EXHIBIT 10.1
                           EMPLOYMENT AGREEMENT
     
     THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as 
of the 1st day of January, 1997 between Princeton Media Group, Inc., a 
Canadian corporation (the "Company"), and James J. McNamara, an individual 
resident of Palm Beach, Florida (the "Employee").

                                WITNESSETH:

     WHEREAS, it is the desire of the Company to offer the Employee employment 
with the Company upon the terms and subject to the conditions set forth 
herein; and

     WHEREAS, it is the desire of the Employee to accept the Company's offer 
of employment with the Company upon the terms and subject to the conditions 
set forth herein.

     NOW THEREFORE, in consideration of the premises and mutual covenants, 
conditions and agreements contained herein and for such other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto, each intending to be legally bound hereby, 
agree as follows:

     1.     Employment.  The Company hereby agrees to employ the Employee and 
the Employee hereby agrees to be employed by the Company upon the terms and 
subject to the conditions set forth herein for the period of employment as set 
forth in Section 2 hereof (the "Period of Employment").  Nothing set forth 
herein shall be construed to give the Company the right to require the 
Employee to relocate or be based in any place other than the greater Palm 
Beach, Florida metropolitan area.

     2.     Term; Period of Employment.  Subject to extension or termination 
as hereinafter provided, the Period of Employment hereunder shall be from the 
date hereof (the "Effective Date") through the tenth anniversary of the 
Effective Date and shall be extended at the option of the Employee for a three 
(3) year period (the "Renewal Period").  Notwithstanding any other provision 
of this Agreement, it may be terminated:  (i) by the Employee, on one (1) 
year's prior written notice to the Company; or (ii) by the Company, on three 
(3) years' prior written notice to the employee.  The phrase "Period of 
Employment" as used herein shall, unless otherwise indicated:  (a) 
specifically include any extensions permitted hereunder or provided herein, 
except as otherwise noted; and (b) be deemed to have terminated as of the date 
of any notice provided to the Employee pursuant to Section 9 hereof, 
notwithstanding the Company's obligation to pay the Employee pursuant to 
Subsections 9(b) and 9(c) hereof.

     3.     Office and Duties.  During the Period of Employment:

          (a)     the Employee shall be employed as the most senior executive 
officer as set forth in the bylaws of the Company (the "Bylaws") with the 
responsibilities reasonably prescribed for such position by the board of 
directors of the Company (the "Board of Directors") in accordance with the 
Bylaws; the Employee shall also be a director throughout the Period of 
Employment; and

          (b)     the Employee shall devote at least twenty (20) hours of his 
time per week to the business and affairs of the Company except for vacations, 
illness or incapacity, as hereinafter set forth.  Notwithstanding the 
preceding sentence, nothing in this Agreement shall preclude the Employee from 
devoting reasonable amounts of time:

               (i)     for serving as a director, officer or member of a 
committee of Celebrity Entertainment, Inc. or of any organization or entity 
involving no conflict of interest with the Company; or

               (ii)     engaging in charitable and community activities;

provided, however, that such activities do not interfere with the performance 
by the Employee of his duties hereunder.  In consideration of such employment, 
the Employee agrees that he shall not, directly or indirectly, individually or 
as a member of any partnership or joint venture, or as an officer, director, 
stockholder, employee or agent of any other person, firm, corporation, 
business organization or other entity, engage in any trade or business 
activity or pursuit for his own account or for, or on behalf of, any other 
person, firm, corporation, business organization or other entity, irrespective 
of whether the same competes, conflicts or interferes with that of the Company 
or the performance of the Employee's obligations hereunder; provided, however, 
that nothing contained herein shall be construed to prevent the Employee 
from:  (x) investing in the stock of Celebrity Entertainment, Inc. or of any 
corporation, which does not compete with the Company, which is listed on a 
national securities exchange or traded in the over-the-counter market if the 
Employee does not and will not as a result of such investment own more than 
five percent (5%) of the stock of such corporation ("Permitted Investments"); 
or (y) engaging in personal business ventures to which the Employee devotes 
time outside of the time required to be devoted to the business of the Company 
hereunder.

