NUTRITIONAL SOURCING CORP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>a10kex1049.txt
<TEXT>
                                                             EXHIBIT 10.49

          RETENTION AGREEMENT ("Agreement"), dated as of March 15, 2003, by
 and between Pueblo International, LLC, a Delaware limited liability
 company and Pueblo Entertainment, Inc., a Delaware corporation (the
 "Companies"), which are wholly owned subsidiaries of Nutritional Sourcing
 Corporation, a Delaware corporation ("NSC") and Fernando J. Bonilla (the
 "Executive").

          WHEREAS, the Companies acknowledge the existence of various risks
 and uncertainties in connection with the competitive marketplace in Puerto
 Rico and the U.S. Virgin Islands and with matters involving NSC and its
 current Chapter 11 proceedings;

          WHEREAS, the Companies believe it is in the best interests of the
 Companies to take appropriate actions to insure continuity of key
 management and desire to induce Executive to remain in the employ of the
 Companies, notwithstanding such risks and uncertainties;

          WHEREAS, the Companies have requested Executive to remain in the
 employ of the Companies, on the terms and conditions hereafter set forth
 and Executive is willing to accept such terms; and

          WHEREAS, considering the foregoing, the Executive and the
 Companies agree to enter into this Agreement;

          NOW, THEREFORE, in consideration of the mutual promises and
 covenants set forth herein, the Companies and the Executive (the
 "Parties") hereby agree as follows:

1.   Employment, Duties, Acceptance and Term

1.1    The Companies hereby employ the Executive and the Executive agrees
       to be so employed pursuant to the terms hereof.  The Executive shall
       report directly to the Chief Executive Officer of the Companies or
       such person's designee ("Executive Supervisor").



1.2    The Executive shall devote Executive's full business time and attention
       to the business of the Companies, including such duties and
       responsibilities to which Executive is assigned pursuant to this
       Agreement, during the period of employment hereunder.  Notwithstanding,
       with prior approval of Executive Supervisor, Executive may serve as an
       officer or director of community-related, professional, or industry
       related organizations, so long as such activity does not interfere with
       Executive's responsibilities hereunder.

1.3    The Executive's employment under this Agreement shall commence as of
       March 15, 2003 (the "Commencement Date") and end on the third
       anniversary of the Commencement Date, subject to the provisions of
       Section 3 of this Agreement  (the "Employment Period").

2.   Compensation and Benefits

2.1    Base Salary.  During the Employment Period, the Companies will pay to
       Executive a Base Salary at the annual rate of One Hundred Fifty
       Thousand U.S. Dollars ($150,000.00), to be paid in substantially equal
       installments on a weekly basis, subject to applicable payroll
       withholdings and deductions.  The Executive Supervisor shall review the
       Base Salary on an annual basis and, at the Executive Supervisor's
       discretion, may increase the Base Salary.  All compensation and
       benefits payable to Executive pursuant to this Agreement will be paid
       by or on behalf of Pueblo International, LLC directly to the Executive
       but shall be the joint and several liability of the Companies.

2.2    Annual Incentive Compensation.  If the Executive meets the annual
       performance criteria established by the Board of Managers and/or Board
       of Directors (hereafter, collectively, "Board of Directors") of the
       Companies  under the Companies' Key Management Incentive Opportunity
       Program (KMIO), the Companies shall pay to the Executive, within ninety
       (90) days of the close of each fiscal year end or portion of such year
       during the Employment Period, a KMIO bonus ("KMIO Incentive
       Compensation") in such amount as determined by the KMIO formulas.  The
       Board of Directors of the Companies shall review the KMIO Incentive
       Compensation Program on an annual basis and, at their discretion will
       approve the performance targets for each fiscal year.



2.3    Special Incentive Compensation.  The Executive is also a participant in
       the Special Incentive Program (SIP) covered under a separate agreement,
       which will terminate on August 1, 2003 unless mutually extended.

2.4    The Companies shall pay or reimburse the Executive for all reasonable
       business and travel expenses actually incurred or paid by the Executive
       during the period of  employment hereunder in the performance of
       services under this Agreement, upon timely presentation of expense
       statements or vouchers or such other supporting information as
       Companies may require.

2.5    The Companies shall provide Executive with an automobile allowance of
       $175.00 per week.



2.6    The Companies shall provide to the Executive medical and disability
       benefits and insurances and coverage under applicable employee benefit
       plans currently provided generally to senior executives of the
       Companies pursuant to the terms, conditions and limitations of the
       Companies' plans and its regulations in effect and as they may be
       modified from time to time.  However, because the Executive's
       employment is covered by this Agreement, the Executive is not eligible
       to participate in or seek coverage under any separation or severance
       plan, policy or benefit or similar program, other than as provided in
       this Agreement.

