Sample Business Contracts

Employment Agreement - DMC Cinema Inc. and Allan Martin

Employment Forms

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     THIS EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered into as of
August 24, 2000, by and between DMC Cinema,  Inc., a Delaware  Corporation  (the
"Company"),  and Allan Martin,  an  individual  residing in the State of Florida
(the "Employee").

     WHEREAS, the Company is engaged in business of providing  Advertising Media
on an  internet-based  platform  (such  activities,  present and  future,  being
hereinafter referred to as the "Business"); and

     WHEREAS,  the Company  desires to secure the services and employment of the
Employee;  and on behalf of the Company,  and the Employee desires to enter into
employment  with the  Company,  upon the terms and  conditions  hereinafter  set
forth; and

     WHEREAS,  the Company and Employee  desire to enter into this  Agreement in
order to  memorialize  their  understandings  as to  employment,  to assure  the
Company of the services of Employee  for the benefit of the Company,  and to set
forth the respective rights and duties of the parties hereto.

     NOW,  THEREFORE,  in  consideration  of the promises and mutual  covenants,
terms and conditions  contained herein,  each intending to be legally bound, the
Company and Employee agree as follows:

1.   Employment.

1.1 Employment and Title. The Company hereby employs the Employee,  and Employee
accepts such  employment,  as CEO,  DMC Cinema,  Inc.,  of the Company,  and the
Employee accepts such employment for the term of employment specified in Section
2 below.  During the Term (as defined  below),  the Employee  shall perform such
duties as shall be reasonably  required of such an employee of the Company,  and
shall have such other powers and perform such other additional  executive duties
as may from time to time be  assigned  to him by the Board of  Directors  of the
Company.  Except as provided by Section 1.3 below, the Company acknowledges that
the Employee's primary place of business shall be Westport,  CT and the Employee
acknowledges that in performance of his duties hereunder,  the Employee shall be
required to travel to the Company's  facilities  located  throughout  the United
States all upon the terms and conditions set forth herein.

1.2  Services.  During  the  Term  of this  Agreement,  Employee  shall  perform
diligently  and in good faith such  duties and  services  for the Company as are
consistent with the position held by Employee, under the direction and authority
of the Chief Executive  Officer of Distributed Media Corporation (the "CEO") and
the Board Of Directors of DMCC or such person as the CEO may designate from time
to time.  The  Employee  will serve the  Company  faithfully  and to the best of
his/her  ability and will devote all of his/her  time,  energy,  experience  and
talents during regular business hours and as otherwise  reasonably  necessary to
such employment, to the exclusion of all other business activities.

1.3 Location.  The principal  place of employment and the location of Employee's
principal office shall be in Westport,  CT; provided,  however,  Employee shall,
when  directed by the CEO, or may, if Employee  determines  it to be  reasonably
necessary,  temporarily  perform  outside of Westport,  CT, such services as are
reasonably required for the execution of his/her duties under this Agreement.

1.4  Representations.  Each party represents and warrants to the other that such
representing  party has full power and  authority to enter into and perform this
Agreement and that  execution and  performance  of this  Agreement by such party
shall not  constitute a default under or breach of any of the terms of any other
agreement  to which  he/she/it  is a party or under which  he/she/it  is legally
bound.  Each party  represents that no consent or approval of any third party is
required  for their  respective  execution,  delivery  and  performance  of this
Agreement or that all consents or approvals of any third party required for such
execution,  delivery and  performance  of this  Agreement have been obtained any
provided to the other party.

1.5 Commencement of Services.  Employee shall begin providing services hereunder
on the date hereof, (the "Commencement Date").

1.6 Authority of CEO or Designate. The Employee recognizes and acknowledges that
the Board of Directors of the Company has granted the CEO of  Distributed  Media
Corporation  (DMC)  authority  with regard to all matters  arising in connection
with this Agreement, including the administration and execution hereof, that the
CEO of DMC may designate, at his discretion,  another officer or employee of the
Company  to so act on  his/her  and the  Company's  behalf  with  respect ta the
transactions contemplated herein.

