  give evidence and do any and all other acts which, in the
opinion of counsel for the  Company,  are or may be  necessary  or  desirable to
document  such  transfer  or  to  enable  the  Company  to  file  and  prosecute
applications  for and to acquire,  maintain  and  enforce  any and all  patents,
trademark  registrations  or copyrights  under United States or foreign law with
respect  to any  such  Developments  or to  obtain  any  extension,  validation,
reissue,  continuance or renewal of any such patent, trademark or copyright. The
Company  will  be  responsible  for the  preparation  of any  such  instruments,
documents and papers and for the  prosecution of any such  proceedings  and will
reimburse  Employee for all  reasonable  expenses  incurred by her in compliance
with the provisions of this Section.


4. Confidential Information

     (a) Employee  recognizes and acknowledges  that by reason of her employment
by and  service of the  Company,  she has had,  and will  continue to have (both
during the Employment  Term and at any time  thereafter  during which she may be
employed by the Company),  access to confidential information of the Company and




321 Play, Inc.    EEA                              3

<PAGE>



its  affiliates,   including  without  limitation,   information  and  knowledge
pertaining  to products and  services  offered,  ideas,  plans,  trade  secrets,
proprietary  information,   advertising,  distribution  and  sales  methods  and
systems, sales and profit figures,  customer and client lists, and relationships
between the Company and its  affiliates and  customers,  clients,  suppliers and
others  who  have  business   dealings  with  the  Company  and  its  affiliates
("Confidential  Information").  Employee  acknowledges  that  such  Confidential
Information  is a valuable  and unique  asset and  covenants  that she will not,
either  during  or at any time  after the  Employment  Term,  disclose  any such
Confidential  Information to any person for any reason whatsoever (except as her
duties described herein may require) without the prior written  authorization of
the Board of Directors of the Company,  unless such information is in the public
domain through no fault of Employee or except as may be required by law.

     (b) Employee will not disclose the terms of her  employment or the contents
of this agreement to any person for any reason whatsoever  (except as her duties
described  herein may require)  without the prior written  authorization  of the
Board of  Directors  of the Company,  unless such  information  is in the public
domain through no fault of Employee or except as may be required by law.


5.   Non-Competition

     (a) During the  Employment  Term and for a  Twenty-four  (24) month  period
following  the date the  employment  of  Employee  by the  Company or any of its
affiliates  has  ended  (whether  or not such  employment  is  pursuant  to this
Agreement),  Employee will not,  unless acting pursuant hereto or with the prior
written  consent  of  the  Board  of  Directors  of  the  Company,  directly  or
indirectly,  own,  manage,  operate,  control,  finance  or  participate  in the
ownership, management, operation, control or financing of, or be connected as an
officer,  director,  partner,  principal  or  otherwise  with  any  business  or
enterprise  engaged  within any  portion of the  United  States in the  internet
auction  business  or in any other  business in which the Company was engaged at
the date of termination  of Employee's  employment by the Company or at any time




321 Play, Inc.    EEA                              4

<PAGE>



for one year after termination of employment with the Company.  It is recognized
by Employee that the business of the Company and Employee's connection therewith
is or will be involved in internet and auction  activity  throughout  the United
States, and that more limited  geographical  limitations on this non-competition
covenant  and the  non-solicitation  covenant  set forth in Section 6 hereof are
therefore not appropriate.

     (b) The  foregoing  restrictions  shall not be  construed  to prohibit  the
ownership  by  Employee  of not more  than  five  percent  (5%) of any  class of
securities  of any  corporation  which  is  engaged  in  any  of  the  foregoing
businesses,  provided that such  ownership  represents a passive  investment and
that neither  Employee nor any group of persons  including  Employee in any way,
either  directly  or  indirectly,  manages  or  exercises  control  of any  such
corporation,  guarantees any of its financial  obligations,  otherwise takes any
part in its business,  other than  exercising her rights as a security owner, or
seeks to do any of the foregoing.

