EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT (the "Agreement"), made this 9th day of December,
2003, is entered into by Lions Gate Investment, Limited, a Nevada corporation,
(whose name will later be changed to DOBI Medical International, Inc. and be
reincorporated in Delaware) (the "Company") and Phillip C. Thomas ("Executive").

     WHEREAS, the Company and Executive desire to enter into an employment
contract which will supersede any prior employment agreements between the
Company and Executive.


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

     1. Term of Employment. The Company hereby agrees to employ Executive, and
Executive hereby accepts employment with the Company, upon the terms set forth
in this Agreement, for the period commencing on December 9, 2003 (the
"Commencement Date") and ending on December 8, 2006, unless sooner terminated in
accordance with the provisions of Section 5 or extended as hereinafter provided
(such period, as it may be extended, is the "Term" or "Agreement Term"),
provided, however, that the Agreement Term shall be extended automatically on
each anniversary of the Commencement Date for an additional one year from the
then current expiration date of the Agreement Term unless, at least twelve (12)
months prior to the applicable anniversary date, either the Executive or the
Company provides written notice to the other party electing not to extend the
Agreement Term.

     2. Title; Capacity. The Company will employ Executive, and Executive agrees
to work for the Company, as its President and Chief Executive Officer to perform
the duties and responsibilities inherent in such position and such other duties
and responsibilities as the Board of Directors of the Company (the "Board")
shall from time to time reasonably assign to him, including but not limited to,
responsibility for all operating and nonoperating functions of the Company; all
of these functions shall report directly or indirectly to him. Executive shall
report directly to the Chairman of the Board of Directors and the Board of
Directors and shall be subject to the supervision of, and shall have such
authority as is delegated to him, by the Board, which authority shall be
sufficient to perform his duties hereunder. Executive shall devote his full
business time and best efforts in the performance of the foregoing services,
provided that he may accept other board memberships or participate in charitable
organizations which do not conflict with his primary responsibilities and
obligations to the Company.

     3. Member of the Board. Throughout the Agreement Term, Executive shall
serve as a member of the Board.

     4. Compensation and Benefits.

         4.1 Salary. The Company shall pay Executive an initial annual base
salary of not less than $225,000, less customary payroll withholdings, payable
in accordance with

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the Company's regular payroll practices. Such salary shall be increased to
$260,000 in the next payroll following the closing of a financing resulting in
gross proceeds to the Company of at least $5,000,000, and such salary shall be
subject to annual review and upward adjustment as determined by the Board in
each calendar year, provided that such annual adjustment shall be at least equal
to the general salary increase provided to Company salaried employees for the
applicable year.

         4.2 Incentive Payments.

               (a) In recognition of Executive's achievement of the substantial
funding event and accomplishment of the Company's status as a public entity in
the year 2003, the Company will pay Executive a sum equivalent to 3 weeks of
Executive's base salary for the year 2003, less customary payroll withholdings,
on January 2, 2004.

               (b) For the year 2004, Executive will be eligible to receive an
annual cash bonus equivalent to 50% of Executive's then annual base salary, less
customary payroll withholdings, which bonus shall be awarded in full if the
following milestones are completed as of December 31, 2004 (the "Performance
Milestones"): (i) after the commencement of FDA Modular 5, at least 20 patient
DOBI clinical test scans have been completed; (ii) shipment of at least 10
revenue-producing and production level, scalable ComfortScan(TM) systems; and
(iii) the Company's net loss (calculated in accordance with generally accepted
accounting principles) being not more than 10% greater than projected for the
fiscal year 2004. In the event some, but not all, Performance Milestones are
achieved in the year 2004, Executive shall be entitled to a pro rated portion of
the incentive bonus for the year 2004 (i.e., for each Performance Milestone
completed, Executive shall be entitled to at least 33% of the cash bonus amount
for 2004).

               (c) Apart from any other incentive compensation, when the FDA
issues final approval for the ComfortScan(TM) system, the Company shall
establish a bonus pool of $500,000 for payment to key employees and Executive
shall be entitled to receive a significant cash bonus from such bonus pool, less
customary payroll withholdings, within thirty (30) days of receiving such
approval. All amounts paid from the bonus pool will be determined by the
Compensation Committee of the Board of Directors.

