EXHIBIT 10.7.4.1


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

                  AGREEMENT  dated  as  of  October  28,  1996,   between  JERRY
FINKELSTEIN,   residing  at  812  Park   Avenue,   New  York,   New  York  10021
("Executive"),  and NEWS  COMMUNICATIONS,  INC., a Nevada corporation having its
principal  office at 174-15 Horace Harding  Expressway  Fresh Meadows,  New York
11365 (the "Company").

                              W I T N E S S E T H :

                  WHEREAS,   Executive   and  the  Company  are  parties  to  an
Employment Agreement dated as of August 20, 1993 (the "Original Agreement"); and

                  WHEREAS, the parties desire to extend the term of the Original
Agreement, to amend certain other provisions thereof and to restate the Original
Agreement as so extended and amended;

                  IT IS AGREED that the Original Agreement is hereby amended and
restated  to read as set forth  herein,  effective  as of the date  first  above
written:

                  1.       Employment, Duties and Acceptance.

     1.1 The  Company  hereby  employs  Executive  as  Chairman  of its Board of
Directors ("Chairman").  All of Executive's powers and authority in any capacity
shall at all times be subject to the  reasonable  direction  and  control of the
Board of Directors of the Company ("Board"), to whom he shall report exclusively
in the manner and to the extent  that has been in effect  during the term of the
Original Agreement.

     1.2 Executive's  primary  functions and duties as Chairman,  in addition to
those set forth in the  Company's  By-Laws,  shall  include  (i)  assisting  the
Company and its subsidiaries to raise capital and obtain financing and fostering
the Company's  relationships  with the banking and investment  communities,  and
(ii)  promoting the  expansion of the  Company's  business by seeking to attract
potential  acquisition  candidates,  advertisers,  joint  venture  partners  and
others.   The  Board  may  assign  to  Executive   such  other   executive   and
administrative  duties for the Company or any  subsidiary  of the Company as are
consistent  with his status as Chairman.  Notwithstanding  the foregoing,  it is
recognized  that Executive is not required to devote his full business time only
to the conduct of the Company's affairs.

     1.3 Executive  shall be nominated for election as a member of the Board and
shall be elected as a member of the Board of Directors of each of the  Company's
subsidiaries so long as his employment continues under this Agreement.

     1.4  Executive  accepts  such  employment  and  agrees to devote  his time,
energies and attention to the  performance of his duties to the extent  required
of him hereunder.

     1.5 Executive's  services under this Agreement shall be performed primarily
in New York City, New York, or, at Executive's  discretion,  in such other place
or places as Executive  may from time to time reside,  subject,  in  Executive's
discretion, to reasonable domestic and overseas travel on behalf of the Company.

                  2.       Compensation.

     2.1 The Company  shall pay to  Executive an annual  salary of $195,000,  in
such periodic  installments as the Company  determines from time to time for the
payment of salaries to its executives  generally ("Basic  Salary").  Executive's
compensation shall be reviewed by the Company as of the beginning of each yearly
period during the term of this Agreement for the purpose of



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increasing  Executive's  compensation,  but  nothing  herein  shall  require the
Company to grant any increase.

     2.2 At the sole discretion of the Board,  Executive shall be paid an annual
bonus  ("Bonus"),  which  shall be based  upon such  factors  as the  results of
operation of the Company and its  subsidiaries  and  transactions  involving the
Company  or its  subsidiaries  which  have been  introduced  to the  Company  by
Executive or in which  Executive  has  otherwise  been involved on behalf of the
Company.

     2.3  In  consideration   of  Executive's   employment  under  the  Original
Agreement,  the Company and Executive executed a Stock Option Agreement pursuant
to which the Company, on September 1, 1993, granted to Executive the option (not
intended to qualify as an incentive  stock  option  under the  Internal  Revenue
Code) to purchase  300,000  shares of the Company's  Common Stock at an exercise
price of $2.375 per share until  August 31,  1998.  The Stock  Option  Agreement
requires the Company to lend to Executive,  on a non-recourse basis, the amounts
required by  Executive  to pay  federal,  state and local income taxes which may
become  due and owing by him as a result of the  exercise  by  Executive  of the
stock  options,  which  loans  are to be repaid  with  interest  (at the  lowest
possible  rate to avoid  the  imputation  of  interest  for tax  purposes)  when
Executive sells the shares purchased under the option. This loan will be secured
by a pledge of the stock  purchased by Executive  under the option and Executive
shall be afforded certain "piggy back" registration rights with respect to these
shares, all as more fully described in the Stock Option Agreement.