     (c) In the event that Employee is  terminated  Without Cause by the Company
pursuant to Section 8.4 and  Employee  desires to be employed by a company  (the
"Prospective  Employer") in violation of the covenants set forth in Section 5(a)
above, Employee may request a waiver of Section 5(a) above and such waiver shall
be granted by the Company unless the Prospective Employer is a Direct Competitor
of the Company in the current geographic markets the Company is engaged.


6.   No Solicitation

     During the Employment  Term and for the one year period  following the date
employment  of  Employee  by the  Company  or any of its  affiliates  has  ended
(whether or not such  employment  is pursuant to the  Agreement),  Employee will
not,  either  directly or indirectly,  (i) call on or solicit any person,  firm,
corporation or other entity who or which at the time of such termination was, or
within two years  prior  thereto  had been,  a customer of the Company or any of
their respective affiliates with respect to the activities prohibited by Section
6 hereof or (ii)  solicit the  employment  of any person who was employed by the
Company or any of Its affiliates on a full or part-time basis at any time during




321 Play, Inc.    EEA                              5

<PAGE>



the  course  of  Employee's  employment,   unless  such  person  prior  to  such
solicitation  of employment (A) was  involuntarily  discharged by the Company or
such affiliate,  or (B) voluntarily  terminated  his/her  relationship  with the
Company or such affiliate.


7.   Equitable Relief

     (a) Employee acknowledges that the restrictions contained in Sections 3, 4,
5 and 6 hereof are  reasonable  and that the Company would not have entered into
this  Agreement in the absence of such  restrictions,  and that any violation of
any  provision  of those  Sections  will  result  in  irreparable  injury to the
Company.

     (b) EMPLOYEE  FURTHER  REPRESENTS  AND  ACKNOWLEDGES  THAT (i) SHE HAS BEEN
ADVISED  BY THE  COMPANY  TO  CONSULT  HER OWN LEGAL  COUNSEL IN RESPECT OF THIS
AGREEMENT,  (ii) THAT SHE HAS HAD FULL  OPPORTUNITY,  PRIOR TO EXECUTION OF THIS
AGREEMENT,  TO REVIEW  THROUGHLY THIS AGREEMENT WITH HER COUNSEL,  AND (iii) SHE
HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT.

     (c) Employee  agrees that the Company shall be entitled to preliminary  and
permanent injunctive relief,  without the necessity of providing actual damages,
as well as an equitable  accounting of all earnings,  profits and other benefits
arising from any  violation of Sections 3, 4, 5 or 6 hereof,  which rights shall
be  cumulative  and in  addition  to any other  rights or  remedies to which the
Company may be entitled.  In the event that any of the provisions of Sections 5,
or 6 hereof should ever be adjudicated to exceed the time,  geographic,  product
or  service,   or  other   limitations   permitted  by  applicable  law  in  any
jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the  maximum  time,  geographic,  product or  service,  or other  limitations
permitted by applicable law.

     (d)  Employee  irrevocably  and  unconditionally  (i) agrees that any suit,
action  or other  legal  proceeding  arising  out of this  Agreement,  including
without  limitation,  any action  commenced  by the Company for  preliminary  or
permanent  injunctive relief or other equitable  relief,  must be brought in the




321 Play, Inc.    EEA                              6

<PAGE>



United States  District Court for the Southern  District of Florida,  or if such
court does not have jurisdiction or will not accept  jurisdiction,  in any court
of general  jurisdiction in Palm Beach County (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding, and (iii)
waives any objection  which Employee may have to the laying of venue of any such
suit,  action or proceeding in any such court.  Employee  also  irrevocably  and
unconditionally  consents to the service of any process,  pleadings,  notices or
other  papers in a manner  permitted  by the  notice  provisions  of  Section 12
hereof.


