DIAMOND ENTERTAINMENT CORP, S-8, 1997-09-15

DIAMOND ENTERTAINMENT CORP
S-8, 1997-09-15
MOTION PICTURE & VIDEO TAPE DISTRIBUTION

Previous: ILM SENIOR LIVING INC, 8-K, 1997-09-15

Next: ALLIED WASTE INDUSTRIES INC, S-4, 1997-09-15

<PAGE>

As Filed with the Securities and Exchange Commission on
September 15, 1997

Registration No. 333-

- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------

DIAMOND ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)

----------

New Jersey 22-2748019
(State or other juris- (I.R.S. Employer
diction of incorpora- identification
tion or organization) number)

16818 Marquardt Avenue
Cerritos, California 90703
(Address of Principal (Zip Code)
Executive Offices)

- --------------------------------------------------------------------------------
Consulting Agreement between the Corporation and Bruce W. Barren and the
EMCO/Hanover Group, Inc. dated August 25, 1997

Consulting Agreement between the Corporation and
George Furla dated August 25, 1997

Consulting Agreement between the Corporation and
Peter Benz dated August 25, 1997

Consulting Agreement between the Corporation and
Al Davis dated August 25, 1997

Consulting Agreement between the Corporation and
Murray Scott dated August 25, 1997

Amended Employment Agreement between the Corporation and
James K.T. Lu dated September 1, 1997

Amended Employment Agreement between the Corporation and
Jeffrey I. Schillen dated September 1, 1997

Employment Agreements between the Corporation and various Key Employees

JAMES K.T. LU
PRESIDENT
DIAMOND ENTERTAINMENT CORPORATION
16818 MARQUARDT AVENUE
CERRITOS, CALIFORNIA 90703
(562) 921-3999
(Name, address and telephone
number, including area code,
of agent for service)

----------

COPIES TO:
Steven Wasserman, Esq.
Bernstein & Wasserman
950 Third Avenue
New York, New York 10022
(212) 826-0730

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box:

<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered(1) Share price fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Warrants (2) 7,849,523 -- -- --

Common Stock, 7,849,523 shares $ .10(3) $784,952.30 $ 237.84
no par value,
underlying warrants

Common Stock, 4,550,000 shares $ .09(4) $409,500 $ 124.09
no par value

- ----------
TOTAL 12,399,523 shares -- $1,194,452.30 $ 361.92
</TABLE>

- ----------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended ("Securities Act"), this registration statement also covers an
indeterminate number of shares as may be required by reason of any stock
dividend, recapitalization, stock split, reorganization, merger,
consolidation, combination or exchange of shares or other similar change
affecting the stock.

(2) Warrants are exercisable at $.10 per share.

(3) The proposed maximum offering price per share is based upon the designated
exercise price as stated in the appropriate agreements under which the
warrants were granted.

(4) Calculated pursuant to Rule 457(h). Based on the average bid and asked
price for the Common Stock as of September 8, 1997.

<PAGE>

PART I

Item 1. Plan Information

Item 2. Registrant Information and Employee Plan Annual Information

The document(s) containing the information specified in this Part I will be
sent or given to participants in the Plan to which this Registration Statement
relates, as specified by Rule 428(b) promulgated under the Securities Act of
1933, as amended, and are not filed as part of this Registration Statement.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference

The following documents or portions thereof, as filed with the Securities
and Exchange Commission by Diamond Entertainment Corporation, a New Jersey
Corporation (the "Corporation"), are incorporated herein by reference:

(1) Annual Report on Form 10-KSB for the year ended March 31, 1997.

(2) Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1997.

(3) The description of the Common Stock, no par value per share ("Common
Stock"), of the Corporation contained in the Corporation registration statement
filed under Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description.

All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
subsequent to the effective date of this Registration Statement and prior to the
filing of a post-effective amendment which indicate that all securities offered
have been sold or which registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to be
part thereof from the date of filing such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

II-1

<PAGE>

Item 4. Description of Securities.

Common Stock

The Company is authorized to issue up to 100,000,000 shares of Common
Stock, of which 17,861,864 shares were issued and outstanding as of August 20,
1997. The Company held its annual meeting of shareholders on August 23, 1996 at
which time an amendment to the Company's certificate of incorporation to
increase the authorized shares of Common Stock was approved. All of the issued
and outstanding shares of Common Stock are fully paid, validly issued and
non-assessable.

Subject to the rights of holders of Preferred Stock, if any, holders of
shares of Common Stock of the Company are entitled to share equally on a per
share basis in such dividends as may be declared by the Board of Directors out
of funds legally available therefor. There are presently no plans to pay
dividends with respect to the shares of Common Stock. See "Dividend Policy."
Upon liquidation, dissolution or winding up of the Company, after payment of
creditors and the holders of any senior securities of the Company, including
Preferred Stock, if any, the assets of the Company will be divided pro rata on a
per share basis among the holders of the shares of Common Stock. The Common
Stock is not subject to any liability for further assessments. There are no
conversion or redemption privileges nor any sinking fund provisions with respect
to the Common Stock and the Common Stock is not subject to call. The holders of
Common Stock do not have any preemptive or other subscription rights.