     The Employee represents and warrants that he is not party to any 
agreement, oral or written, which restricts in any way:  (a) his ability to 
perform his obligations hereunder; or (b) his right to compete with a previous 
employer or such employer's business.

          (c)     the Employee shall be entitled to vacation time of five 
weeks per year.

     4.     Compensation and Benefits.  In exchange for the services rendered 
by the Employee pursuant hereto in any capacity during the Period of 
Employment, including without limitation, services as an officer, director, or 
member of any committee of the Company or any affiliate, subsidiary or 
division thereof, the Employee shall be compensated as follows:

          (a)     Compensation.  The Company shall pay the Employee 
compensation equal to at least One Hundred Fifty Thousand Dollars ($150,000) 
per annum ("Annual Compensation") at a rate of Twelve Thousand Five Hundred 
Dollars ($12,500) per month ("Monthly Compensation") until such time as the 
Company's reported net revenues for the prior consecutive four (4) quarters 
(the "Last 4 Quarters' Revenue") equals or exceeds $17,000,000 whereupon the 
Employee's Annual Compensation shall increase in accordance with the schedule 
set forth below.  Such salary shall be payable in accordance with the 
customary payroll practices of the Company.

     The Employee's compensation shall be increased as set forth hereunder if 
and when the specific net revenue targets are met by the Company:

Last 4 Quarters' Revenue         Annual Compensation     Monthly Compensation 

Equals or exceeds $17,000,000          $200,000          $16,666.66

Equals or exceeds $25,000,000          $250,000 (plus     $20,833.33 (plus
                                       Participating      Participating 
                                       Salary,            Salary, if any)  
                                       if any, defined
                                       below)               
                                              
     The Employee will be entitled to receive participating salary in addition 
to the Annual Compensation.  For purposes of this Section 4(a), participating 
salary will be defined as additional compensation payable to the Employee in 
the event that the Last 4 Quarters' Revenue exceeds $30,000,000 
("Participating Salary").

     The amount of such Participating Salary will be based upon a formula 
equal to .001 of the amount by which the Last 4 Quarters' Revenue exceeds 
$30,000,000 for any period during which such revenue target is met.  The 
Employee will be paid the Participating Salary, if any, within forty-five (45) 
days after the close of the fiscal quarter ending the period for which it is 
payable.

          (b)     Profitability Bonus.  The Company may pay the Employee a 
bonus if, in the sole judgment of the Board of Directors, the earnings of the 
Company or the services of the Employee merit such a bonus.

          (c)     Withholding and Employment Tax.  Payment of all compensation 
hereunder shall be subject to customary withholding tax and other employment 
taxes as may be required with respect to compensation paid by an 
employer/corporation to an employee.

          (d)     Options.  Upon commencement of employment of the Employee 
hereunder, the Company shall grant to the Employee an option (the "Option") to 
purchase One Million Two Hundred Thousand (1,200,000) shares of 
the common stock of the Company (the "Common Stock") at an exercise price of 
$3.00; the Option shall vest and become exercisable with respect to 120,000 
shares of Common Stock on the first anniversary of the Issue Date and 
thereafter will become exercisable in equal increments over the next nine 
years.  Notwithstanding the foregoing, the vesting period under the Option may 
be accelerated subject to the satisfaction of the conditions as set forth in 
Section 2(g) of the Option, a copy of the form of which is attached hereto and 
the terms of which are incorporated herein by reference.
     
     5.     Business Expenses.  The Company shall:  (a) pay or reimburse the 
Employee for all reasonable travel or other expenses incurred by the Employee 
in connection with the performance of his duties under this Agreement, 
provided that the same are previously authorized by the Company, in accordance 
with such procedures as the Company may from time to time establish for 
employees and as required to preserve any deductions for federal income 
taxation purposes to which the Company may be entitled; and (b) pay the 
Employee $800 per month as an automobile allowance and, in addition thereto, 
reimburse the Employee for all reasonable expenses related to maintenance of 
such an automobile including, but not limited to, ordinary and necessary 
repairs, registration, insurance and fuel.

     6.     Disability.  The Company shall provide the Employee with 
substantially the same disability insurance benefits as those, if any, 
currently being provided by the Company, if any, for similar employees, which 
insurance benefits must provide for disbursement thereunder of an amount equal 
to no less than 60% of the Employee's then current compensation as set forth 
in Section 4(a) hereof.