2.7    The Executive shall be entitled to paid vacation  per calendar year in
       accordance with the policies of the Companies in effect from time to
       time.

2.8    The Executive's principal work location is in San Juan, Puerto Rico.
       Executive's principal work location may not be changed from San Juan,
       Puerto Rico nor can Executive's business travel obligations be
       materially increased without the prior written consent of Executive.

3.   Termination of Employment Relationship

3.1    The Companies may at any time, by written notice to Executive,
       terminate Executive's employment hereunder and this Agreement for
       "Cause" as of the date of such notice.  For purposes of this Agreement,
       "Cause" shall be defined as any of the following:

     (i)     the commission by the Executive, in connection with the
             performance of Executive's duties or obligations hereunder, of
             acts of dishonesty, gross negligence or willful misconduct; which
             act (or failure to act) the Executive Supervisor, in the exercise
             of Executive Supervisor's discretion, determines materially
             affects adversely, the value, reliability or performance of the
             Executive in regard to Executive's employment by the Companies;
             or

     (ii)    the conviction of the Executive of (or pleading nolo contendere
             or similar plea by the Executive to) any felony or serious
             violation of law which the Executive Supervisor, in the exercise
             of Executive Supervisor's discretion, determines materially
             affects adversely, the value, reliability or performance of the
             Executive in regard to Executive's employment by the Companies;
             or



     (iii)   the Executive's refusal or neglect to comply with the reasonable
             and prudent directions and/or instructions of the Executive
             Supervisor consistent with the terms of this Agreement, and the
             Executive's failure to cure such alleged material default, refusal
             or failure within ten (10) calendar days from date of receipt of
             the written notice from the Executive Supervisor to Executive of
             such default, refusal or failure; or

     (iv)    the Executive's material breach of any of the Executive's
             obligations (including the obligation to comply with all of the
             Companies' material policies and procedures) to the Companies and
             the Executive's failure to cure such alleged material breach with
             ten (10) calendar days from the date of receipt of the written
             notice from the Executive Supervisor to Executive of such alleged
             material breach; or

      (v)    Executive's willful and continued failure to substantially
             perform Executive's duties with the Companies, or any subsidiary
             of the Companies, as such duties may reasonably be defined from
             time to time by the Executive Supervisor or the Board of
             Directors of the Companies (other than any such failure resulting
             from Executive's incapacity due to physical or mental illness)
             after a written demand for substantial performance is delivered
             to Executive by the Board of Directors of the Companies, which
             demand specifically identifies the manner in which the Board of
             Directors of the Companies believes that Executive has not
             substantially performed Executive's duties; or

     (vi)    a material and documented breach of the Executive's covenants
under Section 4 of this Agreement.

       For purposes of this Agreement, no act or failure to act, on the part
       of the Executive, shall be considered "willful" unless it is done, or
       omitted to be done, by the Executive in bad faith or without reasonable
       belief that that Executive's action or omission was in the best
       interests of the Company.  Any act, or failure to act, based upon
       directions of the Executive Supervisor, authority given pursuant to a
       resolution duly adopted by the Board of Directors of the Companies or
       based upon the advice of counsel for the Companies shall be
       conclusively presumed to be done, or omitted to be done, by the
       Executive in good faith and in the best interests of the Company.  The
       cessation of employment of the Executive shall not be deemed to be for
       "Cause" unless and until there shall have been delivered to the
       Executive a copy of a resolution duly adopted by the affirmative vote
       of not less than 75% of the entire membership of the Board of Directors
       of the Companies (excluding the Executive if he is a member of the
       Board of Directors of the Companies) at a meeting of the Board of
       Directors of the Companies called and held for such purpose (after
       reasonable notice is provided to the Executive and the Executive is
       given an opportunity to be heard before the Board of Directors of the
       Companies), finding that, in the good faith opinion of the Board of
       Directors of the Companies, the Executive is guilty of the conduct
       described above, and specifying the particulars thereof in detail.