Holders of shares of Common Stock are entitled to cast one vote for each
share held at all stockholders' meetings for all purposes, including the
election of directors. The Common Stock does not have cumulative voting rights.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Section 14A:3-5 of the New Jersey Business Corporation Act (the "Statute")
empowers a corporation as follows:

"Any corporation organized for any purpose under any general or special law
of this State shall have the power to indemnify a corporate agent against his
expense and liabilities in connection with any proceeding involving the
corporate agent by reason of his being or having been such a corporate agent,
other than a proceeding by or in the right of the corporation, if (a) such
corporate agent acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation; and (b) with respect
to any criminal proceeding, such corporate agent had no reasonable cause to
believe his conduct was unlawful. The

II-2

<PAGE>

termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that such corporate agent did not meet the applicable standards of
conduct set forth elsewhere in this Statute.

Certificate of Incorporation

The Company's Certificate of Incorporation provides that the Company shall
indemnify those persons entitled to be indemnified, to the fullest extent
permitted by Section 14 A:3-5 of the Statute.

Commission Policy

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling the Company, the Company
has been informed that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed

None applicable

Item 8. Exhibits

The following is a complete list of exhibits filed as a part of this
registration statement:

Exhibit No. Document

4.1 Certificate of Incorporation of the Corporation, as amended
(Incorporated by reference to Corporation's Registration
Statement on Form S-18 Registration No.33-33997)

4.2 By-Laws of the Corporation, as amended (Incorporated by reference
to the Corporation's Registration Statement on Form S-18
Registration No.33- 33997).

5.1 Opinion of Bernstein & Wasserman, LLP.

10.1 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Bruce W. Barren and The EMCO/Hanover Group, Inc.

II-3

<PAGE>

10.2 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Peter Benz.

10.3 Consulting Agreement dated as of August 25, 1997 between the
Corporation and George Furla.

10.4 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Al Davis.

10.5 Amended Employment Agreement dated as of September 1, 1997
between the Corporation and James K.T. Lu.

10.6 Amended Employment Agreement dated as of September 1, 1997
between the Corporation and Jeffrey I. Schillen.

10.7 Employment Agreements dated as of September 1, 1997 between the
Corporation and various key employees.

10.8 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Murray Scott.

23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit 5.1).

23.2 Consent of Moore Stephens, P.C.

Item 9. Undertakings

A. The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

II-4

<PAGE>

provided, however, the paragraphs (1)(i) and (1)(ii) do not apply if the
information is required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the registration statement;

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time be deemed to be the initial bona fide
offering thereof; and;

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable, In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding, is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-4

<PAGE>
SIGNATURE

Pursuant to the requirement of the Securities Act of 1933, as amended, the
Registrant, certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cerritos, California, on the 15 day of September, 1997.

DIAMOND ENTERTAINMENT CORP.

By: /s/ James. K.T. Lu
-----------------------------------
James K.T. Lu
Chairman of the Board, Chief
Executive Officer; President;
Secretary and Director

By: /s/ Thomas Sung
-----------------------------------
Thomas Sung
Principal Financial Officer and
Treasurer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----

<S> <C> <C>
/s/ James K.T. Lu Chairman of the Board September 15, 1997
- ------------------------ Chief Executive Officer; President;
James K.T. Lu Secretary and Director

/s/ Jeffrey I. Schillen Executive Vice President Sales September 15, 1997
- ------------------------ and Marketing and Director
Jeffrey I. Schillen

Director September ___, 1997
- ------------------------
Murray T. Scott
</TABLE>

II-5

<PAGE>

DIAMOND ENTERTAINMENT CORPORATION

EXHIBITS

REGISTRATION STATEMENT ON FORM S-8

II-6

<PAGE>

INDEX TO EXHIBITS

Exhibit No. Document

4.1 Certificate of Incorporation of the Corporation, as amended
(Incorporated by reference to Corporation's Registration
Statement on Form S-18 Registration No.33-33997)

4.2 By-Laws of the Corporation, as amended (Incorporated by
reference to the Corporation's Registration Statement on
Form S-18 Registration No.33- 33997).

5.1 Opinion of Bernstein & Wasserman, LLP.

10.1 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Bruce W. Barren and The EMCO/Hanover Group,
Inc.

10.2 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Peter Benz.

10.3 Consulting Agreement dated as of August 25, 1997 between the
Corporation and George Furla.

10.4 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Al Davis.

10.5 Amended Employment Agreement dated as of September 1, 1997
between the Corporation and James K.T. Lu.

10.6 Amended Employment Agreement dated as of September 1, 1997
between the Corporation and Jeffrey I. Schillen.

10.7 Employment Agreements dated as of September 1, 1997 between
the Corporation and various key employees.

10.8 Consulting Agreement dated as of August 25, 1997 between the
Corporation and Murray Scott.

II-7

<PAGE>

23.1 Consent of Bernstein & Wasserman, LLP (included in Exhibit
5.1).

23.2 Consent of Moore Stephens, P.C.

II-8

<PAGE>

Exhibit 5.1

Opinion of Bernstein & Wasserman, LLP.