     7.     Death.  The Company shall provide the Employee with substantially 
the same life insurance benefits as those currently being provided by the 
Company for similar employees.  In the event of the Employee's death, the 
obligation of the Company to make payments pursuant to Section 4 hereof shall 
cease as of the date of such Employee's death and the Company shall pay to the 
estate of the Employee any amount due to the Employee under Sections 4 and 5 
which has accrued up to the date of death.

     8.     Other Benefits.  The Employee shall be entitled to participate in 
fringe benefit, deferred compensation and stock option plans or programs of 
the Company, if any, to the extent that his position, tenure, salary, age, 
health and other qualifications make him eligible to participate, subject to 
the rules and regulations applicable thereto.  Such additional benefits shall 
include, but not be limited to, paid sick leave and individual health 
insurance (all in accordance with the policies of the Company) and 
professional dues and association memberships.  Except as specifically set 
forth herein, the terms of, and participation by the Employee in, any deferred 
compensation plan or program shall be determined by the Board of Directors in 
its sole discretion.

     9.     Termination of Employment.  Notwithstanding any other provision of 
this Agreement, employment hereunder may be terminated:

          (a)     By the Company, in the event of the employee's death or 
Disability or for "Just Cause."  "Just Cause" shall be defined to be limited 
to:  (i) the Employee's indictment or conviction of a crime involving a 
felonious act or acts, including dishonesty, fraud or moral turpitude by the 
Employee; (ii) prolonged or repeated absence from duty without the consent of 
the Company (for reasons other than the Employee's health or incapacity); 
(iii) habitual engaging in any activity which is competitive with the business 
of the Company; and (iv) habitual and willful misconduct on the part of the 
Employee relating to the performance of his duties hereunder.  The Employee 
shall be deemed to have a "Disability" for purposes of this Agreement if he is 
unable to perform, by reason of physical or mental incapacity, a material 
portion of his duties or obligations under this Agreement for a period of one 
hundred twenty (120) consecutive days in any 365-day period.  The Board of 
Directors shall determine whether and when the Disability of the Employee has 
occurred and such determination shall not be arbitrary or unreasonable.  The 
Company shall by written notice to the Employee given within thirty (30) days 
after discovery of the occurrence of an event or circumstance which 
constitutes "Just Cause," specify the event or circumstance giving rise to the 
Company's exercise of its right hereunder and, with respect to Just Cause 
arising under Section 9(a)(i), the Employee's employment hereunder shall be 
deemed terminated as of the date of such notice; with respect to Just Cause 
arising under Section 9(a)(ii), the Company shall provide the Employee with 
thirty (30) days written notice of such violation and the Employee shall be 
given reasonable opportunity during such thirty (30) day period to cure the 
subject violation;

          (b)     By the Company, in its sole and absolute discretion, 
provided that in such event the Company shall, as liquidated damages or 
severance pay, or both, pay the Employee an amount equal to the Employee's 
then Monthly Compensation (as defined in Section 4(a) hereof) multiplied by 
the sum of the number of months remaining during the Period of Employment plus 
twelve (12) months (the "Termination Formula"); provided however, that in the 
event that the Employee is terminated hereunder during the first three (3) 
year period of the Period of Employment (exclusive of the Renewal Period), the 
"number of months remaining" for application of the Termination Formula shall 
be construed to mean the number of months remaining during such initial three 
(3) year period plus twelve (12) months, exclusive of the three (3) year 
Renewal Period (as defined in Section 2 hereof); or 

          (c)     By the Employee: (i) upon any material violation of any 
material provision of this Agreement by the Company, which violation remains 
unremedied for a period of thirty (30) days after written notice of the same 
is delivered to the Company by the Employee; (ii) upon any material change in 
the nature of the Company's business, without the Employee's prior consent; 
(iii) upon any material change in the responsibilities of the Employee, 
without the Employee's prior consent; or (iv) a "Change of Control" as defined 
in Section 10(b) hereof, provided that in such event, the Company shall, as 
liquidated damages or severance pay, or both, pay to the Employee in one lump 
sum installment an amount equal to the Employee's current Monthly Compensation 
(as defined in Section 4(a) or Annex A, as applicable), for the number of 
months remaining in the Period of Employment.

