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Employment Agreement

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 9th day January 2006, by and among PowerHouse Technologies Group, Inc., a Delaware corporation (the "Company") and Richard Liebman (the "Executive").

The Company desires to employ Executive hereinafter as Chief Financial Officer (?CFO?), and Executive desires to be so employed by the Company on the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby mutually agree as follows:

1. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof.

2. Term. The initial term of employment under this Agreement shall be for a term (the "Initial Term") commencing January 9th, 2006. Either party may terminate the Executive's employment by way of written notice in accordance with Section 11 given to the other party. The parties' obligations under Sections 7, 9, 10 and 11 hereof shall survive the expiration or termination of the Employment Period.

3. Position and Duties. The Executive shall serve as Chief Financial Officer (?CFO?) of the Company during the Employment Period. As CFO of the Company, the Executive shall render executive, policy and other management services to the Company of the type customarily performed by persons serving in a similar capacity. The Executive shall perform such duties as the Chief Executive Officer, the Board of Directors, or their designee(s) may from time to time reasonably determine and assign to the Executive provided that such duties do not constitute a material departure from the services and responsibilities routinely provided by the Executive. The Executive shall devote the Executive's reasonable best efforts and substantially full business time to the performance of the Executive's duties and the advancement of the business and affairs of the Company during the Employment Period.

4. Place of Performance. In connection with the Executive's employment by the Company during the Employment Period, the Executive's primary place of employment and work location shall be the Executive's current place of employment and work location on the date of the execution of this Agreement, except for reasonable travel on Company business and as otherwise consented to by the Executive.

(a) Base Salary. During the Employment Period, the Company shall pay to the Executive an annual base salary (the "Base Salary"), which initially shall be at the rate of $180,000.00 per year. The Base Salary shall be reviewed no less frequently than annually and may be increased at the discretion of the Board. If the Executive's Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the Employment Period. The Base Salary shall be payable monthly or in such other installments as shall be consistent with the Company's payroll procedures in effect from time to time.

(b) Bonus. Executive is eligible for a target annual bonus of $70,000 that will be based on company performance and is discretionary, however, $20,000 shall be guaranteed for the first year hereunder, provided that Executive is employed for the entire year. Board approval will be required for payment after the end of the fiscal year.

(c) Stock Option Grants. As set forth in Exhibit A (attached), CFO remains eligible for all stock options as defined in that agreement.

(d) Restricted Stock Grants. As of the effective time, the executive shall receive 100,000 shares of restricted common stock of the company. Said restrictions shall lift from 100% of the shares on January 1, 2007, or upon Executive?s departure from employment, whichever occurs first.

(e) Benefits. During the Employment Period, the Executive will be entitled to all employee benefits and perquisites made available to similarly situated senior executive employees of the Company. Nothing contained in this Agreement shall prevent the Company from changing carriers or from effecting modifications in insurance coverage for the Executive.

(f) Vacation; Holidays. The Executive shall be entitled to all public holidays; personal and sick days observed by the Company and shall be eligible for 20 vacation days in accordance with the applicable vacation policies for senior executives of the Company, which shall be taken at a reasonable time during the year.

(g) Withholding Taxes and Other Deductions. To the extent required by law, the Company shall withhold from any payments due to the Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

(e) Withholding Taxes and Other Deductions. To the extent required by law, the Company shall withhold from any payments due to the Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law or Company policy.

6. Expenses. The Executive is expected and is authorized, subject to the business expense policies as determined by the Board, to incur reasonable expenses in the performance of his duties hereunder, including the costs of entertainment, travel, and similar business expenses incurred in the performance of his duties. The Company shall promptly reimburse the Executive for all such expenses in accordance with Company policy. Executive will have the option of traveling business class on all flights associated with company business.

7. Confidentiality; Work Product.

(a) Information. The Executive acknowledges that the information, observations and data obtained by the Executive concerning the business and affairs of the Company and its Affiliates and their predecessors during the course of the Executive's performance of services for, or employment with, any of the foregoing persons (whether or not compensated for such services) are the property of the Company and its Affiliates, including information concerning acquisition opportunities in or reasonably related to the business or industry of the Company or its Affiliates of which the Executive becomes aware during such period. Therefore, the Executive agrees that he will not at any time (whether during or after the Employment Period) disclose to any unauthorized person or, directly or indirectly, use for the Executive's own account, any of such information, observations, data or any Work Product or Copyrightable Work (as defined below) without the Board's consent, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a direct or indirect result of the Executive's acts or omissions to act or the acts or omissions to act of other senior or junior management employees of the Company and its Affiliates. The Executive agrees to deliver to the Company at the termination of the Executive's employment, or at any other time the Company may request in writing (whether during or after the Employment Period), all memoranda, notes, plans, records, reports and other documents, regardless of the format or media (and copies thereof), relating to the business of the Company and its Affiliates and their predecessors (including, without limitation, all acquisition prospects, lists and contact information) which the Executive may then possess or have under the Executive's control.