<PAGE>

September 15, 1997

Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, California 90703

Ladies and Gentlemen:

We have acted as counsel for Diamond Entertainment Corporation, a New
Jersey corporation ("Company"), in connection with a Registration Statement on
Form S-8 ("Registration Statement") being filed contemporaneously herewith by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), covering 4,550,000 shares of the
Company's Common Stock, no par value (the "Shares"), 7,849,523 Class A Warrants,
each warrant exercisable to purchase one Share (the "Warrants"), such 7,849,529
Shares underlying the Warrants, heretofore granted pursuant to Consulting
Agreements, dated August 25, 1997, between the Company and Bruce W. Barren and
EMCO/ Hanover Group, Inc.; dated August 25, 1997 between the Company and George
Furla; dated August 25, 1997 between the Company and Peter Benz; dated August
25, 1997 between the Company and Al Davis; and dated August 25, 1997 between the
Company and Murray Scott; and pursuant to Amended Employment Agreements dated
September 1, 1997; between the Company and James K.T. Lu; and dated September 1,
1997 between the Company and Jeffrey I. Schillen; and pursuant to Employment
Agreements dated September 1, 1997 between the Company and various key
employees.

In that connection, we have examined the Certificate of Incorporation, as
amended, and the By-Laws of the Company, the Registration Statement, the
Consulting Agreements, dated August 25, 1997, between the Company and Bruce W.
Barren and EMCO/ Hanover Group, Inc.; dated August 25, 1997 between the Company
and George Furla; dated August 25, 1997 between the Company and Peter Benz;
dated August 25, 1997 between the Company and Al Davis; and dated August 25,
1997 between the Company and Murray Scott; and pursuant to Amended Employment
Agreements dated September 1, 1997 between the Company and James K.T. Lu; and
dated September 1, 1997 between

<PAGE>

the Company and Jeffrey I. Schillen; and pursuant to Employment Agreements dated
September 1, 1997 between the Company and various key employees, the corporate
proceedings of the Company relating to the issuance of the Shares, the Warrants
and the Shares underlying the Warrants and such other
instruments and documents as we have deemed relevant under the circumstances.

In making the aforesaid examinations, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies. We have also assumed that the corporate

records of the Company include all corporate proceedings taken by the Company to
date.

Based upon and subject to the foregoing, we are of the opinion the Shares
and the Shares underlying the Warrants when issued in accordance with the terms
of the Consulting Agreements, the Employment Agreements and the Amended
Employment Agreements are duly and validly authorized and issued and fully paid
and non-assessable.

We hereby consent to the use of this opinion as herein set forth as an
exhibit to the Registration Statement.

Very truly yours,

BERNSTEIN & WASSERMAN, LLP

<PAGE>

Exhibit 10.1

Consulting Agreement dated as of August 25, 1997 between the Corporation and
Bruce W. Barren and The EMCO/Hanover Group, Inc.

<PAGE>

LETTERHEAD OF EMCO HANOVER

August 25, 1997

Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, CA 90703

Attn: Mr. James Lu,
President

Dear Mr. Lu:

Following our meeting this morning, the EMCO/Hanover Group, Inc.
("EMCO/Hanover") will begin immediately, in a financial advisory capacity, to
assist Diamond Entertainment Corporation ("Diamond" or the Company) in five
specific area. These will include: (1) refinancing of the Company's present
working of capital facility, currently at C.I.T. Financial; (2) accounts payable
restructuring, if appropriate; (3) the disposition of certain real estate
holding; (4) investor relations; and (5) potential merger/acquisition
candidate(s) (collectively defined as the "Assignment"). The period of this
Assignment will be six months.

For compensation, EMCO/Hanover will require a professional fee of
$7,500--payable at $2,500 per week per the attached over the ensuing three week
period. All out-of-pocket expenses incurred by EMCO/Hanover will be the
Company's liability, payable in full at the time of invoice submission. In
addition, EMCO/Hanover will receive a two percent cash fee on any refinancing
based on actual Funding Commitment (defined as not the dollars drawn down but
the actual commitment of funds made available to the Company), payable in full
at the time of the actual funding thereto. Further EMCO/Hanover (or its
designee) will receive a five percent, non-dilutive equity interest ("Right") in
Diamond, to be fully registered under a S-8 registration statement to be filed
immediately. Such non-dilutive Right will for a period of six months. In the
event that EMCO/Hanover introduces a merger/acquisition candidate and a
transaction is subsequently concluded, EMCO/Hanover will also be entitled to
five percent (5%), in kind fee, based on the transaction value (defined as all
elements of the transactions including earn-outs and incentives) involved.

<PAGE>

Assigned to this project will be only the undersigned, whose professional
profile is included under EMCO/Hanover's Website (www.emcohanover.com).

We trust that this outlines that which we discussed.

Cordially,

The EMCO/Hanover Group, Inc.

/s/ Bruce W. Barren

Bruce W. Barren

<PAGE>

Exhibit 10.2

Consulting Agreement dated as of August 25, 1997 between the
Corporation and Peter Benz.