     Nothing set forth in this section shall:  (i) require the Employee in the 
event of termination pursuant to Subsections 9(b) or 9(c) above to mitigate 
damages during the period in which the Employee is receiving payment 
thereunder (the "Severance Period"); or (ii) entitle the Company to offset the 
amounts owed by the Company to the Employee pursuant to Subsections 9(b) or 
9(c) by any income or compensation received by the Employee from sources other 
than the Company during such Severance Period.  In addition, the Company shall 
not be entitled to withhold or otherwise offset any amounts payable to the 
Employee under Subsections 9(b) or 9(c) above in response to an alleged 
violation by the Employee of any of the obligations which are imposed under 
this Agreement and survive termination hereof until such time as court of 
competent jurisdiction or other appropriate governing body has rendered 
judgment or otherwise made a determination with respect to whether such 
violation has occurred.

     In the event that this Agreement is terminated pursuant to Sections 9(b) 
or 9(c), the Employee shall be entitled to continue to participate, at the 
Company's expense, in any health insurance plan of the Company then in place 
for such period as the Employee is entitled to receive severance payment 
hereunder.  In the event that such insurance policy does not provide for the 
Employee's confirmed coverage thereunder as a result of termination hereof, 
the Company will provide other comparable health insurance to the Employee, at 
the Company's expense.

     10.     Non-Competition.  Notwithstanding any earlier termination, during 
the Period of Employment and for one (1) year thereafter:

          (a)     the Employee shall not, anywhere in North America directly 
or indirectly, individually or as a member of any partnership or joint 
venture, or as an officer, director, stockholder, employee or agent of any 
other person, firm, corporation, business organization or other entity, 
participate in, engage in, solicit or have any financial or other interest in 
any activity or any business or other enterprise in any field which at the 
time of termination is competitive with the business or is in substantially 
the same business as the Company or any affiliate, subsidiary or division 
thereof (unless the Board of Directors shall have authorized such activity and 
the Company shall have consented thereto in writing), as an individual or as a 
member of any partnership or joint venture, or as an officer, director,
stockhol
der, investor, employee or agent of any other person, firm, corporation, 
business organization or other entity; provided, however, that nothing 
contained herein shall be construed to prevent the employee from investing in 
Permitted Investments; and

          (b)     the Employee shall not:  (i) solicit or induce any employee 
of the Company to terminate his employment or otherwise leave the Company's 
employ or hire any such employee (unless the Board of Directors shall have 
authorized such employment and the Company shall have consented thereto in 
writing); or (ii) contact or solicit any clients or customers of the Company, 
either as an individual or as a member of any partnership or joint venture, or 
as an officer, director, stockholder, investor, employee or agent of any other 
person, firm, corporation, business organization or other entity; provided, 
however, that the provisions of this Section 9 shall be of no force and effect 
in the event of a Change of Control.  A Change of Control shall be deemed to 
occur if:  (x) the Company is merged into another corporation and, after such 
merger, the voting securities of the Company outstanding immediately prior to 
such merger represent less than 75% of the voting securities of the surviving 
corporation; or (y) all or substantially all of the assets of the Company are 
sold; or (z) a person or group (not including the Employee) obtains beneficial 
ownership of twenty (20%) or more of the Company's issued and outstanding 
voting securities.

The Employee is aware that the Company is entering or may enter into other 
employment agreements similar to this Agreement with other employees similarly 
situated to the Employee and that it is important to the Company to maintain 
consistency among the employment agreements between it and those similarly 
situated employees.  The Employee has therefore consented to the inclusion of 
this section at the request of the Company for the express purpose of such 
consistency.  