8.   Termination

     This  Agreement  shall  terminate  prior to the  expiration of its term set
forth in  Section  1.1 above  upon the  occurrence  of any one of the  following
events:

     8.1  Disability.

     In the event that Employee is unable fully to perform her essential  duties
     and responsibilities  hereunder to the full extent required by the Board of
     Directors of the Company by reason of illness, injury or incapacity for one
     hundred and twenty  consecutive  days, during which time she shall continue
     to be  compensated as provided in Section 1.4 hereof (less any payments due
     Employee under  disability  benefit  programs,  including  Social  Security
     disability,   worker's  compensation  hereunder;  provided,  however,  that
     Employee  will be  entitled to receive the  payments  prescribed  under any
     disability benefit plan which may be in effect for employees of the Company
     and in which she participated. Employee agrees, in the event of any dispute
     under this Section 8.1, to submit to a physical  examination  by a licensed
     physician selected by the Board of Directors of the Company.

     8.2  Death.

     In the event that Employee  dies during the  Employment  Term,  the Company
     shall pay to her executors,  legal  representatives  or administrators  any
     amounts  due and  owing to the date of  death  to  Employee  as part of the
     salary set forth in Section 1.4(a) hereof, and thereafter the Company shall





321 Play, Inc.    EEA                              7

<PAGE>



     have no further liability or obligation  hereunder to his executors,  legal
     representatives,  administrators,  heirs or  assigns  or any  other  person
     claiming under or through her; provided, however, that Employee's estate or
     designated   beneficiaries  shall  be  entitled  to  receive  the  payments
     prescribed for such recipients under any death benefit plan which may be in
     effect for employees of the Company and in which Employee participated.

     8.3  Cause.

     Nothing in this Agreement  shall be construed to prevent its termination by
     the  Company  at any time for  "cause."  For  purposes  of this  Agreement,
     "cause" shall mean and be limited to Employee's:

               (a) Commission of any act of fraud,  misappropriation or personal
          dishonesty relating to or involving the Company in any material way;

               (b) Gross  negligence  in the  performanc of her duties or in any
          way relating to the obligations and duties, which he owes the Company;

               (c)  Violation  of any  express  direction  of the Company or any
          material violation of any rule, regulation, policy or plan established
          by the  Company  from  time  to  time  regarding  the  conduct  of its
          Employees  and/or its business,  if such  violation is not remedied by
          Employee within thirty (30) days of receiving notice of such violation
          from the Company;

               (d)   Demonstrably   willful  and  deliberat   violation  of  any
          obligation owed by Employee to the Company;

               (e) Material disclosure or use of Confidential Information, other
          than as required in the  performance  of Employee's  duties under this
          Agreement;





321 Play, Inc.    EEA                              8

<PAGE>



               (f)  Conviction  of a crime  constituting  a felony  or any other
          crime  involving  moral  turpitude or criminal  indictment for a crime
          involving moral turpitude in which the substantial  weight of credible
          evidence indicates that Employee has committed such a crime.

     In the event of  termination  for cause under section 8.3(a) or (f) of this
     Section  8.3,   Employee   shall  be  suspended   pending  an   independent
     investigation by persons retained by the Company.

     In the  event  of a  termination  for  cause,  the  Company  shall  have no
     obligation to make any further  payments or to provide any further benefits
     or compensation hereunder to Employee for any period subsequent to the date
     of such  termination,  except that  Employee will receive  Employee's  Base
     Compensation,  as well as bonus or commission payment(s) for which Employee
     is eligible for as of the date of termination.

     8.4  Without Cause by the Company.

     The  Company  may  terminate  this  Agreement  upon not less  than 30 days'
     written notice to Employee at and for the Company's sole convenience and in
     its sole  discretion  and  without  specifying  any  cause as set  forth in
     Section 8.3 hereof. If such termination shall occur, Employee shall receive
     compensation  equal to ninety days (90) compensation and any and all shares
     or securities shall Immediately vest upon said termination.


9.   Survival

Notwithstanding  the  termination  of this Agreement by the Company by reason of
Employee's  disability  under Section 8.1, for cause under Section 8.3,  without
cause under  Section  8.4, or as a result of a Change of Control  under  Section
8.5,  his  obligations  under  Sections 3, 4, 5 and 6 hereof  shall  survive and
remain in full  force and  effect  for the  periods  therein  provided,  and the
provisions  for  equitable  relief  against  Employee in Section 8 hereof  shall
continue in force, along with the provisions of Sections 10 through 18 hereof.




