Employment Agreement

Employment Agreement

by H-Entertainment Inc
March 27th, 2001



EMPLOYMENT AGREEMENT

      This Agreement is hereby entered on April 14, 1998  by and between
Ali Rahu ("Employee"); and, Holo-World, Inc., a Delaware corporation
(hereafter referred to as "Employer"), with California offices at
21700 Oxnard Street, Suite 540, Woodland Hills, CA 91367, whose tax
identification number is 95-4618184

RECITALS

      Employee and the Employer desire to enter this Agreement to
establish the working relationship between the parties and set forth
the terms and conditions of employment during the term hereof.

AGREEMENT


      1.    Duties and Authority:  Employee shall be generally responsible
as Vice President of Development of the Company.

            Employee agrees that he shall maintain and meet those duties
      normally accorded a Vice President of Development of a corporation
      and shall loyally and conscientiously act in good faith to perform
      such duties as may be assigned to him by the Board of Directors of
      the Company.

            Employee hereby agrees that his services to be performed are
      unique, unusual and extraordinary in nature, which gives them a
      particular value, the loss of which may not be easily ascertained
      in an action at law.  Therefore, Employee agrees that the Company
      may seek all redress against Employee for breach of this Agreement.

      2.      a.    Title:      Vice President of Human Resources/
      Special Projects.


Term:  The term of this Agreement shall be for one (1) year up to and
including April 1st 1999 automatically renewed for successive one year
periods unless earlier terminated hereunder.


      3.      Compensation:

a.      Base Salary:  During first year of term:  $54,000 payable in 15-day
installments over the Term on Employer's regular pay day.  Employee
authorizes Employer to withhold from Base Salary any earnings that are
required by law for federal or state income tax, Social Security and/or
Medicare withholdings.

b.      Discretionary Bonus:  During the Term of this Agreement, Employee
shall be eligible to receive an annual discretionary bonus based upon
Employee's and Employer's performance for each year of term hereof.  Said
discretionary bonus shall be determined by the Board of Directors of the
Company, exclusive of Employee, or any Compensation Committee so
designated by Employer.

c.      Stock Bonus:  Employee shall be eligible to receive Twenty Five
Thousand (25,000) restricted shares of common stock of Holo-World, Inc.,
vested and issued, after one (1) year of continuous, full-time employment
hereunder.

d.      Employee shall be entitled to 2 weeks of vacation per contract year
during the Term hereof.

e.      Employee shall be reimbursed for all reasonable business expenses
incurred by Employee for Employer, which specifically include the following:


(1)      Employee shall receive a monthly automobile allowance for each
month during the Term in an amount not to exceed three hundred ($300)
dollars per month unless approved in writing in advance by the Board of
Directors.

(2)      Employee shall be provided a parking space at Employer's place of
business, payable by Employer, said parking space shall be equal in all
respects to parking spaces provided to other officers of the Employer or to
other key executives of Employer.

(3)      Employee shall receive a monthly allowance for the purchase and
operation of a cellular phone for business purposes for each month during
the Term in an amount not to exceed one hundred ($100) dollars per month
unless approved in writing in advance by the Board of Directors.

(4)      Any other expenses not expressly mentioned hereinbefore shall only
be reimbursed if Employee obtains prior written approval by either the C.O.O.
and the Corporate Controller, collectively, or the C.E.O. of Employer.


      4.      Termination:

a.      Death.  If Employee dies during the Term hereof, this Agreement
shall terminate and thereafter Employer shall have no liability or
obligation to Employee, his  heirs, personal representatives, assigns
or any other person claiming under or through him except for unpaid
salary and benefits accrued to the date of his death.