     11.     Confidential Information.  The parties hereto recognize that it 
is fundamental to the business and operation of the Company, its affiliates, 
subsidiaries and divisions thereof to preserve the specialized knowledge, 
trade secrets, and confidential information of the foregoing concerning the 
field of advertising, marketing and interactive Internet solutions.  The 
strength and good will of the Company is derived from the specialized 
knowledge, trade secrets, and confidential information generated from 
experience through the activities undertaken by the Company, its affiliates, 
subsidiaries and divisions thereof.  The disclosure of any of such information 
and the knowledge thereof on the part of competitors would be beneficial to 
such competitors and detrimental to the Company, its affiliates, subsidiaries 
and divisions thereof, as would the disclosure of information about the 
marketing practices, pricing practices, costs, profit margins, design 
specifications, analytical techniques, concepts, ideas, process developments 
(whether or not patentable), customer and client agreements, vendor and 
supplier agreements and similar items or technologies.  By reason of his being 
an employee of the Company, in the course of his employment, the Employee has 
or shall have access to, and has obtained or shall obtain, specialized 
knowledge, trade secrets and confidential information such as that described 
herein about the business and operation of the Company, its affiliates, 
subsidiaries and divisions thereof.  Therefore, the Employee hereby agrees as 
follows, recognizing and acknowledging that the Company is relying on the 
following in entering into this Agreement:

          (a)     The Employee hereby sells, transfers and assigns to the 
Company, or to any person or entity designated by the Company, any and all 
right, title and interest of the Employee in and to all creations, designs, 
inventions, ideas, disclosures and improvements, whether patented or 
unpatented, and copyrightable material, made or conceived by the Employee 
solely or jointly, in whole or in part, during or before the term hereof 
(commencing with the date of the Employee's employment with the Company) 
which:  (i) relate to methods, apparatus, designs, products, processes or 
devices created, promoted, marketed, distributed, sold, leased, used, 
developed, relied upon or otherwise provided by the Company or any affiliate, 
subsidiary or division thereof; or (ii) otherwise relate to or pertain to the 
business, operations or affairs of the Company or any affiliate, subsidiary or 
division thereof.  Whether during the Period of Employment or thereafter, the 
Employee shall execute and deliver to the Company such formal transfers and 
assignments and such other papers and documents as may be required of the 
Employee to permit the Company or any person or entity designated by the 
Company to file, enforce and prosecute the patent applications relating to any 
of the foregoing and, as to copyrightable material, to obtain copyright 
thereon; and

          (b)     Notwithstanding any earlier termination, during the Period 
of Employment and for a period of one (1) year thereafter, the Employee shall, 
except as otherwise required by or compelled by law, keep secret and retain in 
strict confidence, and shall not use, disclose to others, or publish any 
information, other than information which is in the public domain or becomes 
publicly available through no wrongful act on the part of the Employee, which 
information shall be deemed not to be confidential information, relating to 
the business, operation or other affairs of the Company, its affiliates, 
subsidiaries and divisions thereof, including but not limited to confidential 
information concerning the design and marketing practices, pricing practices, 
costs, profit margins, products, methods, guidelines, procedures, engineering 
designs and standards, design specifications, analytical techniques, technical 
information, customer, client, vendor or supplier information, employee 
information, and any and all other confidential information acquired by him in 
the course of his past or future services for the Company or any affiliate, 
subsidiary or division thereof.  The Employee shall hold as the Company's 
property all notes, memoranda, books, records, papers, letters, formulas and 
other data and all copies thereof and therefrom in any way relating to the 
business, operation or other affairs of the Company, its affiliates, 
subsidiaries and divisions thereof, whether made by him or otherwise coming 
into his possession.  Upon termination of his employment or upon the demand of 
the Company, at any time, the Employee shall deliver the same to the Company 
within twenty-four (24) hours of such termination or demand.

     12.     Reasonableness of Restrictions.  The Employee hereby agrees that 
the restrictions in this Agreement, including without limitation, those 
relating to the duration of the provisions hereof and the territory to which 
such restrictions apply, are necessary and fundamental to the protection of 
the business and operation of the Company, its affiliates, subsidiaries and 
divisions thereof, and are reasonable and valid.

     13.     Reformation of Certain Provisions.  In the event that a court of 
competent jurisdiction determines that the non-compete or the confidentiality 
provisions hereof are unreasonably broad or otherwise unenforceable because of 
the length of their respective terms or the breadth of their territorial 
scope, or for any other reason, the parties hereto agree that such court may 
reform the terms and/or scope of such covenants so that the same are 
reasonable and, as reformed, shall be enforceable.