321 Play, Inc.    EEA                              9

<PAGE>



10.  Governing Law

This Agreement shall be governed by and interpreted  under the laws of the State
of Florida without giving effect to any conflict of laws provisions.


11.  Litigation Expenses

In the event of a lawsuit by either  party to  enforce  the  provisions  of this
Agreement each Party must pay their costs and expenses.


12.  Notices

All  notices  and  other  communications  required  or  permitted  hereunder  or
necessary or convenient in connection  herewith shall be in writing and shall be
deemed to have  been  given  when hand  delivered  or  mailed by  registered  or
certified  mail, as follows  (provided that notice of change of address shall be
deemed given only when received):


     If to the Company:

                  625 N. Flagler Drive
                  Suite 509
                  West Palm Beach, FL  33401


     If to Employee:





or to such other names or addresses  as to the Company or Employee,  as the case
may be,  shall  designate  by notice to each other  person  entitled  to receive
notices in the manner specified in this Section.


13.  Entire Agreement: Contents of Agreement.

     (a) This Agreement supersedes any and all other agreements,  either oral or
written,  between  the parties  with  respect to the  employment  of Employee by
Employer  for the  purposes  set forth in Section  1.2,  and contains all of the




321 Play, Inc.    EEA                              10

<PAGE>



covenants  and  agreement  between the parties with  respect to such  employment
whatsoever.  Each party to this agreement  acknowledges that no  representation,
inducements,  promises or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party,  which are not embodied  herein,
and that no  other  agreement,  statement,  or  promise  not  contained  in this
agreement shall be valid or binding.  Any modification of this agreement will be
effective only if it is in writing and signed by both parties to this agreement.

     (b)  Employee  acknowledges  that  from  time  to  time,  the  Company  may
establish,  maintain and distribute  employee  manuals or handbooks or personnel
policy  manuals,  and  officers or other  representatives  of The Company of the
Company may make written or oral statements  relating to personnel  policies and
procedures. Such manuals, handbooks and statements are intended only for general
guidance. No policies, procedures or statements of any nature by or on behalf of
The Company or the Company (whether written or oral and whether or not contained
in any employee manual or handbook or personnel  policy manual),  and no acts or
practices  of any nature,  shall be  construed  to modify this  Agreement  or to
create express or implied obligations of any nature to Employee.

     (c) Words used  herein,  regardless  of the number and gender  specifically
used,  shall be deemed and  construed to include any other  number,  singular or
plural,  and any other  gender,  masculine,  feminine or neuter,  as the context
indicates is appropriate.


14.  Assignment

     All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the respective  heirs,  executors,
administrators,  legal  representatives,  successors  and assigns of the parties
hereto, except that the duties and responsibilities of Employee hereunder are of
a personal nature and shall not be assignable or delegatable in whole or in part
by Employee.




321 Play, Inc.    EEA                              11

<PAGE>



15.  Severability

     If any  provision  of this  Agreement or  application  thereof to anyone or
under any  circumstances  is adjudicated to be invalid or  unenforceable  in any
jurisdiction,  such  invalidity or  unenforceability  shall not affect any other
provision or application and shall not invalidate or render  unenforceable  such
provision or application in any other jurisdiction.


16.  Remedies Cumulative: No Waiver:

     No remedy  conferred  upon the Company or the Employee by this Agreement is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and shall be in addition to any remedy given  hereunder or
now or  hereafter  existing  at law or in equity.  No delay or  omission  by the
Company or  employee  in  exercising  any right,  remedy or power  hereunder  or
existing at law or in equity  shall be construed  as a waiver  thereof,  and any
such right, remedy or power may be exercised by the Company or the employee from
time to time and as often as may be deemed expedient or necessary by the Company
or the employee at its sole discretion.