2.   Term.

2.1 Term.  The  employment  term  hereunder  (the "Term")  shall begin as of the
Commencement  Date and shall  continue  through  June 30, 2003,  unless  earlier
terminated  pursuant to Section 7 below of this Agreement.  This Agreement shall
not be automatically renewable.

3.   Compensation.

3.1 Base Salary.  During the Term,  the Company shall pay the Employee an annual
base salary of not less than one hundred thirty-five Thousand and no/100 Dollars
($135,000),  which base salary shall accrue  monthly  (prorated for periods less
than a month) and shall be paid in equal bi-weekly installments,  in arrears, or
on such other  payment  schedule as the Company may adopt as policy from time to
time  with  regard  to  regular  executive  compensation  payments,  subject  to
withholding and other applicable taxes. Annual increases to the base salary will
be reviewed  annually,  or otherwise as  appropriate  from time to time,  by the

3.2  Incentive  Cash  Compensation  The  Employee  shall  participate  in and be
eligible  to an  annual  performance-based  compensation  award of up to 75 % of
his/her  base  salary  based upon the  satisfaction  of targets  established  by
management (as set forth on Exhibit A) and approved by the Board of Directors of
the Company on or before January 31 of each year for such year.

3.3  Founder's  Stock . In  exchange  for  industry  knowledge,  the Company has
granted to the Employee,  Founder's stock equal to 4 1/6%, of DMC Cinema, Inc.'s
fully paid and non-assessable voting common stock.]

3.4 DMC Stock  Options.  Options  shall be granted if and when  approved  by the
Company's Board of Directors. (as set forth in Exhibit B)

3.5 Benefits.  The Employee shall be entitled, at the Company's expense,  during
the Term hereof, to the same medical, hospital, pension, profit sharing, dental,
disability,  and life  insurance  coverage and benefits as may be made available
from time to time to executives' of the Company holding similar positions and/or
responsibilities  and in accordance  with the Company's  established  practices,
including, but not limited to, the following:

(a)  A monthly automobile allowance of $450.00.

(b)  Four (4) weeks of paid  vacation,  accrued on a bi-weekly  basis,  for each
     year term  hereof and  subject to review by the CEO of DMC for any  renewal
     terms,  and shall be entitled  to sick leave in  accordance  with  policies
     established by the Company with respect to its executive level employees.

3.6  Withholding.  Any and all amounts payable under this Agreement,  including,
without  limitation,  amounts  payable  under this  Section 3 and Section 4, are
subject to withholding  for such federal,  state and local taxes as the Company,
in its reasonable judgment, determines to be required pursuant to any applicable
law, rule or regulation.

4.   Working Facilities, Expenses and Key-Man Insurance.

4.1 Working  Facilities.  The Employee  shall be furnished with an office at the
principal  executive offices of the Company, or at such other location as agreed
to by the Employee and the Company, and other working facilities and secretarial
and other assistance  suitable to his/her  position and reasonably  required for
the performance of his/her duties hereunder.

4.2 Expenses. The Company shall reimburse the Employee for all of the Employee's
reasonable  expenses  incurred in the course of performing  his/her duties under
and in accordance  with the terms and conditions of this  Agreement,  subject to
the  Employee's  full  and   appropriate   documentation,   including,   without
limitation,  receipts for all such expenses in the manner  required  pursuant to
Company's  policies and  procedures  and the Internal  Revenue Code of 1986,  as
amended (the "Code") and  applicable  regulations  as are in effect from time to

4.3 Insurance.  The Company may secure in its own name or otherwise,  and at its
own  expense,  life,  disability  and other  insurance  covering the Employee or
others,  and the Employee  shall not have any right,  title or interest in or to
such insurance other than as expressly  provided to the contrary by the Company.
The  Employee  agrees to assist  the  Company in  procuring  such  insurance  by
submitting  to the usual and  customary  medical and other  examinations  at the
Company's expense,  to be conducted by such physicians(s) as the Company or such
insurance company may designate and by signing, upon adequate time to review and
consult  appropriate  counsel,  such  necessary  applications  and other written
instruments as may be required by any insurance  company to which application is
made for such insurance.