     2.4 At the request of  Executive,  he shall be entitled to (i) such medical
and other benefits and perquisites as are afforded to other senior executives of
the  Company  and its  subsidiaries,  and (ii)  provision  of an  automobile  or
automobile allowance, garage and mobile or portable telephonic equipment.

     2.5 The  Company  will  pay or  reimburse  Executive  for (i) all  expenses
relating to  maintenance of  appropriate  office space for Executive,  including
rent,  and a  secretary,  (ii) all  transportation,  hotel rent and other living
expenses  reasonably incurred by Executive on business trips and (iii) all other
ordinary  out-of-pocket expenses actually and necessarily incurred by him in the
conduct of the business of the Company against itemized vouchers  submitted with
respect to any such expenses approved in accordance with customary procedures.

     2.6 The Company shall  indemnify  Executive and hold Executive  harmless to
the fullest  extent  allowed by law with  respect to any claim  brought  against
Executive as a result of or in connection with his employment hereunder or other
affiliation with the Company or its subsidiaries, whether such claim arises from
events occurring during, prior to or after the term of this Agreement, including
reasonable  attorneys' fees,  settlement costs, and all other costs and expenses
which may be incurred by Executive in connection  with the defense or settlement
thereof,  which  fees,  costs  and  expenses  shall  be paid on  behalf  of,  or
reimbursed to, Executive as they are incurred to the extent legally permissible.

                  3.       Term and Termination.

                  3.1 The term of this Agreement shall continue until August 19,
2003, or until earlier terminated as herein provided.

                  3.2 Executive may terminate  this Agreement at any time during
the term hereof by giving at least 10 days' prior written  notice to the Company
to such effect.




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                  3.3 If  Executive  shall  become  permanently  disabled or die
during the term of this Agreement,  this Agreement  shall  thereupon  terminate,
except  that  the  Company  shall  continue  to pay to  Executive  or the  legal
representative  of Executive's  estate all monies due hereunder until August 19,
2003,  including Basic Salary and Bonus, at such times as such monies would have
been paid to Executive had he survived or not become disabled.

                  3.4 The Company,  by notice to Executive,  may terminate  this
Agreement and Executive's  employment with the Company for proper cause. As used
herein, "proper cause" shall mean: (a) the commission by Executive of a material
breach of any of the  provisions of this  Agreement;  (b)  misappropriating  any
funds or property of the Company or any of its subsidiaries; or (c) unreasonable
neglect or refusal to perform the duties assigned to Executive under or pursuant
to this  Agreement  after not less than ten (10) days notice to Executive of the
claimed  neglect or refusal  and his failure to correct the same (or take active
steps to do so if it is not reasonable to accomplish within such period).

                  4.       Protection of Confidential Information.

     4.1 Executive acknowledges that:

     (a) As a result of his  employment  by the Company,  Executive  will obtain
secret and confidential  information  concerning the business of the Company and
its  subsidiaries,  including,  without  limitation,  the identity of suppliers,
dealers and customers,  their needs and  requirements,  the nature and extent of
contracts with them, and related cost, price and sales information.

     (b) The  provisions of this  Agreement are reasonable and necessary for the
protection of the business of the Company and its subsidiaries.

     4.2 Executive  agrees that he will not at any time,  either during the term
of this Agreement or thereafter,  divulge to any person, firm or corporation any
information  obtained or learned by him as a result of his  employment  with the
Company or any of its subsidiaries  with regard to the  operational,  financial,
business or other affairs of the Company or its subsidiaries, their officers and
directors,  including, without limitation, trade "know how," secrets, advertiser
and customer lists, dealers, distributors, pricing policies, operational methods
or  technical  processes,  except  (i) in the  course of  performing  his duties
hereunder,  (ii) with the Company's express written consent; (iii) to the extent
that any such  information  is in the  public  domain  other than as a result of
Executive's breach of any of his obligations  hereunder;  or (iv) where required
to be disclosed by court order,  subpoena or other  government  process.  In the
event that  Executive  shall be  required  to make  disclosure  pursuant  to the
provisions of clause (iv) of the preceding sentence,  Executive promptly, but in
no event more than 24 hours after  learning of such  subpoena,  court order,  or
other government  process,  shall notify,  by personal delivery or by electronic
means,  confirmed by mail, the Company and, at the Company's expense,  Executive
shall:  (a) take all  reasonably  necessary  steps  requested  by the Company to
defend against the enforcement of such subpoena, court order or other government
process, and (b) permit the Company to intervene and participate with counsel of
its choice in any proceeding relating to the enforcement thereof.