17.  Indemnification:

     17.1 Third-Party Proceedings.

     The Company  shall  indemnify  Employee if Employee is or was a party or is
     threatened  to be made a party to any  threatened,  pending,  or  completed
     action  or  proceedings,  whether  civil,  criminal,   administrative,   or
     investigative  (other than an action by or in the right of the  Company) by
     reason of the fact that Employee is or was a director,  officer,  employee,
     or agent of the Company or a Subsidiary (as hereinafter defined), by reason
     of any  action  or  inaction  on the  part of  Employee  while a  director,
     officer,  employee,  or agent or by reason of the fact that  Employee is or
     was serving at the request of the Company as a director, officer, employee,
     or agent of another  corporation,  partnership,  joint venture,  trust,  or
     other enterprise,  against expenses (including  reasonable attorneys fees),
     judgments,  fines,  and amounts paid in settlement  (if such  settlement is
     approved  in  advance  by  the  Company,   which   approval  shall  not  be
     unreasonably  withheld)  actually  and  reasonably  incurred by Employee in





321 Play, Inc.    EEA                              12

<PAGE>



     connection  with  such  action  or  proceeding  unless  the  Company  shall
     establish  that  (a)  Employee  did not act in good  faith  and in a manner
     Employee  reasonably  believed to be in the best  interests  of the Company
     and, with respect to any criminal  action or proceeding,  had no reasonable
     cause to believe  Employee's  conduct was unlawful;  (b) Employee's actions
     amounted to gross negligence; or (c) Employee's actions were performed with
     knowledge and intent to harm the Company,  The termination of any action or
     proceeding by judgment,  order, settlement,  conviction,  or upon a plea of
     nolo  contendere  or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption  (i) that  Employee  did not act in good  faith and in a manner
     which  Employee  reasonably  believed  to be in the best  interests  of the
     Company;  or (ii) with respect to any criminal  action or proceeding,  that
     Employee  had  reasonable  cause to believe  that  Employee's  conduct  was
     unlawful.

     17.2 Proceedings by or in the Right of the Company.

     The  Company  shall  indemnify  Employee if Employe was or is a party or is
     threatened  to be made a party to any  threatened,  pending,  or  completed
     action or proceeding by or in the right of the Company or any Subsidiary of
     the  Company to procure a judgment  in its favor by reason of the fact that
     Employee is or was a director,  officer, employee, or agent of the Company,
     or any  Subsidiary  of the Company,  by reason of any action or inaction on
     the part of Employee while a director,  officer,  employee,  or agent or by
     reason of the fact that  Employee  is or was  serving at the request of the
     Company as a director,  officer, employee, or agent of another corporation,
     partnership,  joint venture,  trust, or other enterprise,  against expenses
     (including reasonable attorney's fees) and, to the fullest extent permitted
     by law, amounts paid in settlement of such action or proceeding  unless the
     Company shall establish any of the following concerning the action:

     a.   That Employee did not act in good faith;

     b.   Employee acted in a manner Employee could not have reasonably believed
          to be in the best interests of the Company and its Members;




321 Play, Inc.    EEA                              13

<PAGE>



     c.   The Employee  actions were  intentional  and with  knowledge that such
          actions would result in the harm complained of;

     d.   Employee's actions amount to gross negligence; or

     e.   Employee's actions were outside the scope of his employment.

     No  indemnification  shall be made in respect of any claim, issue or matter
     as to which  Employee  shall have been adjudged to be liable to the Company
     in the  performance of Employee's  duty to the Company or any Subsidiary of
     the  Company  unless  and only to the  extent  that the court in which such
     action or  proceeding is or was pending shall  determine  upon  application
     that, in view of all the circumstances of the case,  Employee is fairly and
     reasonably entitled to indemnity for expenses or amounts paid in settlement
     and then only to the extent that the court shall determine.