               (d) The Company and Executive shall establish mutually acceptable
criteria for the payment of an annual incentive bonus based on operating results
for the years 2005 and 2006, which criteria shall be determined on or prior to
February 28 of the applicable year.

         4.3 Long-Term Incentives. Simultaneously with the execution of this
Agreement, the Company shall award Executive a nonqualified stock option (the
"Option") to purchase 75,000 shares of Company common stock at an Option price
equivalent to the fair market value of such shares on the date of grant or at
such other value as provided for by the Company's Stock Option Plan. Such Option
shall vest on a monthly pro rata basis for thirty-six (36) months commencing on
December 9, 2003. The Company shall award Executive further options comparable
with awards made to other Company executives in accordance with the terms of any
stock option plan maintained by the Company.

         4.4 Sale of Stock. Subject to the terms of the December 2003 Reverse
Public Offering transaction of the Company ("the Verus Transaction" or "the
RPO"), the Company shall provide reasonable piggyback registration rights to
Executive and not (i) register shares of stock owned by a founder of the Company
(including Executive) with the

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Securities and Exchange Commission nor (ii) grant registration rights to any
founder of the Company (including Executive) unless the Company simultaneously
registers or grants such rights to the Executive on terms and conditions no less
favorable than those granted to any other founder and provided that the shares
to be registered shall be allocated among the selling stockholders pro rata
based on their ownership of stock.

         4.5 Fringe Benefits. Executive shall be entitled to participate in all
bonus and benefit programs that the Company establishes and makes available to
its executive employees, if any, to the extent that Executive's position, tenure
salary, age, health and other qualifications make him eligible to participate,
including, but not limited to, health care plans, dental care plans,
supplemental retirement plans, and all other benefit plans from time to time in
effect generally for executives and/or employees of the Company. The Company
shall pay 100% of the premium cost for health insurance coverage for Executive
and Executive's spouse. The Company shall pay the premium for term life
insurance for Executive in the amount of $1,000,000 for which Executive may
designate a beneficiary of his choice. To the extent that it is available, the
Company shall also purchase short-term and long-term disability policies
ensuring at least 60% income replacement for Executive. Executive shall also be
entitled to take four weeks of fully paid vacation each calendar year, which
vacation time may be cumulatively rolled over from one year to the next during
the Term in accordance with Company policy.

         4.6 Reimbursement of Expenses. The Company shall reimburse Executive
the amount of $1000 per month to obtain an automobile and shall also pay
reasonable expenses associated with the business use of the automobile as well
as reimbursement for reasonable travel, entertainment and other expenses
incurred or paid by him in connection with, or related to the performance of his
duties, responsibilities or services under this Agreement, upon presentation by
Executive of documentation, expense statements, vouchers and/or such other
supporting information as the Company may request.

     5. Termination of Employment Period. The Agreement Term shall terminate
upon the occurrence of any of the following:

         5.1 Termination of the Agreement Term. This Agreement shall expire at
the end of the Agreement Term, but only if appropriate notice is given in
accordance with Section 1 of this Agreement.

         5.2 Termination for Cause. At the election of the Company, for cause
upon written notice by the Company to Executive. For the purposes of this
Section 5.2, "Cause" for termination shall be deemed to exist upon the
occurrence of any of the following:

               (a) a good faith finding by the Company that Executive has
engaged in dishonesty or gross willful misconduct that is materially injurious
to the Company which, if curable, has not been cured by Executive within 30 days
after he shall have received written notice from the Company stating with
reasonable specificity the nature of such conduct;

               (b) Executive's conviction or entry of nolo contendere to any
felony or crime involving moral turpitude, material fraud or embezzlement of
Company property; or

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               (c) Executive's material breach of this Agreement, including but
not limited to, Sections 7.1 or 7.2, which, if curable, has not been cured by
Executive within 30 days after he shall have received written notice from the
Company stating with reasonable specificity the nature of such breach.

               (d) In the event the Company notifies Executive that the Company
seeks to terminate Executive for Cause, Executive shall first have the
opportunity to appear before the Board, with counsel, to address the matters
raised by such proposed termination.

         5.3 Voluntary Termination by the Company or for Good Reason. At the
election of the Company, without cause, at any time upon 30 days prior written
notice by the Company to Executive or by Executive for Good Reason (as defined
below).