     14.     Remedies.  Subject to Section 15 below, in the event of a breach 
of any of the provisions of this Agreement, the non-breaching party shall 
provide written notice of such breach to the breaching party.  The breaching 
party shall have thirty (30) days after receipt of such notice in which to 
cure its breach.  If, on the thirty-first (31st) day after receipt of such 
notice, the breaching party shall have failed to cure such breach, the 
non-breaching party thereafter shall be entitled to seek damages.  It is 
acknowledged that this Agreement is of a unique nature and of extraordinary 
value and of such a character that a breach hereof by the Employee shall 
result in irreparable damage and injury to the Company for which the Company 
may not have any adequate remedy at law.  Therefore, if, on the thirty-first 
(31st) day after receipt of such notice, the breaching party shall have failed 
to cure such breach, the non-breaching party shall also be entitled to seek a 
decree of specific performance against the breaching party, or such other 
relief by way of restraining order, injunction or otherwise as may be 
appropriate to ensure compliance with this Agreement.  The remedies provided 
by this section are non-exclusive and the pursuit of such remedies shall not 
in any way limit any other remedy available to the parties with respect to 
this Agreement, including, without limitation, any remedy available at law or 
equity with respect to any anticipatory or threatened breach of the provisions 
hereof.  In the event  of any litigation or other proceeding between the 
Company and the Employee with respect to the subject matter of this Agreement 
and the enforcement of the rights hereunder, the losing party shall reimburse 
the prevailing party for all of his/its reasonable costs and expenses, as well 
as any forum fees, relating to such litigation or other proceeding, including, 
without limitation, his/its reasonable attorneys' fees and expenses, provided 
that such litigation or proceeding results in a final settlement requiring 
payment to the prevailing party; or final judgement.

     15.     Certain Provisions; Specific Performance.  In the event of a 
breach by the Employee of the non-competition or confidentiality provisions 
hereof, such breach shall not be subject to the cure provision of Section 14 
above and the Company shall be entitled to seek immediate injunctive relief 
and a decree of specific performance against the Employee.  Such remedy is 
non-exclusive and shall be in addition to any other remedy to which the 
Company or any affiliate, subsidiary or division thereof may be entitled.

     16.     Consolidation; Merger; Sale of Assets.  Nothing in this Agreement 
shall preclude the Company from combining, consolidating or merging with or 
into, transferring all or substantially all of its assets to, or entering into 
a partnership or joint venture with, another corporation or other entity, or 
effecting any other kind of corporate combination, provided that, the 
corporation resulting from or surviving such combination, consolidation or 
merger, or to which such assets are transferred, or such partnership or joint 
venture assumes this Agreement and all obligations and  undertakings of the 
Company hereunder.  Upon such a consolidation, merger, transfer of assets or 
formation of such partnership or joint venture, this Agreement shall inure to 
the benefit of, be assumed by, and be binding upon such resulting or surviving 
transferee corporation or such partnership or joint venture, and the term 
"Company," as used in this Agreement, shall mean such corporation, partnership 
or joint venture, or other entity and subject to the provisions in this 
Agreement relating to the Change of Control, this Agreement shall continue in 
full force and effect and shall entitle the Employee and his heirs, 
beneficiaries and representatives to exactly the same compensation, benefits, 
perquisites, payments and other rights as would have been their entitlement 
had such combination, consolidation, merger, transfer of assets or formation 
of such partnership or joint venture not occurred.

     17.     Survival.  Sections 10 through 15 shall survive the termination 
for any reason of this Agreement (whether such termination is by the Company, 
by the Employee, upon the expiration of this Agreement by its terms or 
otherwise); provided, however, that in the event that the Company ceases to 
exist and neither an affiliate, subsidiary or division thereof has assumed, at 
its option, the obligations of the Company hereunder, the Employee shall no 
longer be bound by the Non-Competition provision set forth in Section 10 
hereof.