<PAGE>
CONSULTING AGREEMENT

AGREEMENT entered into as of the 25th Day of August, between Diamond
Entertainment Corporation, a New Jersey corporation (the "Company"), and Peter
Benz ("Consultant").

WHEREAS, the Company desires that Consultant provide consulting services to
the Company pursuant hereto and Consultant is agreeable to providing such
services.

NOW THEREFORE, In consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

1. For a period of two year from the date hereof (the "Consulting Period"),
Consultant shall serve as a consultant to the Company on matters pertaining to
the restructuring and design of the Company's operations and long term strategic
plan, including, but not limited to the development of new products, acquisition
of new products, merger and acquisition of companies and marketing strategies.
Consultant's services shall include consultation with, and advice to, directors
and officers of the Company.

2. During the Consulting Period, the Company shall be entitled to
Consultant's services for reasonable times when and to the extent requested by,
and subject to the direction of the Chairman and Chief Executive Officer of the
Company.

3. Consultant's services shall be rendered from his office, unless by
mutual agreement from time to time arrangements are made for those services to
be rendered elsewhere. Reasonable travel and living expenses, approved in
advance by the Company, necessarily incurred by Consultant to render services at
locations other than his office shall be reimbursed by the Company promptly upon
receipt of proper statements with regard to the nature and amount of those
expenses. Those statements shall be furnished to the Company monthly at the end
of each calendar month of the Consulting Period during which any of those
expenses are incurred.

4. In consideration of Consultant's entering into this Agreement, the
Company has agreed to issue to Consultant warrants (the "Warrants") on August
25, 1997 at an exercise price of $0.10 per share expiring August 24, 1999 to
purchase 700,000 shares of the Company's Common Stock.

The Company intends to register the Warrants with the Securities and
Exchange Commission as soon as possible on a Form S-8, subject to appropriate
clearance from the Company's Accountants and Attorneys.

5. Consultant agrees that he will not, without the Company's consent,
disclose to anyone any trade secrets of the Company or any confidential or
non-public information relating to the Company's business, operations or
prospects.

<PAGE>

6. Consultant acknowledges that it would be he extremely difficult, if not
impossible, to measure accurately the damages to the Company from any breach by
Consultant of Section 5 of this Agreement, and that the injury to the Company
from any such breach would be incalculable in irremediable. Accordingly,
Consultant agrees that upon any breach of Section 5 of this Agreement, the
Company's remedy at law would be inadequate and the Company shall be entitled as
a matter of right to institute legal proceedings in any court of competent
jurisdiction and receive an injunction restraining the further and continued
breach of Section 5 of this Agreement and recovery of all damages to the Company
incurred, by reason of conducting the activity in violation of Section 5 of this
Agreement.

7. In any legal or equitable action brought with respect to this Agreement
(including, but not limited to, suit for injunctive relief for a breach of the
terms and provisions of Section 5 of this Agreement), the prevailing party shall
be entitled to recover all of its reasonable attorney's fees and costs in
connection therewith at all levels.

8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective legal representatives and to any successor to
the Company, which successor shall be deemed substituted for the Company under
the terms of this Agreement.

9. Any notice, request, instruction, legal process or other document to be
given hereunder shall be in writing and shall be delivered personally, against
receipt, by fax or by registered or certified mail, return receipt requested as
set forth below

If to Consultant:

Peter Benz
c/o Bi Coastal Consulting Corp.
543 Virginia Avenue
San Mateo, CA 94402
Fax No.: (415) 340-1074

If to the Company:
James Lu
President and Chief Executive Officer
Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, CA 90703
Fax No.: (310) 921-3993

10. This instrument contains the entire agreement between the parties
hereto with respect to the provision of consulting services by Consultant.

<PAGE>

11. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

12. The invalidity of unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"Company"
DIAMOND ENTERTAINMENT CORPORATION

/s/ James Lu
- -------------------------------------
James Lu
President and Chief Executive Officer

"Consultant"

/s/ Peter Benz
- --------------------------------------
Peter Benz

<PAGE>
Exhibit 10.3

Consulting Agreement dated as of August 25, 1997 between
the Corporation and George Furla.

<PAGE>
CONSULTING AGREEMENT

AGREEMENT entered into as of the 25 day of August 1997, between Diamond
Entertainment Corporation, a New Jersey corporation (the "Company"), and George
Furla ("Consultant").

WHEREAS, the Company desires that Consultant provide consulting services to
the Company pursuant hereto and Consultant is agreeable to providing such
services.

NOW THEREFORE, In consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

1. For a period of two year from the date hereof (the "Consulting Period"),
Consultant shall serve as a consultant to the Company on matters pertaining to
the restructuring, and design of the Company's operations and long term
strategic plan, including, but not limited to the development of new products,
acquisition of new products, merger and acquisition of companies and marketing
strategies. Consultant's services shall include consultation with, and advice
to, directors and officers of the Company.