         5.4 Death or Disability. Thirty days after the death or determination
of disability of Executive. As used in this Agreement, the determination of
"disability" shall occur when Executive, due to a physical or mental disability,
for a period of 90 consecutive days, or 180 days in the aggregate whether or not
consecutive, during any 360-day period, is unable to perform the services
contemplated under this Agreement. A determination of disability shall be made
by a physician satisfactory to both Executive and the Company, provided that if
Executive and the Company do not agree on a physician, Executive and the Company
shall each select a physician and these two together shall select a third
physician, whose determination as to disability shall be binding on all parties.

         5.5 Voluntary Termination by Executive. At the election of Executive
upon not less than 30 days prior written notice by him to the Company.

     6. Effect of Termination.

         6.1 Termination for Cause or at the Election of Executive. In the event
that Executive's employment is terminated for Cause pursuant to Section 5.2 or
at the election of Executive pursuant to Section 5.5, the Company shall have no
further obligations under this Agreement other than to pay to Executive the
compensation and benefits, including payment for accrued but untaken vacation
days, otherwise payable to him under Section 4 through the last day of his
actual employment by the Company.

         6.2 Voluntary Termination by the Company, for Good Reason, or
Disability.

               (a) In the event that Executive's employment is terminated
pursuant to Section 5.3 or as a result of Disability pursuant to Section 5.4,
the Company shall continue to pay to Executive (a) his annual base salary then
in effect for twenty four (24) months in the manner set forth in Section 4.1 or
the salary due under Section 4.1 for the remainder of the Agreement Term,
whatever is greater; (b) payment for accrued but untaken vacation days; and (c)
a pro rata portion of any bonus for the year in which termination occurs, as to
all of which Executive shall have no obligation to mitigate such amounts. In
addition, the Company shall continue its contributions toward Executive's health
care, dental, disability and life insurance benefits and for the health care
benefit, if any, of Executive's spouse on the same basis as immediately prior to
the date of termination for the same period as severance benefits are paid
pursuant to this Section 6.2(a). Notwithstanding the foregoing, the Company
shall not be required to provide any health care, dental, disability or life
insurance benefit otherwise receivable by Executive pursuant to this Section 6.2
if Executive is actually covered by an equivalent benefit from

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another employer during which continuing benefits are provided pursuant to this
Section 6.2. Any such benefit made available to Executive shall be reported to
the Company.

               (b) In the event that Executive's employment is terminated
pursuant to Section 5.3 or for Disability pursuant to Section 5.4, all
outstanding stock and Options then unvested shall immediately vest.

         6.3 Termination for Death. In the event that Executive's employment is
terminated by death pursuant to Section 5.4, the Company shall pay to
Executive's estate compensation which would otherwise be payable to him under
Section 4.1 of this Agreement through the end of the month in which such
termination occurs, payment for any accrued but untaken vacation days, and the
pro rata portion of any bonus earned under Section 4.2 through the last day of
employment. To the extent permitted under the applicable benefit plans,
Executive's estate shall also be eligible to receive any benefits which
Executive would have been entitled to receive under the various Company fringe
benefit plans for the twelve months following Executive's death. In addition to
the foregoing, all unvested stock and stock options granted by the Company to
Executive shall immediately vest as of the date of termination.

         6.4 Termination in the Event of a Change in Control.

               (a) In the event Executive's employment with the Company is
terminated by the Company (other than for Cause, disability or death as defined
herein) or by Executive for Good Reason (as defined below) within three (3)
months before or twenty four (24) months following a Change in Control (as
defined below), Executive shall be entitled to the following:

                    (i) All outstanding stock and Options shall immediately
               vest upon the occurrence of a Change in Control; and

                    (ii) the Company shall pay to Executive within fourteen (14)
               days of delivery of a written notice of his termination any and
               all unpaid base salary at the time of termination, any accrued
               but untaken vacation pay, in each case to the extent not yet
               paid, and within 90 days of the current financial year end, the
               pro rata portion of any bonus earned in the year of termination;
               and

                    (iii) the Company shall pay Executive's normal post-
               termination benefits in accordance with the Company's retirement,
               insurance and other benefit plan arrangements (including
               non-qualified deferred compensation plans); and

                    (iv) the Company shall pay to Executive a cash amount equal
               to twenty four (24) months of the Executive's annual base pay
               existing at the time of Executive's termination as to which
               Executive shall have no mitigation obligations; and