5.   Illness or Incapacity.

5.1 Right to Terminate.  During the Term of this  Agreement,  if the Employee is
unable to perform in all material  respects  his/her duties under this Agreement
for a period of six (6)  consecutive  months by reason of illness or incapacity,
and the Employee thereafter, in the sole but reasonable judgment of the Company,
is unable to resume  and  perform  such  duties in all  material  respects  on a
full-time  basis,  the Employee may be replaced  pursuant to Section 5.2 or this
Agreement may be terminated by the Company pursuant to Section 7.1 hereof.

5.2 Right to  Replace,  If the  Employee's  illness  or  incapacity,  whether by
physical or mental cause,  renders such Employee  unable for a minimum period of
six (6) consecutive months to carry out his/her duties and  responsibilities  as
set forth  herein,  the  Company  shall have the right to  designate a person to
replace said Employee in the capacity  described in Section 1 hereof;  provided,
however, that if Employee returns to work from such illness or incapacity within
the six (6) month  period set forth in 5.1 above and if a position is offered to
the Employee that does not hold either  similar  duties and benefits or enhanced
duties  and/or  benefits,  the Employee may elect to reject the new position and
terminate this Agreement.

5.3 Rights Prior to Termination. Notwithstanding the provisions set forth in 5.1
and 5.2 above,  during any illness or incapacity as described in this Section 5,
in which the illness or injury  continues  up to and beyond six (6)  consecutive
months,  the Employee shall be entitled to receive his/her full remuneration and
benefits  hereunder,  for the six (6) months prior to any  disability  insurance
becoming effective.

5.4 Determination of Illness or Incapacity.  For purposes of this Section 5, the
determination  of the  Employee's  inability  to perform  his/her  duties in all
material respects and the existence of "illness or incapacity" as the reason for
such  inability and  continuing  inability,  shall be determined by the Board of
Directors of the Company in its sole reasonable  discretion.  The Employee shall
have  ten  (10)  days  from  receipt  of  notice  from  the  Company  as to  its
determination of illness or incapacity and its decision to terminate  Employee's
employment to protest such finding in writing. If such a written protest is made
or there is otherwise a dispute regarding the existence,  extent, or continuance
of the illness or  incapacity,  the parties  agree to abide by the decision of a
panel of three  physicians.  The Employee and the Company shall each appoint one
member,  and the third  member of the panel shall be  appointed by the other two
members. The Employee agrees to make himself/herself available for and submit to
examinations  by such  physicians as may be directed by the Company.  Failure to
appoint  a  physician  to the panel  within  twenty  (20) days of the  notice of
protest  to the  Company  by  Employee  or  failure  to  submit  to any  medical
examination shall constitute a material breach of this Agreement.