       In the event of termination for "Cause" pursuant to this Section 3.1,
       the Companies shall be liable and shall pay to the Executive only that
       portion of the Base Salary pursuant to Section 2.1 which has been fully
       earned and unpaid as of the date of the Executive's receipt of such
       written notice from the Board of Directors of the Companies.  The
       Executive shall not be entitled to KMIO Incentive Compensation on
       account of the year in which the Executive is terminated if for
       "Cause."  The Executive will be entitled to all accumulated and unused
       vacation pay regardless of the reason for termination, in addition to a
       fair estimate of all benefits accrued but not yet paid under the SIP
       arrangement and any pending medial or business expenses up to such
       date.

3.2    The Companies may, at any time during the term of this Agreement, by
       written notice to the Executive, terminate the Executive's employment
       hereunder "Without Cause" (which shall include termination due to death
       or disability of the Executive) as of the date of such notice to
       Executive by the Board of Directors of the Companies.  In the event of
       such termination "Without Cause" pursuant to this Section 3.2, the
       Companies shall pay the Executive, within ten (10) days of the date of
       notice of termination the following amounts: (a) an amount equal to
       Executive's annual Base Salary then in effect; (b) a pro-rated portion
       of the current year's KMIO Incentive Compensation, to be determined
       based upon the actual sales and EBITDA results year to date as of the
       most recently completed four week fiscal period compared with the KMIO
       annual targets prorated for the short period multiplied by the amount
       of base compensation received as of the effective termination date;
       (c) advance the estimated amount to be paid under SIP arrangement based
       upon reasonable and available projections resulting in a SIP award and
       this advanced amount is to be increased or partially repaid based upon
       the eventual actual and final SIP calculations; and (d) an amount equal
       to continuation of automobile allowance, medical and other insurance
       benefits for one year.

       This Section 3.2 also applies in the event of a deemed termination
       "Without Cause" which shall occur if, upon a "change of control" of the
       Companies and/or NSC, the Executive is not guaranteed in the
       Executive's good faith judgment the same position, title and
       responsibilities with a new financially responsible owner, under terms
       and conditions at least as favorable to the Executive in all material
       respects as those contained in this Agreement.  "Change of control"
       includes a change in the majority of the ultimate equity ownership or
       control for whatever reason, whether involving consideration or not.

3.3    If payments are due Executive pursuant to this Section 3, then the
       Companies shall pay to Executive an amount which, on an after-tax basis
       (including federal income and excise taxes and state and local income
       taxes), equals the excise tax, if any, imposed by Section 4999 of the
       Internal Revenue Code of 1986, as amended (the "Code"), upon Executive
       by reason of "parachute payments" (as defined in Section 280G(b)(2) of
       the Code) made by the Companies.



4.     Protection of Confidential Information, Non-Competition

4.1    Executive and Companies acknowledge that the services Executive
       provides to the Companies are unique (for purposes of this Section 4
       the term "Companies" shall include the entity owning the Companies as
       well as all entities owned by the Companies).  Executive and Companies
       further acknowledge that the business knowledge and relationships of
       the Executive acquired during Executive's employment with the Companies
       is a critical asset of the Companies.  In addition, the Executive's
       work for the Companies will bring the Executive into close contact with
       many confidential affairs of the Companies that are not readily
       available to the public and plans for future developments of the
       Companies.  Accordingly, the Executive hereby agrees that, as a
       material and essential condition of Executive's employment by the
       Companies and in consideration of this Agreement and the compensation
       and other benefits provided for herein, the Executive is subject to and
       encumbered by the restrictive covenants set forth in this Section 4 and
       that the Companies shall have the right to enforce these restrictive
       covenants.

4.1.1  The Executive hereby covenants, warrants and agrees that the Executive
       will not, during the period of Executive's employment hereunder or at
       any time thereafter, directly or indirectly divulge, use, furnish,
       disclose or make available to anyone any Confidential Information,
       except as may be necessary for Executive to communicate on a "need to
       know" basis in the ordinary course of performing Executive's duties as
       an employee of the Companies.