     17.3 Procedure.

     Any  indemnification  provided for in this Agreement shall be made no later
     than  forty-five  (45) days after the resolution (by judgment,  settlement,
     dismissal,  or otherwise) of the claim to which  indemnification is sought.
     If a claim under this Agreement,  under any statute, or under any provision
     of  the  Company's  Articles  of  Incorporation  or  bylaws  providing  for
     indemnification,  is not paid in full by the Company  within  such  period,
     Employee may, but need not, at any time thereafter  bring an action against
     the Company to recover the unpaid  amount of the claim and,  subject to ss.
     17 of this  Agreement,  Employee  shall also be entitled to be paid for the
     expenses (including reasonable attorneys' fees) of bringing such action. It
     shall be a defense  to any such  action  (other  than an action  brought to
     enforce a claim for  expenses  incurred  in  connection  with any action or
     proceeding in advance of its final  disposition)  that Employee has not met
     the standards of conduct which make it permissible under applicable law for
     the Company to indemnify Employee for the amount claimed, but the burden of
     proving  such  defense  shall  be on the  Company,  and  Employee  shall be
     entitled to receive interim payments of expenses pursuant to this




321 Play, Inc.    EEA                              14

<PAGE>



     Agreement unless and until such defense may be finally adjudicated by court
     order or judgment  from which no further  right  appeal  exists.  It is the
     parties'  intention  that  if  the  Company  contest  Employee's  right  to
     indemnification,  the question of Employee's right to indemnification shall
     be for the  court  to  decide,  and  neither  the  failure  of the  Company
     (including  its Board of Directors,  any committee or subgroup of the Board
     of Directors,  independent  legal  counsel,  or its Members) to have made a
     determination   that   indemnification   of   Employee  is  proper  in  the
     circumstances  because Employee has met the applicable  standard of conduct
     required by  applicable  law,  nor an actual  determination  by the Company
     (including  its Board of Directors,  any committee or subgroup of the Board
     of Directors,  independent legal counsel, or its Members) that Employee has
     not met such  applicable  standard of conduct,  shall create a  presumption
     that Employee has or has not met the applicable standard of conduct.

     17.4 Notice to Insurers.

     If,  at the time of the  receip  of a notice  of a claim  pursuant  to this
     Agreement,  the Company has directors' and officers' liability insurance in
     effect,  the Company shall give prompt notice of the  commencement  of such
     proceeding to the insurers in accordance  with the  procedures set forth in
     the respective policies. The Company shall thereafter take all necessary or
     desirable  action to cause such insurers to pay, on behalf of the Employee,
     all amounts  payable as a result of such  proceeding in accordance with the
     terms of such policies.

     17.5 Relationship to Other Sources.

     Employee  shall not be required to  exercise  any rights  against any other
     parties (for example,  under any insurance policy purchased by the Company,
     Employee,  or any other person or entity)  before  Employee,  or Agreement.
     However,  to the  extent  the  Company  actually  indemnifies  Employee  or
     advances  expenses,  the  Company  shall be  entitled  to enforce  any such
     rights,  which  Employee may have against  third  parties.  Employee  shall





321 Play, Inc.    EEA                              15

<PAGE>



     assist the Company in enforcing those rights if the Company pays Employee's
     reasonable costs and expenses of doing so.

     17.6 Selection of Counsel.

     In the event the Company shall be obligated under this Agreement to pay the
     expenses of any proceeding against Employee,  the Company,  if appropriate,
     shall be entitled to assume the defense of such  proceeding,  with  counsel
     approved by Employee,  which approval shall not be  unreasonably  withheld,
     upon the  delivery to Employee of written  notice of its election to do so.
     After delivery of such notice, approval of such counsel by Employee and the
     retention of such counsel by the Company, the Company will not be liable to
     Employee under this Agreement for any fees of counsel subsequently incurred
     by Employee with respect to the same proceeding, provided that (i) Employee
     shall have the right to employ counsel in any such proceeding at Employee's
     expense;  and (ii) if (A) the  employment  of counsel by Employee  has been
     previously  authorized  by the Company (B) Employee  shall have  reasonably
     concluded that there may be a conflict of interest  between the Company and
     Employee in the conduct of any such defense,  or (C) the Company shall not,
     in fact,  have employed  counsel to assume the defense of such  proceeding,
     then the reasonable fees and expenses of Employee's counsel shall be at the
     expense of the Company.