Cause.  Upon the occurrence of any of the following events, this Agree
mentmay be terminated for cause by Employer giving written notice of
termination to Employee, such termination to be effective upon the date
specified in such notice:

(i)      Employee's inability by reason of mental or physical condition
to perform substantially all of his duties and responsibilities here under
for a continuous period of six (6) months or more, or for any aggregate
period of nine (9) months or more in any twelve-month period whether or
not continuous. In the event of a dispute as to the existence of any
such disability, Employee agrees to submit to medical, psychological or
psychiatric examinations conducted by physicians, psychologists or
psychiatrists, selected by mutual agreement of Employee and Employer,
and to be bound by any determination made by such physicians,
psychologists and/or psychiatrists;

Employee's material breach of any of the terms or conditions of this
Agreement; or

(iii)      Employee's dishonesty relating to his employment, material
neglect of Employer's business, or misappropriation of funds.

c.      Termination Other Than For Cause By Employer.  Employer may
terminate this Agreement at any time during the Employment Term by
giving Employee thirty (30) days' written notice of termination.  If this
Agreement is terminated by Employer without cause, then the Employer is
obligated and agrees to pay Employee salary, bonus and other benefits
hereunder for a period of one (1) month after termination at the rate last
paid to Employee hereunder.

d.      Voluntary Termination by Employee.  Employee may terminate this
Agreement for any reason after the end of the second year of the
Employment Term by giving Employer at least 30 days' written notice of
termination.

e.      Automatic Renewals: Unless the Employer terminates this Agreement
prior to or upon the conclusion of the Term,  this Agreement shall
automatically renew for an unlimited number of additional one (1) year
terms beginning on the day after the last day of the Term hereof.

5.      Insurance:  Employee shall be covered by the same health insur
ancecoverage, including dental insurance, and/or reimbursement, which
is provided to other executive officers of the Employer or to other key
executives or regular employees of Employer.  Employee shall be accorded
with life insurance coverage, comparable to that afforded to key
executives of Employer.

Services: Employee shall render non-exclusive services to Employer during
the Term unless given approval by a majority of the Board of Directors to
engage in other business services for entities or individuals other than
the Company.

Arbitration/Attorney's Fees:  Any disputes arising under this Employment
Agreement shall be resolved by arbitration in Los Angeles, California in
accordance with the rules of the American Arbitration Association in Los
Angeles, California.  Both parties shall be entitled to engage in all
forms of discovery as permitted by the California Civil Code.  The
prevailing party shall be entitled to recover the costs of arbitration
unless otherwise determined by the arbitrator and shall be entitled to
reasonable attorneys' fees as determined by the arbitrator.
The arbitrator shall be familiar with the multimedia industry.

8.      Press Release:  The parties agree to announce Employee's engagemen
hereunder, if elected by the Employer, with a press release mutually approved
by the parties hereto.

9.      Entire Agreement And Modification.  This Agreement constitutes
and ontains the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence,
understandings and agreements between the parties respecting the subject
matter hereof.

10.      Notice. 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 delivered by hand, sent
by recognized overnight delivery service such as Federal Express, or mailed
by registered or certified mail, return receipt requested, and shall be
deemed to be effective on the date delivered by hand, sent by recognized
overnight delivery service such as Federal Express, or mailed, as follows
(provided that notice of change of address shall be deemed given only when
received): If to Employer, at Employer's address provided on the first page
of this Agreement; if to Employee, at Employee's address provided on the
first page of this Agreement; or to such other names or addresses as Employer
or Employee, as the case may be, shall designate by notice to the other party
in the manner specified in this Section.

11.      Miscellaneous:  This Agreement shall be construed in accordance with
the laws of the State of  California.  No waiver of one provision hereof shall
constitute a waiver of any other provisions.  Each provision herein shall be
interpreted in such a manner as to be valid under applicable law.  If any
provision of this Agreement is rendered unenforceable, it shall be deemed
separable from, and shall in no way effect the validity of, the remaining
provisions of this Agreement. This Agreement shall inure to the benefit of
all assigns hereto, including assigns of the Employee.


                          /s/ Ali Rahu
                              --------
                              Ali Rahu, ("Employee")


                        For Employer:


                      By: /s/ Syed Z. Haider
                              --------------
                              Syed Z. Haider, President
                              Holo-World, Inc.