THE POLAN GROUP-ENTERTECH PICTURE CORP
                           JOINT VENTURE FILM PROJECT

Mark Polan and Julius Plan  (collectively  referred to hereinafter as "The Polan
Group" or alternatively ("the Polans"),  and EnterTech Picture Corp (hereinafter
referred  to as  "EnterTech"),  have  agreed to jointly  finance  and  produce a
feature length digital video film,  tentatively entitled "Level 9" ("the Film").
At times,  EnterTech and The Polan Group parties are referred to herein  jointly
as "the Parties" or "the Investors".

The  following   shall  set  forth  the  agreed  basic  terms,   conditions  and
understanding of the Polans and EnterTech for this film project.

Production Budget of Film:    Seventy Five Thousand U.S. Dollars ($75,000 USD).

Production  Schedule  and  Anticipated  Start  Date:  A  two-week  Shoot with an
anticipated  Start Date of December  11,  1999,  or as jointly  agreed to by the
Parties.

Approvals: The Story Idea, Budget for $74,775 dated August 25, 1999, and the Key
Production  personnel  (Fabrice  Redmond Berger,  Director;  Mark Headley,  Line
Producer)  are hereby  Pre-Approved  by the  Parties.  The Film shall be shot in
Digital Video of High  Definition  Digital Video and shall be  approximately  95
minutes in length and receive an MPAA rating (if applicable) no more restrictive
than "R".  The Parties  acknowledge  and consent to a fixed  deferment of Twenty
Thousand  Dollars  ($20,000) to the Writer of the  Screenplay if and only if the
Film's  gross  receipts  paid to the  Production  Entity  exceed  the  amount of
Recoupment plus Bonus and Overhead, plus all third-party gross determents.  Bank
of America, Reno, Nevada, is hereby pre- approved by the Parties for all banking
purposes relating to the Film.

Production Entity: A Limited Liability  Company,  formed under and in accordance
with the Laws of the State of Nevada and with its own separate  Federal Taxpayer
Identification  Number,  shall be formed  to be the  Production  Entity  for the
production of the Film. It is not  anticipated  at this time that the Production
Entity  shall  have  any  purpose  other  than  the  financing,   producing  and
exploitation of the Film. The selection of the name, address and domicile of the
Limited Liability Company shall be jointly approved by the Polans and EnterTech.


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EnterTech-The Polan Group Agreement
Page 2

Capital  Contribution:  Both  The  Polan  Group  and  EnterTech  agree  to  each
contribute  to the  Production  Entity  the sum of Thirty  Seven  Thousand  Five
Hundred U.S.  Dollars  ($37,500 USD) on a schedule as agreed to by both Parties.
In exchange for the agreed Capital  Contribution  made by each Party,  the Party
shall each  receive a fifty  percent  (50%)  equity  interest in the  Production
Entity.  The Capital  Contribution shall be utilized by the Production Entity to
finance and product the Film. Once the respective Capital Contribution have been
made by both  Parties,  the monies shall  thereafter  be deemed the  "Investment
Monies".

Handling of  Investment  Monies:  All  Investment  Monies shall be placed by the
Production  Entity into an  interest-bearing  Trust or Escrow  Account until the
Total Cash Budget ($75,000) has been raised. If the $75,000 is not raised within
two  months  of the  initial  opening  of the trust or  escrow  account  and the
Investors  do not  unanimously  elect at that time to proceed  forward  with the
Production  of the Film  with  the  monies  then  available,  then  all  monies,
including  any  interest  earned  thereon,  shall be returned by the  Production
Entity to the Investors on a pro rata basis and the Production Entity dissolved,
at the option of either The Polan Group or EnterTech.

Once the  Production has begun,  the  Investment  Monies shall be placed into an
interest-bearing  Production  Account.  Both the Trust or Escrow Account and the
Production Account shall be located at Bank of America, Reno, Nevada.

Also, once the Production has begun, the Story,  the Screenplay,  and all allied
literary  rights,  including the copyright of the Screenplay and the Film, shall
be in the name of the  Production  Entity,  or held jointly by EnterTech and The
Polan Group.