4.1.2  For purposes of this Agreement, "Confidential Information" shall mean
       any and all information, data and knowledge that (i) has been created,
       discovered, developed or otherwise become known to the Companies
       (including, without limitation, information, data and knowledge
       created, discovered, developed, or made known by the Executive during
       the period of or arising out of Executive's employment by the
       Companies) or in which property rights have been assigned or otherwise
       conveyed to the Companies, which information, data or knowledge has
       commercial value in the business in which the Companies is engaged,
       except such information, data or knowledge as is or becomes known to
       the public without violation of the terms of this Agreement, or (ii)
       arises out of or relates to the business affairs of the Companies
       (including without limitation, any information which the Companies
       considers to be privileged).  By way of illustration, but not
       limitation, Confidential Information includes financial information,
       supply and service information, marketing information, personnel
       information, customer information, trade secrets, business and customer
       links and relations, customer lists, contact lists or information,
       processes, know-how, improvements, discoveries, developments, designs,
       inventions, training methods, sales techniques, marketing plans,
       strategies, forecasts, new products, unpublished financial statements
       or parts thereof, budgets, projections, licenses, prices, costs, and
       employee, customer and supplier lists or parts thereof, terms of supply
       or service contracts, terms of agreements between customers and the
       Companies and any information relating to the business affairs of the
       Companies, in whatever form maintained.  The Executive further
       acknowledges that such Confidential Information would inevitably be
       disclosed were he to become employed by, engaged by or otherwise
       provide competitive services to a competitor of the Companies.

4.1.3  All ideas, creations, improvements and other works of authorship
       created, developed, written or conceived by Executive at any time
       during Executive's employment by the Companies and relating to the
       Companies' business are works for hire within the scope of Executive's
       employment and shall be the property of the Companies free of any claim
       whatsoever by Executive and any person claiming any rights or interests
       through the Executive.

4.1.4  The Executive hereby covenants, warrants and agrees that he shall not,
       directly or indirectly, make or retain a copy of, nor make or cause to
       be made any notes of, nor remove or cause to be removed from the
       premises of the Companies, any document, notation or recording, whether
       mechanically or electronically or physically or mentally or otherwise
       maintained or copied, incorporating any trade secret or other
       Confidential Information belonging to or relating to the Companies
       unless such copying or making of notes is necessary for the proper and
       efficient discharge of Executive's duties on behalf of the Companies,
       provided, however, the Executive shall return such document, papers,
       copies or notes to the Companies forthwith after the authorized purpose
       has ceased or has been completed or on the demand of the Companies.



4.1.5  In the event of the termination of employment of the Executive, whether
       by the Companies or by the Executive and for whatever reason, the
       Executive hereby covenants, warrants and agrees that the Executive will
       immediately deliver to the Companies, within three (3) days of such
       termination or as directed by the Board of Directors of the Companies:
       (i) all Confidential Information in whatever form it is maintained or
       it exists; (ii) all other documents, reports, notes, customer lists,
       customer data, business plans, specifications, programs, computer
       printouts and data and all other materials of any nature, whether
       originals or reproductions and in whatever form maintained or they
       exist, pertaining to the Companies, the business affairs of the
       Companies or the Executive's work with the Companies, and the Executive
       will not, directly or indirectly, take or possess, or deliver to any
       other person or entity, any of the foregoing or any reproduction or
       variation of any of the foregoing; and (iii) any and all other property

       or equipment which is properly the property of the Companies.

4.2    During the period of the Executive's employment and for a period of
       three (3) months following the voluntary or involuntary termination of
       Executive's employment hereunder for "Cause," the Executive hereby
       covenants, warrants and agrees that the Executive will NOT, as an
       individual, agent, partner, investor, officer or employee of a
       corporation or any other entity or in any other capacity, directly or
       indirectly (i) solicit or induce, or in any manner attempt to solicit
       or induce, any person employed by or acting as an agent of the
       Companies to leave his or her employment with or engagement by the
       Companies to join another enterprise or companies which is engaged in a
       similar business and competes with the Companies in Puerto Rico and/or
       the U.S. Virgin Islands as an employee or agent; or (ii) hire, contract
       with or otherwise employ or engage any former or current employee,
       agent or consultant of the Companies to join another common enterprise
       or entity which is engaged in a similar business and competes with the
       Companies in Puerto Rico and/or the U.S. Virgin Islands in any of their
       business areas or interests.  In the event the Companies breaches its
       obligations under Section 2 or 3.2 of this Agreement, this Section 4.2
       shall be null and void.

4.3    During the period of Executive's employment and for a period of
       three (3) months following the voluntary or involuntary termination of
       Executive's employment hereunder for "Cause," the Executive shall NOT,
       as an individual, agent, partner, investor, officer or employee of a
       corporation or any other entity or in any other capacity, directly or
       indirectly (i) induce or attempt to induce any customer or supplier of
       the Companies to cease being a customer or supplier of the Companies;
       or (ii) induce or attempt to induce any customer or supplier of the
       Companies to become a customer or supplier of any person, firm or
       corporation which in any way competes with the Companies in Puerto Rico
       and/or the U.S. Virgin Islands in any of their business areas or
       interests; or (iii) enter the employ of, or render any services to, any
       person, firm or corporation which in any way competes with the
       Companies in any of their business areas or interests in Puerto Rico
       and/or the U.S. Virgin Islands, (iv) interfere with the business
       relationships or prospective business relationships of the Companies;
       or (v) otherwise compete with the Companies in Puerto Rico and/or the
       U.S. Virgin Islands.  In the event the Companies breaches its
       obligations under Section 2 or 3.2 of this Agreement, this Section 4.2
       shall be null and void.