     4.3 If Executive  commits a breach, or threatens to commit a breach, of any
of the provisions of Section 4.2, the Company shall have the right and remedy to
have the provisions of



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this Agreement specifically enforced by any court having equity jurisdiction, it
being  acknowledged  and agreed by Executive  that any such breach or threatened
breach will cause irreparable  injury to the Company and that money damages will
not provide an adequate remedy to the Company.

     4.4 If any provision of Section 4.2 is held to be unenforceable  because of
the  scope  or  duration  of  its  applica  bility,  the  tribunal  making  such
determination  shall have the power to modify such scope or duration,  or either
of them,  and such  provision or  provisions  shall then be  applicable  in such
modified form.

                  5.       Miscellaneous Provisions.

     5.1 All notices  provided for in this  Agreement  shall be in writing,  and
shall be deemed to have been duly given when  delivered  personally to the party
to receive the same, when given by electronic  means, or when mailed first class
postage  prepaid,  by registered or certified  mail,  return receipt  requested,
addressed  to the  party to  receive  the same at his or its  address  set forth
below,  or such  other  address  as the party to  receive  the same  shall  have
specified  by written  notice  given in the manner  provided for in this Section
5.1.  All notices  shall be deemed to have been given as of the date of personal
delivery, transmittal or mailing thereof.

                                  To Executive:

                              Mr. Jerry Finkelstein
                                 812 Park Avenue
                            New York, New York 10021

                       Marked "Personal and Confidential"

                                 To the Company:

                            News Communications, Inc.
                        174-15 Horace Harding Expressway
                          Fresh Meadows, New York 11365
                                Attn.: President


     5.2 This Agreement sets forth the entire  agreement of the parties relating
to  the  employment  of  Executive  and  is  intended  to  supersede  all  prior
negotiations, understandings and agreements. No provisions of this Agreement may
be waived or changed  except by a writing by the party  against whom such waiver
or change  is  sought  to be  enforced.  The  failure  of any  party to  require
performance  of any  provision  hereof or thereof  shall in no manner affect the
right at a later time to enforce such provision.

     5.3 All questions with respect to the  construction of this Agreement,  and
the rights and  obligations  of the parties  hereunder,  shall be  determined in
accordance  with the law of the State of New York  applicable to agreements made
and to be performed entirely in New York.

     5.4 The article  headings are inserted only as a matter of convenience  and
for reference and in no way define, limit or describe the scope or intent of any
provision of this Agreement.

     5.5 This  Agreement  shall inure to the benefit of and be binding  upon the
successors and assigns of the Company. This Agreement shall not be assignable by
Executive  and shall inure to the benefit of and be binding upon  Executive  and
his legal representatives.

                  5.6 The Company and Executive acknowledge that Graubard Mollen
& Miller, the Company's general counsel ("Graubard"), has drafted this Agreement
in accordance with the Company's  instructions and that Graubard has represented
neither of them in



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connection  herewith and each of the Company and  Executive  hereby  consents to
such activities on the part of Graubard.

     5.7 The Company  acknowledges  that  Executive is involved in many business
activities and personal  investments  other than those involving the Company and
its  subsidiaries,  that such other  activities and  investments may at times be
competitive  to or in  conflict  with  the  interests  of the  Company  and  its
subsidiaries  and  that  Executive  is  under  no  obligation  to  either  offer
competitive  or  conflicting  opportunities  to the  Company or to  resolve  any
conflicts  which may arise in a manner  which is favorable or not adverse to the
interests of the Company and its subsidiaries.

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


                                                 By:  /s/   JERRY FINKELSTEIN
                                                    ---------------------------
                                                        JERRY FINKELSTEIN


                                                     NEWS COMMUNICATIONS, INC.


                                                 By: /s/   MICHAEL SCHENKLER
                                                    ---------------------------
                                                         MICHAEL SCHENKLER
                                                 Title:    President




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