6.   Confidential Information.

6.1  Confidentiality.  During  the  Term  of  this  Agreement  and at all  times
thereafter, the Employee shall not divulge, communicate, use to the detriment of
the Company, or for the benefit of any other business, firm, person, partnership
or corporation,  or otherwise misuse, any "Confidential  Information" pertaining
to the Company,  including,  without limitation, all: (i) data or trade secrets,
including  secret  processes,  formulas or other technical data; (ii) production
methods;   (iii)  customer  lists;   (iv)  personnel   lists;   (v)  proprietary
information;  (vi) financial or corporate  records;  (vii)  operational,  sales,
promotional and marketing  methods and  techniques;  (viii)  development  ideas,
acquisition  strategies and plans; (ix) financial  information and records;  (x)
"know-how" and methods of doing business; and (xi) computer programs,  including
source codes and/or object codes and other proprietary, competition-sensitive or
technical  information  or secrets  developed  with or  without  the help of the
Employee. The Employee acknowledges that any such information or data he/she may
have acquired was received in confidence  and by reason of his/her  relationship
to the  Company.  Confidential  Information  shall not include  any  information
which:  (i) at the time of  disclosure is within the public  domain;  (ii) after
disclosure  to the  Employee  becomes a part of the public  domain or  generally
known within the industry through no fault, act or failure to act, error, effort
or breach of this Agreement by the Employee;  (iii) is known to the recipient at
the  time of  disclosure;  (iv) is  discovered  by the  Employee  subsequent  to
termination  of  his/her  employment  and  independently,  and not  directly  or
indirectly  resulting from, of any disclosure by the Company; (v) is required by
order,  statute, or regulation of any governmental  authority to be disclosed to
any federal or state  agency,  court or other body;  or (vi) is obtained  from a
third  party  who has  acquired  a legal  right to  possess  and  disclose  such

6.2 Non-Removal of Records. All equipment, office supplies,  documents,  papers,
materials, notes, books, correspondence,  drawings and other written and graphic
records  relating to the  Business of the Company,  whether or not  constituting
Confidential  Information,  which the Employee shall prepare,  use, or come into
contact with shall be and remain the sole property of the Company and, effective
immediately  upon the termination of the Employee's  employment with the Company
for any reason,  shall not be removed from the  Company's  premises  without the
Company's prior written consent.

7.   Termination.

7.1  Termination  For  Cause.  This  Agreement  and  the  Employee's  employment
hereunder  may be  terminated  by the  Company  under  any one of the  following
circumstances,  any of which  shall  be  deemed,  and  shall  be  sufficient  to
constitute, a termination "for cause":

(a)  Employee  commits  any  material  act of  fraud,  misappropriation,  theft,
     dishonesty or unethical  practice against the Company or in connection with
     the performance of his/her duties hereunder.

(b)  Employee  defaults  under or commits a breach of any material  provision of
     this  Agreement  and Employee  fails to cure such breach  within 30 days of
     receipt of notice from the Company identifies such breach.

(c)  Employee  engages in material  willful  misconduct  in the  performance  of
     his/her duties hereunder,  commits insubordination (in the sole, reasonable
     discretion of the CEO of DMC or the Board of Directors of DMC Cinema and/or
     DMC), or otherwise  refuses to perform his/her duties hereunder as directed
     by the CEO of DMC.

(d)  Employee is guilty of, pleads to, is convicted of, or pleads guilty or nolo
     contendre to, a felony,  crime of moral turpitude or other serious criminal

Unless  otherwise  specifically  provided  herein,  any  determination  as  to a
justifiable  "for  cause"  termination  shall be made by and in the  good  faith
determination  of the Company.  A  termination  for cause under this Section 7.1
shall be effective  upon the date set forth in a written  notice of  termination
delivered to the Employee,  and Employee  shall not be entitled to any Severance
Payments from the Company.  All Options then held by Employee  which have vested
must be exercised  within 30 days  following a  termination  by the Company "for
cause" and if not so vested shall be deemed  forfeited.  Unvested  options shall
terminate immediately prior to termination "for cause."

7.2 Voluntary Termination.  In the event that the Employee voluntarily agrees to
terminate his/her  employment with the Company,  and is not otherwise subject to
termination  by the Company  under  Section 7.1, the Employee  shall receive all
employment  compensation up the date of termination,  and all stock options that
have  accrued  and vested to the  benefit of the  Employee up to the date of the
termination,  shall remain fully vested and be  exercisable  in accordance  with
their terms so long as Employee complies with Section 9 herein. Unvested options
held by Employee shall terminate on the date of termination.  Employee shall not
be entitled to any Severance Payments upon a voluntary termination.