4.4    If the Executive commits a material breach of any of the provisions of
       Section 4.1, 4.2 or 4.3 hereof, the Companies shall have the right and
       remedy to have the provisions of this Agreement specifically enforced
       by way of a temporary restraining order and/or a preliminary and/or
       permanent injunction by any court having jurisdiction, without the
       posting of any bond or security by the Companies, it being acknowledged
       and agreed by the Executive and the Companies that any such breach will
       cause irreparable injury to the Companies and that money damages will
       not provide an adequate remedy to the Companies.  Such right and remedy
       shall be in addition to, and not in lieu of, any other rights and
       remedies available to the Companies under law or in equity.  Further,
       should the Companies commence an  action for injunctive relief, the
       Companies shall have the right in the same proceeding and court to seek
       and obtain money damages caused by such breach.

4.5    If any of the covenants or other provisions contained in Section 4.1,
       4.2, or 4.3, or any part thereof, is hereafter construed to be invalid
       or unenforceable in any respect, the same shall not affect the
       remainder of the covenant, covenants or provisions which shall be given
       the maximum effect possible without regard to the invalid portions and
       the remainder shall then be fully enforceable.

4.6    If any of the covenants or other provisions contained in Section 4.1,
       4.2, or 4.3, or any part thereof, is held to be unenforceable because
       of the duration of such provision or the geographical or
       product/business area covered thereby, the parties agree that such
       provisions shall be reformed and construed to reduce the duration
       and/or area of such provision to the extent necessary for
       enforceability and, in its reduced form, said provision shall then be
       fully enforceable.



4.7    The Parties hereto intend to and hereby irrevocably confer exclusive
       jurisdiction to enforce the covenants and other provisions contained in
       Sections 4.1, 4.2 and 4.3, upon the courts in the Commonwealth of
       Puerto Rico and further expressly agree not to assert that any action
       brought in such courts has been brought in an inconvenient forum.  The
       Parties further agree that, to the fullest extent permitted by law,
       valid service of process may be undertaken by certified mail to the
       addresses in Section 5.

4.8    The covenants and other provisions of this Section 4 shall survive the
       termination of this Agreement or the voluntary or involuntary
       termination of the Executive's employment regardless of the
       circumstances of such termination.

5.     Notices

       All notices or other communications given pursuant hereto by one party
       to another shall be in writing and deemed given when (a) delivered by
       hand, (b) sent by fax/telecopier (with receipt confirmed), provided
       that a copy is mailed the same day by registered or certified mail,
       postage prepaid, return receipt requested, or (c) when received by the
       addressee, if sent by Express Mail, Federal Express or other express
       delivery service (receipt requested), in each case to the appropriate
       addresses and fax/telecopier numbers for the Companies and the
       Executive set forth below (or to such other address and/or
       fax/telecopier number as any party may designate by notice to the
       others from time to time).

             If to the Companies:

                   Pueblo International, LLC
                   Pueblo Entertainment, Inc.
                   c/o Finser Corporation
                   550 Biltmore Way, Suite 900
                   Coral Gables, Florida 33134
                   Telephone No. (305) 442-3407
                   Fax. No. (305) 447-1389

                   Attention:  General Counse



             If to the Executive at:

                   307 La Sorbona Street
                   University Gardens
                   San Juan, PR 00927
                   Telephone No. (787) 717-4563
                   Fax No. (787-764-4563
                   E-mail:  fjbonillapr@aol.com