Operation of the Production  Entity:  EnterTech,  and its individual  directors,
owners  and  employees,  will have the  active  responsibility  to  oversee  the
operation of the Production  Entity and the production and  distribution  of the
Film.  Either John Daly or Mark Tolner shall be the President or Chief Operating
Officer of the  Production  Entity and the books and  records of the  Production
Entity shall be maintained at EnterTech's place of business.


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EnterTech-The Polan Group Agreement
Page 3

EnterTech  agrees that Julius ("Jay") Polan,  or another  representative  of The
Polan  Group  ("Representative"),  may oversee  the  production  of the Film and
approve disbursements and sign all checks issued from the Production Account for
the  production  of the  Film if  Representative  is on set and  available  on a
full-time  daily  basis  for  the  preproduction  and  production  of the  Film.
Representative shall be solely responsible for all of his or her food and living
expenses while providing such services.

If the  Production  of the Film  costs  less than  $75,000,  then any  remaining
balance in the Production  Account shall be divided evenly (50%-50%) between the
paid to EnterTech and The Polan Group.

Representative  shall have full and unrestricted  access at all reasonable times
to all of the books, records,  agreements and distribution,  sales and licensing
agreements relating to the Film.

The Parties agree to confer and make decisions  concerning the production of the
Film on an equal  basis,  with the  understanding  that in  cases  where,  after
discussion, there is still a genuine difference in opinion, The Polan Group will
generally  defer to EnterTech's  judgment on creative and  production  decisions
during  production  so long as those  creative and  production  decisions do not
adversely affect financial matters.

Minimal  Upfront Fees to Key  Production  Personnel:  The Creative Team is quite
confident that it can make a high quality,  financially  profitable film for the
Total Cash Budget. The Key Production  personnel (Writer,  Director,  Producers,
Line Producer) shall agree to receive  minimal  up-front  compensation  from the
Budget and defer any request for further  compensation until after the Investors
have  recouped  all of their  Investment  plus  received  their  full  Bonus and
Overhead payment.

Distribution  of the Film: It is also agreed that  EnterTech,  and/or John Daly,
individually, shall locate and arrange for the worldwide distribution, sales and
licensing  of the Film.  EnterTech  shall  submit  all  proposed  marketing  and
distribution  expense  and  all  proposed   distribution,   sales  or  licensing
agreements to  Representative  for The Polan Group's  approval before  incurring
such expense or signing any such agreement.  EnterTech is entitled to receive as
and for its  distribution  fees and sales and licensing  commissions  the sum of


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EnterTech-The Polan Group Agreement
Page 4

fifteen  percent  (15%)  of any and all  such  sales  and  licenses,  after  the
deduction of reasonable  and mutually  approved  expenses.  EnterTech  agrees to
defer five  percent (5%) of the agreed 15% until such time as there has been the
Recoupment  of the  Investment  Monies  ($75,000),  plus a  one-time  Bonus  and
Overhead Charge of Fifty Thousand  Dollars  ($50,000),  payable to EnterTech and
The Polan Group.  After such recoupment and Bonus and Overhead have been paid in
full to EnterTech and The Polan Group, EnterTech shall thereafter be entitled to
its full distribution, sales and licensing fee of fifteen percent (15%) from all
subsequent  monies received from the  exploitation  and distribution of the Film
and the deferred and accumulated 5%.

Subdistribution shall be handled as follows:

         A.       Domestic Distribution  (English-speaking North America)
                  -------------------------------------------------------
                  In the event that at any time EnterTech  decides that it shall
                  subdistribute  the Film through a non-related  distribution or
                  sales entity for  Domestic or North  American  territories  or
                  rights, then EnterTech shall not be entitled to a distribution
                  of sales fee for any such sales of  licenses  obtained  by the
                  subdistributor if the subdistributor  receives a fee of 15% or
                  more.