                    (v) for twenty four (24) months after Executive's date of
               termination, or such longer period as may be provided by the
               terms of the appropriate plan, program, practice or policy, the
               Company shall continue Executive's health care, dental,
               disability and life insurance benefits on the same basis as
               immediately prior to the date of

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               termination and shall continue the health care benefits for
               Executive's spouse on the same basis; provided, however, that if
               Executive becomes reemployed with another employer during the
               period in which continued benefits are being provided pursuant to
               this Section, the Company shall not be required to continue such
               benefits if Executive is covered by an equivalent benefit by the
               new employer, and

                    (vi) to the extent not otherwise paid or provided, the
               Company shall timely pay or provide to Executive any other
               amounts or benefits required to be paid or provided or which
               Executive is eligible to receive following his termination of
               employment under any plan, program, policy, practice, contract or
               agreement of the Company and its affiliated companies, and

                    (vii) if Executive has served for twelve (12) months or more
               following the Change in Control, and voluntarily elects to
               terminate his service to the Company after such twelve month
               period and such election is not for "Good Reason," the Company
               shall pay Executive his annual base salary then in effect for
               twenty four (24) months in the manner set forth in Section 4.1
               and shall continue Executive's benefits as provided for in
               Section 6.4(a) (v) herein.

               (b) As used herein, "Change in Control" shall occur or be deemed
to occur if any of the following events occur:

                    (i) any sale, lease, exchange or other transfer (in one
               transaction or a series of transactions) of all or substantially
               all of the assets of the Company; or

                    (ii) any consolidation or merger of the Company (including,
               without limitation, a triangular merger) where the shareholders
               of the Company immediately prior to the consolidation or merger,
               would not, immediately after the consolidation or merger,
               beneficially own, directly or indirectly, shares representing in
               the aggregate more than fifty percent (50%) of the combined
               voting power of all the outstanding securities of the corporation
               issuing cash or securities in the consolidation or merger (or of
               its ultimate parent corporation, if any); or

                    (iii) a third person, including a "person" as defined in
               Section 13(d) (3) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act") (but other than (x) the Company, (y)
               any employee benefit plan of the Company, or (z) investors
               purchasing equity securities of the Company pursuant to a
               financing or a series of financings approved by the Board of
               Directors of the Company) becomes the beneficial owner (as
               defined in Rule 13d-3 under the Exchange Act) directly or
               indirectly, of Controlling Securities (as defined below).
               "Controlling Securities" shall mean securities representing 25%
               or more of the total number of votes that may be cast for the
               election of the directors of the Company.

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               (c) As used herein, "Good Reason" means the occurrence, without
Executive's written consent, of any of the events or circumstances set forth in
clauses (i) through (vi) below which relates to the duties or responsibilities
of Executive. Notwithstanding the occurrence of any such event or circumstance,
the sale or other disposition of all or a portion of the Company or its
subsidiaries or joint ventures (regardless of the form of such transaction)
shall not constitute Good Reason nor create an event or circumstance described
below. In addition, notwithstanding the occurrence of any of events enumerated
in clause (i) through (vi), such occurrence shall not be deemed to constitute
Good Reason if, within thirty (30) days after the giving by Executive of notice
of the occurrence or existence of an event or circumstance specified below, such
event or circumstance has been fully corrected and Executive has been reasonably
compensated for any losses or damages resulting therefrom (provided that such
right of correction by the Company shall only apply to the first such notice
given by Executive).

                    (i) the assignment to Executive of duties inconsistent in
               any material respect with Executive's position as Chief Executive
               Officer (including status, offices, titles and reporting
               requirements), authority or responsibilities in effect
               immediately prior to such assignment or any other action or
               omission by the Company which results in a diminution in such
               position, authority or responsibilities; or

                    (ii) a reduction in Executive's annual base salary,
               provided that this clause (ii) shall not apply to any decrease in
               compensation opportunities under annual or long-term compensation
               incentive plans which occurs prior to a Change in Control and
               which applies generally to senior executives of the Company; or

                    (iii) the failure by the Company to (A) continue in effect
               any material compensation or benefit plan or program (including
               without limitation any life insurance, medical, health and
               accident or disability plan and any vacation program or policy)
               in which Executive participates or which is applicable to
               Executive unless an equitable arrangement (embodied in an ongoing
               substitute or alternative plan) has been made with respect to
               such plan or program, or (B) continue Executive'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 level of Executive's participation
               relative to other participants (unless in either the case of A or
               B the discontinuance or reduction of benefit is required by law);
               or

