Sample Business Contracts

Employment Agreement - DMC Cinema Inc. and Robert Crisp

Employment Forms

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  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
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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. (DMCC), a Delaware  corporation
(the  "Company"),  and Robert  Crisp,  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:

l.   Employment.

1.1 Employment and Title. The Company hereby employs the Employee,  and Employee
accepts   such   employment,   as   President,   DMC  Cinema   with   concurrent
responsibilities as Executive V.P. Sales Distributed Media Corporation {DMC) and
subsidiaries 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") 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 to 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  twenty  Thousand and no/100 Dollars ($
120,000), 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 Company.

3.2  Incentive  Cash  Compensation.  The Employee  shall  participate  in and be
eligible to (TO BE DISCUSSED)

3.3 Founder's Stock. In change 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.

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 Sales Commissions on Advertising.  As additional  compensation,  the Company
and/or  its  subsidiaries  shall  pay to  Employee  sales  commissions  on gross
advertising revenue pursuant to the following schedule:

(a)  5% of the gross amount of all advertising sales procured solely by Employee

(b)  3% of the gross  amount of all other  advertising  sales  Such  commissions
     shall be due upon the  Company's  receipt of the  advertising  revenue  and
     shall be paid in accordance with the Company's payroll policy.

3.7 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 Board),  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
     offense.  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  Date.  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 benefits.

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

(i)  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  for  the  365  day  period  commencing  on  the
     Employment  Date;  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;

(ii) the Company  shall pay  Employee  sales  commissions  on gross  advertising
     revenue as provided in Section 3.5 for advertising contracts fully executed
     by all parties thereto on or prior to the  Termination  Date as received by
     the Company  during the lesser of (i) one year  following  the  Termination
     Date,  or (ii) the end of the current  term of the  applicable  advertising
     contract.  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 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 and 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 Employee is required to relocate his/her  principal  business office or
     principal  place of residence  more than 25 miles from its current site (or
     if the  Employee's  place of  residence  at that time is more than 25 miles
     from  such  office,  more  than 10  miles  further  than  the  distance  of
     then-current  residence)  or the  Employee  is  assigned  duties that would
     reasonably require such relocation; provided, however, that such relocation
     shall  be  deemed  a  Constructive  Termination  if and  only if there is a
     reduction  in  the  Employee's  base  salary   compensation  or  any  other
     non-diminimis  adverse  economic effect on the Employee.  The Company shall
     pay all reasonable  expenses  associated  with such relocation as permitted
     under the Internal Revenue Code;

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:

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  e-commerce  or
e-content storage/retrieval 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) 226-3421

If to Employee:
Robert Crisp
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.

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

Name: Robert Crisp
Title: President, DMC Cinema/V.P. Sales DMC

NCT Group, Inc. Guarantee in regard to severance payments only.
Name: Title: President

Michael Parrella
and C.E.O., NCT Group, Inc.
A Delaware Corp.