8.   Payments Upon Termination Without Cause or Upon Constructive Termination.

8.1  Definitions.  For the purposes of this  Agreement:  (a) "Accrued  Benefits"
shall be and include the following amounts, payable as described herein:

(i)  all accrued  but unpaid  base  salary for the time  period  ending with the
     effective date of termination (the "Termination Date");

(ii) reimbursement for any and all reasonable  expenses incurred by the Employee
     on behalf of the Company for the time  period  ending with the  Termination

(iii)any and all  compensation or other cash earned through the Termination Date
     and  deferred at the  election of the  Employee or pursuant to any deferred
     compensation plan then in effect; and

(iv) all other  payments  and benefits to which the Employee (or in the event of
     the Employee's death, the Employee's surviving spouse or other beneficiary)
     may be entitled as  compensatory  fringe benefits or under the terms of any
     benefit plan of the Company, excluding severance payments under any Company
     severance policy,  practice or agreement in effect immediately prior to the
     Termination pate.

Payment  of Accrued  Benefits  shall be made  promptly  in  accordance  with the
Company's  prevailing  practice  with  respect to  clauses  (i) and (ii) of this
Section  8.1 or with  respect to  clauses  (iii) and (iv) of this  Section  8.1,
pursuant  to the  terms  of the  benefit  plan  or  practice  establishing  such

(b)  "Severance Payments" shall include only the following:

(A)  Employee's  annual  base  salary  as in  effect  immediately  prior  to the
     Termination  Date,  shall be paid by the  Company  in  accordance  with its
     normal payroll  practices;  provided  however that if the Termination  Date
     occurs within the 6 month period prior to the end of the Term,  the Company
     shall be obliged to pay  Employee  his base salary only through the 6 month
     after the end of the Term;

(B)  the Company shall pay Employee an amount equal to the average  annual bonus
     for the  three (3)  previous  years.  Employee  shall  not be  required  to
     mitigate the amount of the Severance  Payments by securing other employment
     or otherwise,  nor will such Severance Payments be reduced by reason of the
     Employee  securing other employment or for any other reason.  The Severance
     Payments shall be in lieu of any other severance payments under any Company
     severance policy, practice or agreement,  and acceptance by the Employee of
     the Severance  Payments  shall  constitute  the  Employee's  release of any
     rights of the Employee to any such payments.

(c)  "Constructive Termination" shall mean any one or more of the following:

(i)  A significant  change in the nature or the scope of the Employee's  present
     authority  or  present  duties,  responsibilities  and status  without  the
     consent of Employee;

(ii) Employee  is assigned  duties of a  nonexecutive  nature for a  substantial
     period of time and for which the  Employee  is not  reasonably  equipped by
     his/her skills and experience;

(iii) There is a reduction in the Employee's monthly rate of base salary;

(iv) The present  site must be  Westport,  CT. As agreed,  Allan Martin needs to
     move to the Westport, CT area (ON OR BEFORE SEPTEMBER 1, 2001. "AM")

8.2 Effect of Termination Without Cause. If Employee's  employment is terminated
by the Company during the Term of this Agreement  "without  cause",  or Employee
terminates this Agreement by reason of circumstances constituting a Constructive
Termination, Employee shall be entitled to the following:,

(a)  the Accrued Benefits;

(b)  the Severance Payments; and

(c)  all options to purchase  capital stock of the Company held by Employee,  to
     the extent unvested,  shall,  immediately upon the Termination Date, become
     fully vested and  exercisable in accordance with the terms under which such
     options were granted.  To the extent such  acceleration  of vesting of such
     options is not  permissible  pursuant to the terms under which such options
     were  granted,  the Company  will pay to  Employee  an amount  equal to the
     excess,  if any,  of the  aggregate  fair  market  value  of all  stock  of
     underlying  such  options,  determined  on the  Termination  Date  over the
     aggregate  exercise  price for such stock pursuant to the terms under which
     the options were granted.