<PAGE>

6. Consultant acknowledges that it would be extremely difficult, if not
impossible, to measure accurately the damages to the Company from any breach by
Consultant of Section 5 of this Agreement, and that the injury to the Company
from any such breach would be incalculable in irremediable. Accordingly,
Consultant agrees that upon any breach of Section 5 of this Agreement, the
Company's remedy at law would be inadequate and the Company shall be entitled as
a matter of right to institute legal proceedings in any court of competent
jurisdiction and receive an injunction restraining the further and continued
breach of Section 5 of this Agreement and recovery of all damages to the Company
incurred, by reason of conducting the activity in violation of Section 5 of this
Agreement.

If to Consultant:

George Furla
12166 Olympic Blvd.,
Los Angeles, CA 90064
Fax No.: ( )

If to the Company:
James Lu
President and Chief Executive Officer
Diamond Entertainment Corporation
16818 Marquardt Avenue.,
Cerritos, CA 90703
Fax No.: (310) 921-3993

10. This instrument contains the entire agreement between the parties
hereto with respect to the provision of consulting services by Consultant.

<PAGE>

11. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

12. The invalidity of unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"Company"
DIAMOND ENTERTAINMENT CORPORATION

/s/ James Lu
- -------------------------------------
James Lu
President and Chief Executive Officer

"Consultant"

/s/ George Furla
- --------------------------------------
George Furla

<PAGE>
Exhibit 10.4

Consulting Agreement dated as of August 25, 1997 between
the Corporation and Al Davis.

<PAGE>

CONSULTING AGREEMENT

AGREEMENT entered into as of the 25 day of August 1997, between Diamond
Entertainment Corporation, a New Jersey corporation (the "Company"), and Al
Davis ("Consultant").

WHEREAS, the Company desires that Consultant provide consulting services to
the Company pursuant hereto and Consultant is agreeable to providing such
services.

NOW THEREFORE, In consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

<PAGE>

If to Consultant:

Al Davis
c/o Bi Coastal Consulting Corp.
543 Virginia Avenue
San Mateo, CA 94402
Fax No.: (415) 340-1074

If to the Company:
James Lu
President and Chief Executive Officer
Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, CA 90703
Fax No.: (310) 921-3993

10. This instrument contains the entire agreement between the parties
hereto with respect to the provision of consulting services by Consultant.

2
<PAGE>

11. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

12. The invalidity of unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"Company"
DIAMOND ENTERTAINMENT CORPORATION

/s/ James Lu 8/27/97
- -------------------------------------
James Lu
President and Chief Executive Officer

"Consultant"

/s/ Al Davis
- --------------------------------------
Al Davis

<PAGE>

Exhibit 10.5

Amended Employment Agreement dated as of September 1, 1997 between
the Corporation and James K.T. Lu.

<PAGE>

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No.1 dated as of September 1, 1997 to that certain
Employment Agreement (this "Amendment"), dated as of January 1, 1991, by and
between DIAMOND ENTERTAINMENT CORPORATION (f/k/a ATI MARK V PRODUCTS, INC.), a
California corporation (the "Corporation"), and JAMES LU (the "Employee").

W I T N E S S E T H :

WHEREAS, the Corporation and the Employee entered into that certain
Employment Agreement dated as of January 1, 1991 (the "Agreement"); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to
effect the changes provided for herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

1. Effective as of the date hereof, the Agreement is hereby amended by
deleting the portion (a) of Section 3 and replacing it with the following:

(a) as consideration for Employee's agreement to defer 90% of his
salary of $150,000 per annum, until further notice, the latest being
March 31, 1998, the Company hereby agrees to grant to the Employee (i)
3,000,000 shares of Company common stock, which shall vest in equally
on a quarterly basis during the fiscal year 1997; and (ii) 3,000,000
warrants to purchase 3,000,000 shares of Company common stock at a
purchase price of $.10 per share, exercisable over a two year period
begining on the vesting date, which shall be the last day of fiscal
year 1997;

2. This Amendment shall be governed by and construed in accordance with the
laws of the State of California, without regard to principles of conflicts of
law.

3. Except as otherwise specifically set forth herein, all of the terms and
provisions of the Existing Agreement shall remain in full force and effect.

<PAGE>

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

DIAMOND ENTERTAINMENT CORPORATION

By: /s/ Thomas Sung
-----------------------------
Name: Thomas Sung
Title: Treasurer

/s/ James Lu
-----------------------------
James Lu

<PAGE>
Exhibit 10.6

Amended Employment Agreement dated as of September 1, 1997 between
the Corporation and Jeffrey I. Schillen.

<PAGE>
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 dated as of September 1, 1997 to that certain
Employment Agreement (this "Amendment"), dated as of August 16, 1991, by and
between DIAMOND ENTERTAINMENT CORPORATION (f/k/a ATI MARK V PRODUCTS, INC.), a
California corporation (the "Corporation"), and JEFFEREY I. SCHILLEN (the
"Employee").