                    (iv) a change by the Company in the location at which
               Executive performs Executive's principal duties for the Company
               to a new location that is (A) outside a radius of 50 miles from
               Executive's principal residence immediately prior to the date on
               which such change occurs or (B) more than 50 miles from the
               location at which Executive performs his principal duties for the
               Company immediately prior to the date on which such change
               occurs; or a requirement by the Company that Executive travel on
               Company business to a substantially greater extent than is
               reasonable for a person in his position with the Company; or

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                    (v) any material breach by the Company of this Agreement; or

                    (vi) the failure of the Company to obtain the written
               agreement, in a form reasonably satisfactory to Executive, from
               any successor to the Company to assume and agree to perform this
               Agreement as required by Section 14.1.

         6.5 Limitation on Benefits.

               (a) It is the intention of Executive and the Company that no
payments made or benefits provided by the Company to or for the benefit of
Executive under this Agreement or any other agreement or plan pursuant to which
Executive is entitled to receive payments or benefits shall be non-deductible to
the Company by reason of the operation of Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), relating to golden parachute payments.

               (b) Notwithstanding the foregoing, in the event it shall be
determined that any payment, award, benefit or distribution by the Company to or
for the benefit of Executive would be subject to the Excise Tax or any
corresponding provisions of state or local tax laws as a result of payment to
Executive, or any interest or penalties are incurred by Executive with respect
to such Excise Tax, then Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by Executive
of all taxes (including any interest or penalties imposed with respect to such
taxes) imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the payments.

     7. Nondisclosure and Noncompetition.

         7.1 Proprietary Information.

               (a) Executive agrees that all information and know-how, whether
or not in writing, of a private, secret or confidential nature concerning the
Company's business or financial affairs (collectively, "Proprietary
Information") is and shall be the exclusive property of the Company. By way of
illustration, but not limitation, Proprietary Information may include
inventions, products, processes, methods, techniques, formulas, compositions,
compounds, projects, developments, plans, research data, clinical data,
financial data, personnel data, computer programs, and customer and supplier
lists. Executive will not disclose any Proprietary Information to others outside
the Company or use the same for any unauthorized purposes without written
approval by an officer of the Company, either during or after his employment,
unless and until such Proprietary Information has become public knowledge
without fault by Executive.

               (b) Executive agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, laboratory notebooks, program listings, or
other written, photographic, or other tangible material containing Proprietary
Information, whether created by Executive or others, which shall come into his
custody or possession, shall be and are the exclusive property of the Company to
be used by Executive only in the performance of his duties for the Company.

               (c) Executive agrees that his obligation not to disclose or use
information, know-how and records of the types set forth in paragraphs (a) and
(b) above,

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also extends to such types of information, know-how, records and
tangible property of subsidiaries and joint ventures of the Company, customers
of the Company or suppliers to the Company or other third parties who may have
disclosed or entrusted the same to the Company or to Executive in the course of
the Company's business.

         7.2 Noncompetition and Nonsolicitation

               (a) During his employment with the Company, Executive shall not,
directly or indirectly, render services of a business, professional or
commercial nature to any other person or entity that competes with the Company's
business, whether for compensation or otherwise, or engage in any business
activities competitive with the Company's business, whether alone, as an
employee, as a partner, or as a shareholder (other than as the holder of not
more than one percent of the combined voting power of the outstanding stock of a
public company), officer or director of any corporation or other business
entity, or as a trustee, fiduciary or in any other similar representative
capacity of any other entity. Notwithstanding the foregoing, the expenditure of
reasonable amounts of time as a member of other companies' Board of Directors
shall not be deemed a breach of this if those activities do not materially
interfere with the services required under this Agreement.

               (b) For a period of two (2) years after the termination of
Executive's employment with the Company for any reason, Executive will not
directly or indirectly, absent the Company's prior written approval, render
services of a business, professional or commercial nature to any other person or
entity relating to dynamic functional imaging (the "Business") in the
geographical area in which the Company does business, whether for compensation
or otherwise.