8.3  Termination  on Change of Control.  Twelve  (12)  months  after a change of
control and for a period of thirty (30) days  employee  may trigger a "change of
control"  termination.  Employee shall be entitled to receive the benefits under
Section 8 above. If Employee triggers a change of control termination, three (3)
months  notice is required.  Employee and Employer may modify this  provision by
mutual  agreement  any time during the twelve (12) months  following a change of

8.4 Change of Control. For purposes of Section 8.4 of this Agreement, "Change of
Control" shall mean any of the following with exception of mergers into a public

The sale,  assignment or transfer of assets of the Company or any  subsidiary or
subsidiaries,  in a  transaction  or series of  transactions,  if the  aggregate
consideration  received or to be received by the Company or any such  subsidiary
in  connection  with such sale,  assignment  or transfer  is greater  than fifty
percent (50%) of the book value,  determined  by the Company in accordance  with
generally accepted accounting principles of the Company's assets determined on a
consolidated  basis  immediately  before such  transaction  or the first of such
transactions; or The merger, consolidation,  share exchange or reorganization of
the Company (or one or more  subsidiaries  of the  Company) as a result of which
the  holders  of all of the shares of  capital  stock of the  Company as a group
would  receive less than fifty  percent (50%) of the voting power of the capital
stock or other interests of the surviving or resulting corporation or entity; or
The adoption of a plan of liquidation or the approval of the  dissolution of the
Company;  or The  commencement  (within  the meaning of SEC Rule 14d 2 under the
Exchange Act) of a tender or exchange offer which,  if successful,  would result
in a change of control of the Company.

9.   Non-Competition and Non-Solicitation.

9.1 Premises for Covenants.  The Employee acknowledges that the Company, through
its  employment of the  Employee,  will provide  Employee with certain  special,
unique,  extraordinary,  and valuable  confidential  business  and  professional
information,  substantial business and professional  contacts and relationships,
and the ability to have access to the Company's vendors,  customers,  employees,
and  consultants and other  professionals  and service  providers.  The Employee
further   acknowledges   that  such  confidential   information,   business  and
professional contacts, and the ability to have access to the Company's customers
and clients are solely the result of his/her employment by the Company, and that
they constitute valuable,  legitimate, and protectible business interests of the
Company.  In  consideration  of the  foregoing  and of  the  benefits  generally
provided to the Employee by the Company  pursuant to the terms of this Agreement
and otherwise, the Employee agrees to abide and be bound by the restrictions and
prohibitions of this Section 9.1 and Section 6 hereof,  which  restrictions  are
intended by the  parties to extend to any and all  activities  of the  Employee,
whether as an independent  contractor,  consultant,  officer,  director,  agent,
employee, partner, joint venturer,  stockholder, or member of or for any person,
firm, partnership, corporation or other entity, or otherwise.

9.2  Prohibition   Against   Competition  During  the  term  of  the  Employee's
employment,  whether pursuant to this Agreement, or otherwise,  and for a period
of twenty-four  (24) months  following the termination of employment  consistent
with the terms hereof or expiration of this Agreement or any extension  thereto,
the Employee shall not,  directly or  indirectly,  within the United States (the
"Restricted  Territory"),  be engaged or employed by,  consult  with,  assist or
participate  in any  manner  whatsoever,  or provide  financing  with or for any
entity, regardless of form, or person, that is engaged in a business competitive
with  Company  at the time of  termination  or  expiration,  including,  without
limitation  any of which utilizes  internet  connectivity  for in-theater  media
related to the above said areas.  Notwithstanding the foregoing, the restrictive
covenants  contained  in this  Section  9.2  shall  not  apply  if  Employee  is
terminated without cause.