     17.7 Additional Rights

          a. Scope.
          Notwithstanding  any other  provision of this  Agreement,  the Company
          hereby  agrees  to  indemnify  the  Employee  to  the  fullest  extent
          permitted by law,  notwithstanding  that such  indemnification  is not
          specifically authorized by the other provisions of this Agreement, the
          Company's  Articles of  Incorporation,  the  Company's  bylaws,  or by
          statute. In the event of any change, after the date of this Agreement,
          in any applicable law,  statute,  or rule which expands the right of a
          Limited  Liability  Company or other  corporate  entity to indemnify a
          member of its or a Subsidiary's board of directors or an officer, such
          changes shall be, ipso facto, within the

321 Play, Inc.    EEA                              16

<PAGE>



          purview of Employee's rights and the Company's obligations, under this
          Agreement.  In the event of any change in any applicable law, statute,
          or rule which  narrows the right of a corporation  or other  corporate
          entity  to  indemnify  a  member  of its or a  Subsidiary's  Board  of
          Directors or an officer,  such  changes,  to the extent not  otherwise
          required by such law, statute, or rule to be applied to this Agreement
          shall  have no effect on this  Agreement  or the  parties  rights  and
          obligations hereunder.

          b.   Nonexclusivity.
          The  indemnification  provided by this  Agreement  shall not be deemed
          exclusive  of any rights to which  Employee my be  entitled  under the
          Company's Articles of Incorporation,  its bylaws,  any agreement,  any
          vote of Members or  disinterested  directors,  the Corporations Law of
          the State of Nevada,  or  otherwise,  both as to action in  Employee's
          official  capacity  and as to action or inaction  in another  capacity
          while holding such office.  The  indemnification  provided  under this
          Agreement  shall  continue as to Employee  for any action taken or not
          taken while serving in an  indemnified  capacity even though  Employee
          may have ceased to serve in such capacity at the time of any action or
          other cover proceeding is commenced.

          c.   Partial Indemnification.
          Employee  is  entitled  under  any  provision  of  this  Agreement  to
          indemnification  by the Company for some or a portion of the  expenses
          judgments,  fines, or penalties actually or reasonably incurred in the
          investigation, defense, appeal, or settlement of any civil or criminal
          action or proceeding,  but not, however, for the total amount thereof,
          the Company shall  nevertheless  indemnify Employee for the portion of
          such  expenses,  judgments,  fines,  or penalties to which Employee is
          entitled.

          d.   Acknowledgment.
          Both the Company and Employee  acknowledge that in certain  instances,
          federal law or applicable  public policy may prohibit the Company from
          indemnifying  its  directors  and  officers  under this  Agreement  or
          otherwise.  Employee understands and acknowledges that the Company has




321 Play, Inc.    EEA                              17

<PAGE>


          undertaken  or may be  required  in the future to  undertake  with the
          Securities   and  Exchange   Commission  to  submit  the  question  of
          indemnification   to  a  court   in   certain   circumstances   for  a
          determination  of the Company's right under public policy to indemnify
          Employee.


18.  Miscellaneous

     All section  headings  are for  convenience  only.  This  Agreement  may be
executed in several counterparts,  each of which is an original. It shall not be
necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.


IN  WITNESS  WHEREOF,  the  undersigned,  intending  to be legally  bound,  have
executed this Agreement as of the date first above written.




/s/ Gerald C. Parker                            /s/Alina Mezhibovsky
------------------------                        ------------------------
321 Play, Inc.                                  Employee

Gerald C. Parker                                Alina Mezhibovsky
------------------------                        ------------------------
Printed Name                                    Printed Name

Chairman                                        CEO
------------------------                        ------------------------
Title                                           Title






321 Play, Inc.    EEA                              18