W I T N E S S E T H :

WHEREAS, the Corporation and the Employee entered into that certain
Employment Agreement dated as of August 16, 1991 (the "Agreement"); and

WHEREAS, the Corporation and the Employee desire to amend the Agreement to
effect the changes provided for herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

1. Effective as of the date hereof, the Agreement is hereby amended by
deleting the portion (a) of Section 3 and replacing it with the following:

(a) as consideration for Employee's agreement to defer 90% of his 1997
salary of $90,000 per annum, until further notice, the latest being
March 31, 1998, the Company hereby agrees to grant to the Employee (i)
750,000 shares of Company common stock, which shall vest in equally on
a quarterly basis during the fiscal year 1997; and (ii) 750,000
warrants to purchase 750,000 shares of Company common stock at a
purchase price of $.10 per share, exercisable over a two year period
begining on the vesting date, which shall be the last day of fiscal
year 1997;

2. This Amendment shall be governed by and construed in accordance with the
laws of the State of California, without regard to principles of conflicts of
law.

3. Except as otherwise specifically set forth herein, all of the terms and
provisions of the Existing Agreement shall remain in full force and effect.

<PAGE>

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

DIAMOND ENTERTAINMENT CORPORATION

By: /s/ James Lu
-----------------------------------
Name: James Lu
Title: President

/s/ Jefferey Schillen
-----------------------------------
James Lu

<PAGE>

Exhibit 10.7

Employment Agreements dated as of September 1, 1997 between the Corporation
and various Key Employees.

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Jay L. Schwimer ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as National
Sales Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of National
Sales Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 1, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

Employee warrants that there are no agreements or arrangements, whether
written or oral, in effect which would prevent Employee from rendering exclusive
services to the Employer during the term of this Agreement hereof, and Employee
warrants that he/she has not made and will not make any commitment or do any
act in conflict with this Agreement.

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$2,254.27. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled. If shares are given as satisfaction of past due obligation,
then the value of such shares will be the amount equal to the net value of such
shares on a public sale.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in

Employer's Employee handbook, as well as other business expenses his position
necessitates.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(c) Upon thiry day written notice to Employee, if Employer shall cease
conducting its business, take any action looking forward its dissolution or
liquidation, or be subject of any state insolvency proceeding;

(d) Upon thirty day written notice to Employee, upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

Any information acquired by Employee during his/her performance of this
Agreement shall be regarded as confidential and solely for the benefit of
Employer. Employee shall not use or disclose such information either directly or
indirectly during the term of the Agreement or at any time thereafter. All
documents prepared by Employee and confidential information given to Employee
in the course of his/her Employment hereunder shall be the exclusive property
of Employer.

8. Non-Competition.

In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, solicit or divert customers of
Employer. However, this Section shall not apply to the situation where a

customer comes to Employee by his or her own will and without Employee's direct
or indirect solicitation or encouragement.

9. Entire Agreement

This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire
agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.

<PAGE>

10. Notices

Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of
competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.

3
<PAGE>

14. Attorney's Fees

Should action be filed to enforce any or all of the terms of this
Agreement, or to declare any rights, duties and obligations hereunder, the
prevailing party shall be awarded his costs of suit including reasonable
attorney's fees to be fixed by the Court.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 8th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Jay Schwimer

By: /s/ James Lu /s/ Jay Schwimer
---------------------------------- ----------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Thomas Tsau Derh Sung ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as
Controller, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Controller
of Employer and Employee agrees to accept such employment. Such employment
commenced on September 01, 1997, and shall continue from such date unless
terminated in accordance with paragraph 5 herein. This agreement may be extended
on yearly basis so long as such extension is agreed to in writing by both
parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,680.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

This Agreement supersedes all prior agreements between the parties
concerning the subject matter hereof and this Agreement constitutes the entire

agreement between the parties. This Agreement may be amended only with a written
instrument duly executed by each party. No waiver by any party of any breach of
this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.

<PAGE>

10. Notices

11. Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted and excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators

who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 5th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Thomas Tsau Derh Sung

By: /s/ James Lu /s/ Thomas Tsau Derh Sung
---------------------------------- ----------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Katie Ping Sum Yu ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Accounting
Director, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Accounting
Director of Employer and Employee agrees to accept such employment. Such
employment commenced on september 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,320.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

<PAGE>

10. Notices

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three

arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Katie Ping Sum Yu

By: /s/ James Lu /s/ Katie Ping Sum Yu
---------------------------------- ---------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Heman Kuo-Kang Lu ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as
Warehouse Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Warehouse
Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

this Agreement shall be deemed to be a waiver of any preceding or succeeding
breach.

<PAGE>

10. Notices

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within then (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three

arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Heman Kuo-Kang Lu

By: /s/ James Lu /s/ Heman Kuo-Kang Lu
---------------------------------- ----------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Kristine H. Truong ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Assistant
to President, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Assistant to
President of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,400.00. Employer at its sole discretion and purely on a subjective basis may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

<PAGE>

10. Notices

Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman of the Board of Directors of Employer.

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed be the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within then (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted and excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

If any provision of this agreement is declared or found to be illegal,
unenforceable or void by any administrative agency, regulatory body, or court of

competent jurisdiction, such finding shall not affect the remaining provisions
of this Agreement, and all other provisions hereof shall remain in full force
and effect.