9.3  Prohibition  Against  Solicitation:  During  the  term  of  the  Employee's
employment,  whether pursuant to this Agreement,  any automatic or other renewal
hereof, or otherwise,  and for a period of twenty-four (24) months following the
termination  of  such  employment  consistent  with  the  terms  hereof,  or the
expiration of this Agreement or any extension  thereto,  the Employee shall not,
directly  or  indirectly,  solicit  or  otherwise  communicate  with  any of the
employees,  vendors or customers of the Company with the purpose of causing such
person or entity to terminate their employment or business relationship with the
Company,  as the case may be. In addition,  the Employee agrees that during such
period  he/she  shall not,  directly  or  indirectly,  (i)  engage,  employ,  or
otherwise hire any of the employees of the Company,  or (ii) provide products or
services  to any  person  or  entity  who  was a  customer  of,  or is or was in
substantive  discussions  with  Company  with  respect to becoming a customer of

9.4  Automatic  Extension of Restricted  Time Period:  The period of time during
which the Employee is  prohibited  from engaging in certain  business  practices
pursuant  to  Sections  9.1,  9.2 or 9.3 shall be extended by the length of time
during which the Employee is in breach of such covenants.

9.5  Restrictive  Covenants  as  Essential  Elements  of this  Agreement:  It is
understood  by and  between the parties  hereto that the  foregoing  restrictive
covenants  set  forth in  Sections  9. 1 - 9.3 are  essential  elements  of this
Agreement,  and that,  but for the agreement of the Employee to comply with such
covenants,  the Company would not have agreed to enter into this Agreement.  The
existence of any claim or cause of action of the  Employee  against the Company,
whether  predicated  on this  Agreement,  or otherwise,  shall not  constitute a
defense to the  enforcement  by the Company of such  covenants  unless and until
Company  has been given  written  notice by  Employee  of such claim or cause of
action and has been given reasonable opportunity to cure same.

9.6 Divisibility of Covenants; Survivability:

(a)  It is agreed by the  Company  and the  Employee  that if any portion of the
     covenants set forth in this Section 9 are held to be invalid, unreasonable,
     arbitrary,  or against public  policy,  then such portion of such covenants
     shall be considered  divisible as to scope, time and geographical area. The
     Company and the Employee agree that, if any court of competent jurisdiction
     determines the specified commercial  activities,  time period or geographic
     area applicable to this Section 9 to be invalid, unreasonable, arbitrary or
     against public policy, a lesser scope or commercial  activity,  time period
     or geographic area which is determined to be reasonable,  non-arbitrary and
     not against public policy may be enforced against the Employee. The Company
     and the Employee  agree that the foregoing  covenants are  appropriate  and
     reasonable  when  considered  in  light of the  nature  and  extent  of the
     business conducted by the Company.

(b)  Except  as  otherwise  provided  for in  this  Agreement,  the  restrictive
     covenants and the duties,  obligations,  responsibilities  and covenants of
     the Employee  herein  contained  shall be deemed  independent and separable
     from the rest of this  Agreement  and shall  survive the  execution and any
     termination  or  expiration  hereof,  and in the  event of  termination  or
     expiration hereof shall continue to bind the parties hereto and continue in
     full force and effect  until each and every  obligation  herein  shall have
     been fully performed.

9.7 Specific  Performance.  The Employee hereby acknowledges and agrees that any
violation  by him/her of any  provision  of Section 6 of this  Agreement or this
Section 9 shall cause the Company  irreparable harm and damage, and the Employee
further  acknowledges  and agrees that  damages at law shall be an  insufficient
remedy to the Company if the  Employee  violates the terms of Sections 6 or 9 of
this  Agreement.  Accordingly,  it is agreed that the Company shall be entitled,
upon  application  to a court of competent  jurisdiction,  to obtain  injunctive
relief to enforce the provisions of such sections, which injunctive relief shall
be in addition to any other rights or remedies available to the Company.

10.  Miscellaneous.

10.1 No Waivers.  The failure of either  party to enforce any  provision of this
Agreement shall not be construed as a waiver of any such provision,  nor prevent
such party  thereafter  from enforcing such provision or any other  provision of
this Agreement.