6.     General

6.1    Except as otherwise provided in Section 4, any dispute or controversy
       arising out of or related to this Agreement, the Executive's employment
       with the Companies or the termination of that employment shall be
       resolved exclusively by arbitration, conducted before a panel of three
       (3) arbitrators in San Juan, Puerto Rico, in accordance with the
       applicable rules for arbitration of employment disputes of the American
       Arbitration Association ("AAA"), the CPR Institute for Dispute
       Resolution ("CPR") or JAMS/Endispute then in effect.  The choice of the
       AAA, CPR or JAMS/Endispute arbitration rules shall be made by the party
       initiating arbitration.  The Companies shall pay the administrative
       costs of the AAA and the arbitrators' reasonable costs and fees.  The
       Executive is responsible for Executive's own attorneys' fees and other
       fees and expenses, if any, with respect to the Executive's conduct of
       the arbitration.  The arbitrator is expressly empowered to award
       reasonable attorneys' fees and expenses to the prevailing party as well
       as all other remedies to which the party would be entitled if the
       dispute were resolved in court.  The arbitrator shall not have the
       authority to alter or amend any lawful policy, procedure or practice of
       the Companies or agreement to which the Companies are a party or the
       substantive rights or defenses of either party under any statute,
       contract, constitution or common law.  The decision and award of the
       arbitrators is final and binding.  The arbitrators shall promptly issue
       a written decision in support of their award.  Judgment upon the award
       rendered by the arbitrators may be entered in any court of competent
       jurisdiction.  The Federal Arbitration Act or any applicable
       Commonwealth of Puerto Rico law shall govern the application and
       enforcement provision of this Section.

6.2    The article headings contained herein are for reference purposes only
       and shall not in any way affect the meaning or interpretation of this
       Agreement.

6.3    This Agreement sets forth the entire agreement and understanding of the
       parties relating to the subject matter hereof, and supersedes all prior
       agreements, arrangements and understandings, written or oral, relating
       to the subject matter hereof.



6.4    This Agreement may not be amended, modified, superseded or waived,
       except by a written instrument executed by both parties hereto, or in
       the case of a waiver, by the party waiving compliance.  The failure of
       either party at any time or times to require performance of any
       provision hereof, or any similar provision or policy applicable to any
       other individual, shall in no manner affect the right of either party
       at a later time to enforce the same.  No waiver by either party of the
       breach of any term or covenant contained in this Agreement whether by
       conduct or otherwise, in any one or more instances, shall be deemed to
       be, or construed as, a further or continuing waiver of any such breach,
       or a waiver of the breach of any other term or covenant contained in
       this Agreement.

6.5    This Agreement shall be subject to and governed by the laws of the
       Commonwealth of Puerto Rico.

6.6    This Agreement may be executed in any number of counterparts each of
       which when so executed shall be deemed to be an original and all of
       which when taken together shall constitute one and the same agreement.

6.7    A telecopy signature on this Agreement shall have the same force and
       effect as an original signature.

7.     Severability

       If any provision of this Agreement is hereafter construed to be invalid
       or unenforceable in any respect, the same shall not affect the
       remaining provisions of this Agreement, without regard to the invalid
       portion, and any such invalid provisions shall be reformed and
       construed to the extent necessary to permit their enforceability so as
       to reflect the intent of the parties hereto.

8.     Representation

       The Companies and the Executive represent and warrant that each is
       fully authorized and empowered to enter into this Agreement and the
       performance of each of their respective obligations under this
       Agreement will not violate any agreement between each of them and any
       other person, firm or organization.

9.     Survivorship

       The respective rights and obligations of the Parties hereunder shall
       survive any termination of the Executive's employment or this Agreement
       to the extent necessary to the intended preservation of such rights and
       obligations.



10.    Successors and Assigns

       The respective rights and obligations of the Companies under this
       Employment Agreement shall inure to the benefit of and shall be binding
       upon the respective successors and assigns of the Companies.  This
       Employment Agreement is assignable by the Companies to any corporate
       entity which acquires directly or indirectly by merger, consolidation,
       purchase or otherwise, all or substantially all of the assets or stock
       of the Companies.  Upon such assignment, the Companies shall not be
       released from liability hereunder.   This Employment Agreement shall
       not be assignable by the Executive, but may become part of the
       Executive's estate in case of death.

11.    Effective Date

       This Agreement shall become effective and enforceable on the execution
       of this Agreement by all Parties (the "Effective Date").



[Signatures on next page]


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

                              PUEBLO INTERNATIONAL, LLC


                              By /s/ William T. Keon, III
                              Name:  William T. Keon, III
                              Title: President and Chief
                                     Executive Officer

                              PUEBLO ENTERTAINMENT, INC.


                              By /s/ William T. Keon, III
                              Name:  William T. Keon, III
                              Title: President and Chief
                                     Executive Officer





                              /s/ Fernando J. Bonilla
                              Fernando J. Bonilla



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</DOCUMENT>