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Kristine H. Truong

By: /s/ James Lu /s/ Kristine H. Truong
---------------------------------- ----------------------------------
James Lu Kristine H. Truong

Title: President

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Vinh Truong ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Accounts
Receivable Manager, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Accounts
Receivable Manager of Employer and Employee agrees to accept such employment.
Such employment commenced on September 01, 1997, and shall continue from such
date unless terminated in accordance with paragraph 5 herein. This agreement may
be extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,040.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

<PAGE>

10. Notices

Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall by governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 4th of September, 1997

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Vinh Truong

By: /s/ James Lu /s/ Vinh Truong
-------------------------------- ----------------------------------
James Lu Vinh Truong

Title: President
----------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Manal Askander ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Purchasing
Manager, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Purchasing
Manager of Employer and Employee agrees to accept such employment. Such
employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,200.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(d) Upon thirty day written notice to Employee upon the disability of
Employee, whereby Employee is unable to perform his/her duties hereunder
for a period of six consecutive weeks. Any determination of such inability
to perform shall be made only by the Board of Directors of Employer with
such professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

<PAGE>

10. Notices

Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by, first class postage prepaid mail to
the home address of Employee and Chairman or the Board of Directors of Employer.

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 5th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Manal Askander

By: /s/ James Lu /s/ Manal Askander
---------------------------------- ---------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Diamond Entertainment Corporation, a New Jersey corporation ("Employer")
and Andrea O'Connell ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Executive
Assistant, to make use of Employee's knowledge in the entertainment industry,
business and political connection both domestic and international, and to be
benefited from the potential business to be collectively derived from the use of
Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Executive
Assistant of Employer and Employee agrees to accept such employment. Such

employment commenced on September 01, 1997, and shall continue from such date
unless terminated in accordance with paragraph 5 herein. This agreement may be
extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$1,005.37. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled. If shares are given as satisfaction of past due obligations
then the value of such shares will be the amount equal to the net value of such
shares on public sale.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

9. Entire Agreement

<PAGE>

10. Notices

Any notice, request, demand or other communication hereunder shall be in
writing and shall be deemed to be duly given when personally delivered to
Employer or Employee or when delivered by first class postage prepaid maid to
the home address of Employee and Chairman or the Board of Directors of Employer.

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

In the event that a dispute arises concerning any term or condition of this
Agreement, the matter shall be resolved by arbitration and such arbitration
shall be governed by the provisions of the California Arbitration Act, Sections
1280 through 1294.2 of the Code of Civil Procedure. If a dispute should arise
under this Agreement, either party may within ten (10) days make a demand for
arbitration by filing a demand in writing with the other. The parties may agree
upon one arbitrator, but in the event that they cannot agree, there shall be
three, one named in writing by each of the parties within ten (10) days after
demand for arbitration is given and a third chosen by the two appointed. Should
either party refuse or neglect to join in the appointment of the arbitrator(s)
or to furnish the arbitrator(s) with any papers or information demanded, the
arbitrator(s) are empowered by both parties to proceed ex parte. Arbitration
shall take place in the City of Cerritos, County of Los Angeles, State of
California, and the hearing before the arbitrator(s) of the matter to be
arbitrated shall be at the time and place promptly after his (or her)
appointment and shall give written notice thereof to each party at least 20 days
prior to the date so fixed. At the hearing any relevant evidence may be
presented by either party, and the formal rules of evidence applicable to
judicial proceedings shall not govern. Evidence may be admitted or excluded in
the sole discretion of the arbitrator(s). Said arbitrator(s) shall hear and
determine the matter and shall execute and acknowledge their award in writing
and cause a copy thereof to be delivered to each of the parties. If there is
only one arbitrator, his decision shall be final, binding and conclusive upon
all parties, and if there are three arbitrators the decision of any two shall be
binding and conclusive. The submission of a dispute to the arbitrator(s) may be
rendered by any Superior Court having jurisdiction; or such Court may vacate,
modify, or correct the ward in accordance with the prevailing sections of the
current Arbitration Act. If three arbitrators are selected under the foregoing
procedure but two of the three fail to reach an agreement in the determination
of the matter in question, the matter shall be decided by three new arbitrators
who shall be appointed and shall proceed in the same manner, and the process
shall be repeated until a decision is finally reached by two of the three
arbitrators selected. The costs of such arbitration shall be borne equally by
the parties or in such proportions as the arbitrator(s) shall determine.

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the 8th of September, 1997.

EMPLOYER: EMPLOYEE:

Diamond Entertainment Corporation Andrea O'Connell

By: /s/ James Lu /s/ Andrea O'Connell
---------------------------------- ---------------------------------

Title: President
-------------------------------

<PAGE>

Employment Agreement

This Agreement, made effective as of the 1st day of September, 1997, by and
between Beyond Design Corporation, a California corporation ("Employer")
and Bruce Clark ("Employee").