10.2 Notices. Any notice to be given to the Company and Employee under the terms
of this Agreement may be delivered personally,  by telecopy, telex or other form
of written electronic transmission,  or by registered or certified mail, postage
prepaid, and shall be addressed as follows:

If to the Company:

James A. McManus
Distributed Media Corporation, Inc.
20 Ketchum Street
Westport, CT 06880
Facsimile no.: (203) 226-3509

If to Employee:
Allan Martin
DMC Cinema
20 Ketchum Street
Westport, CT 06880

Either party may hereafter notify the other in writing of any change in address.
Any notice shall be deemed duly given (i) when personally  delivered,  (ii) when
telecopied,   telexed  or  transmitted  by  other  form  of  written  electronic
transmission  (upon  confirmation of receipt) or (iii) on the third day after it
is mailed by registered or certified mail, postage prepaid, as provided herein.

10.3  Severability.  The  provisions of this  Agreement are severable and if any
provision  of  this  Agreement   shall  be  held  to  be  invalid  or  otherwise
unenforceable,  in  whole  or in  part,  the  remainder  of the  provisions,  or
enforceable parts thereof, shall not be affected thereby.

10.4  Successors  and Assigns.  The rights and  obligations of the Company under
this Agreement  shall inure to the benefit of and be binding upon the successors
and  assigns  of  the  Company,   including   the  survivor   upon  any  merger,
consolidation,  share  exchange or  combination  of the  Company  with any other
entity.  Employee  shall not have the right to  assign,  delegate  or  otherwise
transfer any duty or  obligation  to be  performed  by him/her  hereunder to any
person or entity.

10.5 Entire  Agreement.  This  Agreement,  including  all  exhibits,  schedules,
appendices,  and  attachments  is the entire  agreement  among the  parties  and
supersedes all prior and contemporaneous  agreements and understandings  between
the  parties  hereto,  oral or written,  and may not be  modified or  terminated
orally.  No modification,  termination or attempted waiver shall be valid unless
in writing,  signed by the party against whom such modification,  termination or
waiver is sought to be enforced.  This  Agreement was the subject of negotiation
by the parties hereto and their counsel.  The parties agree that no prior drafts
of this Agreement shall be admissible as evidence (whether in any arbitration or
court  of  law) in any  proceeding  which  involves  the  interpretation  of any
provisions of this Agreement.

10.6  Governing  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of Connecticut.

10.7  Section  Headings.  The  section  headings  contained  herein  are for the
purposes  of  convenience  only and are not  intended  to  define  or limit  the
contents of said sections.

10.8 Further  Assurances.  Each party hereto shall cooperate and shall take such
further  action and shall  execute and deliver such further  documents as may be
reasonably requested by the other party in order to carry out the provisions and
purposes of this Agreement.

10.9 Gender. All pronouns and variations thereof shall be deemed to refer to the
masculine, feminine or neuter, and to the singular or plural, as the identity of
the person or entity or person or entities may require.

10.10 Counterparts. This Agreement may be executed in counterparts, all of which
taken together shall be deemed one original.

10.11 Survival of Certain  Provisions.  The provisions of Sections 6, 7 and 8 of
this Agreement shall survive the termination of this Agreement.

10.12  Dispute  Resolution.  In  the  event  that  a  dispute  arises  over  the
interpretation or enforcement of the terms and conditions of this Agreement, the
venue shall be before the  American  Arbitration  Association  in New York,  New


10.14  Prior  Agreements.  This  Agreement  supersedes  and  replaces  any prior
Employment Agreements and Option Agreements between the parties, including their
respective subsidiary companies and/or affiliate entities.

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
hereunto  executed  this  Agreement as of the day and year first above  written.
Distributed Media Corporation, Inc A Delaware Corporation

Name: James A. McManus
Title: 'President and C.E.O.

Name: Allan Martin
Title: C.E.O. DMC Cinema

NCT Group, Inc. Guarantee in regard to severance payments .

Name: Michael Parrella
Title: President and C.E.O., NCT Group, Inc. A Delaware Corp.