               (c) For a period of one (1) year after termination of Executive's
employment for any reason, Executive will not recruit solicit or induce, or
attempt to induce, any employee or employees of the Company to terminate their
employment with, or otherwise cease their relationship with, the Company; or

               (d) For a period of two (2) years after termination of
Executive's employment for any reason, Executive will not solicit, divert or
take away, or attempt to divert or to take away, the business or patronage of
any of the clients, customers or accounts, or prospective clients, customers or
accounts of the Company which were contacted, solicited or served by Executive
while employed by the Company.

         7.3 If any restriction set forth in this Section 7 is found by any
court of competent jurisdiction to be unenforceable because it extends for too
long a period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period
of time, range of activities or geographic area as to which it may be
enforceable.

         7.4 The restrictions contained in this Section 7 are necessary for the
protection of the business and goodwill of the Company and are considered by
Executive to be reasonable for such purpose. Executive agrees that any breach of
this Section 7 will cause the Company substantial and irrevocable damage and
therefore, in the event of any such breach, in addition to such other remedies
which may be available, the Company shall have the right to seek specific
performance and injunctive relief.

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         7.5 Executive represents that his performance of all the terms of this
Agreement as an employee of the Company does not and will not breach any (i)
agreement to keep in confidence proprietary information, knowledge or data
acquired by him in confidence or in trust prior to his employment with the
Company or (ii) agreement to refrain from competing, directly or indirectly,
with the business of any previous employer or any other party (excluding
Dynamics Imaging, Inc.).

     8. Indemnification. During and after the Term, the Company shall indemnify
Executive and hold Executive harmless from and against any claim, loss or cause
of action arising from or out of Executive's performance as an officer, director
or employee of the Company or any of its Affiliates or in any other capacity,
including any fiduciary capacity, in which Executive serves at the request of
the Company, to the maximum extent permitted by applicable law and the
Certificate of Incorporation and By-Laws of the Company (as such may be
amended), as the case may be. In addition to the foregoing indemnification
obligation, the Company shall maintain a directors and officers liability
insurance policy during Executive's employment in which adequate liability
coverage is provided to Executive in respect of any claim, loss or cause of
action arising from or out of Executive's performance as an officer, director or
employee of the Company.

     9. Notices. All notices required or permitted under this Agreement shall be
in writing and shall be deemed effective upon (a) a personal delivery, or (b)
deposit in the United States Post Office, by registered or certified mail,
postage prepaid, or (c) by facsimile transmission addressed to Executive at his
address of record or the Company, or at such other place as may from time to
time be designated by either party in writing.

     10. Pronouns. Whenever the context may require, any pronouns used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular forms of nouns and pronouns shall include the plural, and vice
versa.

     11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements and understandings,
whether written or oral relating to the subject matter of this Agreement with
the exception of agreements in respect of Executive's ownership of common stock
of the Company.

     12. Amendment. This Agreement may be amended or modified only by a written
instrument executed by both the Company and Executive.

     13. Governing Law. This Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of New York.

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     14. Successors and Assigns.

         14.1 Assumption by Successors. In the event of any Change in Control,
any successor shall succeed to all of the Company's duties, obligations, rights
and benefits hereunder. The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise and whether or not
after a Change in Control) to all or substantially all of the business or assets
of the Company to assume in writing prior to such succession and to agree to
perform its obligations under this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.

         14.2 Successor Benefits. This Agreement shall be binding upon and inure
to the benefit of both parties and their respective successors and assigns,
including any corporation into which the Company may be merged or which may
succeed to its assets or business, provided, however, that the obligations of
Executive are personal and shall not be assigned by him.

     15. Miscellaneous.

         15.1 No Waiver. No delay or omission by the Company in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

         15.2 Captions. The captions of the sections of this Agreement are for
convenience of reference only and in no way define, limit or affect the scope or
substance of any section of this Agreement.

         15.3 Severability. In case any provision of this Agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.

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

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



                                         LIONS GATE INVESTMENT, LTD.




                                         By: /s/ David H. Clarke
                                             ----------------------------------
                                         David H. Clarke
                                         Board Member


                                         /s/ Michael R. Jorgensen
                                         ---------------------------------------
                                         Michael R. Jorgensen
                                         EVP and Chief Financial Officer



                                         /s/ Phillip C. Thomas
                                         --------------------------------------
                                                  Phillip C. Thomas
                                                     Individually

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