RECITAL

WHEREAS, Employer desires to secure the services of Employee as Vice
President - Finance, to make use of Employee's knowledge in the entertainment
industry, business and political connection both domestic and international, and
to be benefited from the potential business to be collectively derived from the
use of Employee's service(s);

WHEREAS, Employee has agreed to serve as an Employee at will on the terms
and conditions set forth herein;

NOW THEREFORE in consideration of the mutual promises and agreements
contained herein, it is agreed as follows:

1. Employment

Employer agrees to employ employee to serve in the capacity of Vice
President - Finance of Employer and Employee agrees to accept such employment.
Such employment commenced on September 01, 1997, and shall continue from such

date unless terminated in accordance with paragraph 5 herein. This agreement may
be extended on yearly basis so long as such extension is agreed to in writing by
both parties.

2. Exclusivity

3. Compensation

Employee shall be paid based on a semi-monthly compensation rate of
$2,708.00. Employer at its sole discretion and purely on a subjective basis, may
substitute its common shares or options to purchase common shares for either any
reduction in compensation or increases in compensation to which the Employee
might be entitled.

4. Vacation

In addition to the regular employee benefit policy of Employer, Employee
shall be entitled to a paid vacation during each year of employment, defined in
Employer's Employee handbook.

<PAGE>

5. Termination

This Agreement shall terminate on the earlier of:

(a) Employer's sole discretion;

(b) The death or retirement of Employee;

(d) Upon thirty day written notice to Employee upon the disability of Employee,
whereby Employee is unable to perform his/her duties hereunder for a period
of six consecutive weeks. Any determination of such inability to perform
shall be made only by the Board of Directors of Employer with such
professional advice as it may deem appropriate. Any determination of
disability made by the Employer's Board of Directors shall be final and
conclusive;

(e) Upon thirty day written notice from Employee to Employer for any reason.

6. Assignment

This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party.

7. Confidentiality

8. Non-Competition.

In partial consideration for the shares and/or options to be issued
hereunder, Employee agrees that for a period of one (1) year after termination
of employment hereunder, Employee will not, on behalf of himself/herself or on
behalf of any other person, firm or corporation, divert customers of Employer.
However, this Section shall not apply to the situation where a customer comes to
Employee by his or her own will and without Employee's direct or indirect
solicitation or encouragement.

9. Entire Agreement

<PAGE>

10. Notices

11 Governing Law

This Agreement shall be governed by and construed in accordance with the
laws of the State of California.

12. Arbitration

13. Severability

<PAGE>

14. Attorney's Fees

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on
the _____ of ______, 19__

EMPLOYER: EMPLOYEE:

Beyond Design Corporation Bruce Clarke

By: /s/ James Lu /s/ Bruce Clarke
---------------------------------- ---------------------------------

Title: President
-------------------------------

<PAGE>

Exhibit 10.8

Consulting Agreement dated as of September 1, 1997 between the Corporation
and Murray Scott.

<PAGE>

CONSULTING AGREEMENT

AGREEMENT entered into as of 25 the day of August 1997, between Diamond
Entertainment Corporation, a New Jersey corporation (the "Company"), and Murray
Scott ("Consultant").

WHEREAS, the Company desires that Consultant provide consulting services to
the Company pursuant hereto and Consultant is agreeable to providing such
services.

NOW THEREFORE, In consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

4. In consideration of Consultant's entering into this Agreement, the
Company has agreed to issue to Consultant 250,000 common stocks and warrants
(the "Warrants") on August 25, 1997 at an exercise price of $0.10 per share
expiring August 24, 1999 to purchase 250,000 shares of the Company's Common
Stock.

The Company intends to register the Common Stocks and Warrants with the
Securities and Exchange Commission as soon as possible on a Form S-8, subject to
appropriate clearance from the Company's Accountants and Attorneys.

<PAGE>

If to Consultant:

Murray Scott
c/o Gregg's Marine Interior Ltd.
2300 Douglas Street
Victoria, B.C., Canada V8T 4L7
Fax No.: (250)388-5548

If to the Company:
James Lu
President and Chief Executive Officer
Diamond Entertainment Corporation
16818 Marquardt Avenue
Cerritos, CA 90703
Fax No.: (562)921-3993

10. This instrument contains the entire agreement between the parties
hereto with respect to the provision of consulting services by Consultant.

<PAGE>

11. This Agreement shall be construed and enforced in accordance with the
laws of the State of California.

12. The invalidity of unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provision.

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"Company"
DIAMOND ENTERTAINMENT CORPORATION

/s/ James Lu
- -------------------------------------
James Lu
President and Chief Executive Officer

"Consultant"

/s/ Murray Scott
- --------------------------------------
Murray Scott

<PAGE>

Exhibit 23.2

Consent of Moore Stephens, P.C.

<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders of
Diamond Entertainment Corporation

We hereby consent to incorporation by reference in the Registration
Statement of Form S-8 of Diamond Entertainment Corporation of our report dated
May 20, 1997, relating to the financial statements of Diamond Entertainment
Corporation included in the Annual Report (Form 10-KSB) for the year ended March
31, 1997.

Our report dated May 20, 1997, contains an explanatory paragraph that
states that the Company's recurring losses and net deficit position raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Moore Stephens, P.C.

MOORE STEPHENS, P.C.
Certified Public Accountants

Cranford, New Jersey

September 15, 1997