     18.     Severability.  The provisions of this Agreement shall be 
considered severable in the event that any of such provisions are held by a 
court of competent jurisdiction to be invalid, void or otherwise 
unenforceable.  Such invalid, void or otherwise unenforceable provisions shall 
be automatically replaced by other provisions which are valid and enforceable 
and which are as similar as possible in term and intent to those provisions 
deemed to be invalid, void or otherwise unenforceable.  Notwithstanding the 
foregoing, the remaining provisions hereof shall remain enforceable to the 
fullest extent permitted by law.

     19.     Entire Agreement; Amendment.  This Agreement contains the entire 
agreement between the Company and the Employee with respect to the subject 
matter hereof and thereof.  This Agreement may not be amended, changed, 
modified or discharged, nor may any provision hereof be waived, except by an 
instrument in writing executed by or on behalf of the party against whom 
enforcement of any amendment, waiver, change, modification or discharge is 
sought.  No course of conduct or dealing shall be construed to modify, amend 
or otherwise affect any of the provisions hereof.

     20.     Notices.  All notices, request, demands and other communications 
hereunder shall be in writing and shall be deemed to have been duly given if 
physically delivered, delivered by express mail or other expedited service or 
upon receipt if mailed, postage prepaid, via first class mail as follows:

          (a)     To the Company:  Princeton Media Group, Inc.
                                   214 Brazilian Avenue, Suite 300
                                   Palm Beach, Florida  33480
                                   Attention:  President

               With an additional copy
               by like means to:        Fleming & O'Neill, P.C.
                                        Two Newton Place, Suite 200
                                        Newton, Massachusetts  02158
                                        Attn:  Julia K. O'Neill, Esq.
               
          (b)     To the Employee: Mr. James J. McNamara
                                   214 Brazilian Avenue, Suite 300
                                   Palm Beach, Florida  33480

and/or to such other persons and addresses as any party hereto shall have 
specified in writing to the other.

     21.     Assignability.  This Agreement shall not be assignable by the 
Employee, but shall be binding upon and shall inure to the benefit of his 
heirs, executors, administrators and legal representatives.  This Agreement 
shall be assignable by the Company to any affiliate, subsidiary or division 
thereof and to any successor in interest.

     22.     Governing Law.  This Agreement shall be governed by and construed 
under the laws of the State of Florida, without regard to the principles of 
conflicts of laws thereof.

     23.     Waiver and Further Agreement.  Any waiver of any breach of any 
terms or conditions of this Agreement shall not operate as a waiver of any 
other breach of such terms or conditions or any other term or condition 
hereof, nor shall any failure to enforce any provision hereof operate as a 
waiver of such provision or of any other provision hereof.  Each of the  
parties hereto agrees to execute all such further instruments and documents 
and to take all such further action as the other party may reasonably require 
in order to effectuate the terms and purposes of this Agreement.

     24.     Headings of No Effect.  The headings contained in this Agreement 
are for reference purposes only and shall not in any way affect the meaning or 
interpretation of this Agreement.

     25.     Vesting; Registration.  Notwithstanding the provisions as set 
forth in Section 4(d) of this Agreement, upon termination of this Agreement 
pursuant to Sections 9(b) or 9(c), or upon the Company's notice of nonrenewal 
pursuant to Section 2 or a Change of Control as defined in Section 10(b); (i) 
any and all options, warrants, rights or other securities which are 
exercisable into shares of common stock of the Company granted to the Employee 
prior to such expiration shall vest and become immediately exercisable 
(subject to applicable law); and (ii) the Company shall as soon as practicable 
thereafter, at its sole expense, and upon the written request of the Employee, 
file a registration statement relating to all of the common stock of the 
Company owned by the Employee, and take all other actions required under (or 
incident to compliance with) federal and state securities laws, rules and 
regulations to enable the Employee to sell such shares of Common Stock.

     26.     Indemnification.  To the fullest extent allowed, and in the 
manner provided, by Ontario provincial law, the Company shall indemnify the 
Employee and hold the Employee harmless from and against any claims arising 
out of the Employee's performance of his services hereunder as permitted by 
the Articles of Incorporation of the Company.

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

                              PRINCETON MEDIA GROUP, INC.

                              By: /s/ Robert F. Kendall
                              Name: Robert F. Kendall
                              Title: Chief Financial Officer

                              THE EMPLOYEE

                              /s/ James J. McNamara         
                              James J. McNamara