EMPLOYMENT AGREEMENT



        This Employment Agreement (the "Agreement") is entered into as of

September 1, 2005 by and between Lee Kasper (the "Executive") and NuTech

Digital, Inc., a California corporation (the "Company").



         WHEREAS, the Company believes that Executive's service, experience, and

knowledge are valuable to the Company in connection with its business; and



         WHEREAS, the Company desires to employ Executive, and Executive desires

to be employed by the Company, as the Chief Executive Officer and President of

the Company.



         NOW, THEREFORE, in consideration of the mutual promises and covenants

herein contained, the parties hereto agree as follows:



         1. Employment. The Company hereby employs Executive as its Chief

Executive Officer and President and Executive accepts such employment upon the

terms and conditions hereinafter set forth.



         2. Term of Employment.



                  (a) Term. Subject to the provisions of Section 6, the term of

Executive's employment pursuant to this Agreement shall commence on and as of

the date hereof and shall terminate on July 31, 2012 (the "Term").



                  (b) Automatic Renewal. Subject to the provisions of Section 6,

this Agreement will be automatically renewed for successive periods of one year

(each a "Renewal Period") after the expiration of the Term, unless either party

gives notice to the other, at least 180 days prior to the expiration of any

Renewal Period, that the party desires to terminate this Agreement.



         3. Duties; Extent of Service. During Executive's employment under this

Agreement, Executive (i) shall serve as an employee of the Company with the

titles and positions of Chief Executive Officer and President, reporting to the

Board of Directors of the Company, shall have such executive responsibilities as

the Board of Directors of the Company shall from time to time designate,

provided that, in all cases Executive shall be subject to the oversight and

supervision of the Board of Directors of the Company in the performance of his

duties, and (ii) shall render all services reasonably incident to the foregoing.

Executive hereby accepts such employment, agrees to serve the Company in the

capacities indicated, and agrees to use Executive's best efforts in, and shall

devote Executive's full working time, attention, skill and energies to, the

advancement of the interests of the Company and its subsidiaries and the

performance of Executive's duties and responsibilities hereunder.





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         4. Salary, Bonus and Stock Option.



                  (a) Salary. During Executive's employment under this

Agreement, the Company shall pay Executive a salary at the rate of $600,000 per

annum (the "Base Salary"). The Base Salary shall be subject to withholding under

applicable law, shall be prorated for partial years and shall be payable in

periodic installments not less frequently than monthly in accordance with the

Company's usual practice for its executive officers as in effect from time to

time.



                  (b) Bonus. Executive shall receive a performance bonus if the

financial targets set established by the Board of Directors are satisfied (the

"Performance Bonus"). Executive and the Board shall meet no later than 90 days

from the start of each of the Company's fiscal years to establish performance

standards and goals to be met by Executive, which standards and goals shall be

based upon earnings, cash flows, and other objectives that are mutually agreed

to by Executive and the Board. These financial targets or performance goals

shall be set forth in a memorandum from the Board of Directors to Executive.

During the Term and each Renewal Period, the Company shall pay to Executive, no

later than 30 days after the completion of each fiscal year, a bonus that shall

be computed as follows:

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