         B.       Foreign Rights
                  --------------
                  EnterTech,  or a related sales entity, shall act as the active
                  foreign  distributor or foreign sales entity for the Film. For
                  providing  such  services,  EnterTech,  or its  related  sales
                  company,  shall receive the above-  described  compensation of
                  15%.  It is  understood  and agreed that  EnterTech  shall not
                  assign the active  foreign  sales or licensing  activities  to
                  another independent sales company,  or representative,  (e.g.,
                  Summit,  Overseas Film Group, Mark Damon,  Pierre David, etc.)
                  without The Polan Group's written  consent.  It is agreed that
                  any and all subdistribution agreements between EnterTech and a
                  subdistributor  must contain an express written ceiling or cap
                  on allowable  marketing and distribution  expenses.  EnterTech
                  agrees to consult  with and obtain the approval of The Polan G
                  roup before concluding any subdistribution agreement.


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EnterTech-The Polan Group Agreement
Page 5

Return of Investment  Monies:  All monies received by the Production Entity from
any sales or  licenses  of the Film from  related or third  party  distributors,
sales  agents  or   representatives   shall  go  immediately   into  a  separate
Distribution Account jointly selected by the Parties.

         1.  Recoupment  plus Bonus and  Overhead:  The Bank shall Have  written
instructions to place all monies in the  Distribution  Account into the Trust or
Escrow Account until such time as the Production  Entity has recouped its entire
Investment of $75,000,  plus the Bonus and Overhead Charge of $50,000.  All such
monies coming into the T rust or Escrow Account shall be divided equally between
The Polan Group and EnterTech.  Therefore, the first $125,000 of monies received
in the Distribution  Account from sales and licenses of the Film shall be placed
into the Trust or  Escrow  Account  and  shall  hereinafter  be  referred  to as
"Recoupment plus Bonus/Overhead."

         2.  Profits:   Thereafter,   all  further  monies   received  into  the
Distribution  Account after Recoupment plus Bonus/Overhead  shall hereinafter be
called "Profits".  The Bank, pursuant to its written instructions,  shall divide
the Profits as follows:  fifty percent (50%) to the Production Entity's Trust or
Escrow  Account and fifty percent (50%) to the  Production  Entity's  Production
Account  for the  benefit of the  "Creative  Team".  Other  than the  previously
described $20,000  contingent  deferment payable to the Write of the Screenplay,
all Profit Participation  payable to the Lead Actors, the individual  Producers,
Writers,  Director,  Production  Designer,  Special and Visual Effects Designer,
Composer,  Director of Photograph,  and all key  Production  personnel and other
Profit  Participants  other than the  Investors  shall be paid from the Creative
Team's share of the Profits,  unless the Investors  unanimously agree in writing
to contribute part of their share of the Profits to any Profit Participant.

Insurance:  The  Production  Entity  shall  obtain  all  necessary  policies  of
insurance (general liability,  workers compensation,  errors and omissions,  Key
Cast and  Director's  coverage)  and name  EnterTech  and Mark  Polan and Julius
Polan, or their designee[s], as Additional Insureds on all such policies.


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EnterTech-The Polan Group Agreement
Page 6

No Institutional Guarantee of Film Completion: Because of the very limited total
Cash  Budget of the Film and the  proportionately  high  cost of such  insurance
policy,  the  Production  Company  shall make the Film without  obtaining a Film
Completion  Bond  issued by a  recognized  Film  Guarantor.  However,  EnterTech
unconditionally  guarantees  to The Polan Group that the Film shall be completed
in a commercial  manner  within the $75,000  Budget and hereby agrees to pay for
any and all expenses and costs incurred in connection with the Film in excess of
$75,000  without further  contribution  from The Polan Group.  Distribution  and
marketing  expenses and costs,  including the cost of transferring the Film from
video to 35mm film, are not included in the $75,000 Budget. It is recognized and
agreed that if The Polan Group and EnterTech agree that the finished Film should
be  transferred  to 35mm film,  then the Parties  shall  equally share on a pari
passu  basis the costs of such  transfer.  If the  Parties  do not both agree to
transfer  the  Film to  35mm,  then  either  Party  has the  right,  but not the
obligation,  to solely pay for the transfer to 35mm.  The cost of such  transfer
and all Print and Ad expenditures and related theatrical  distribution  expenses
and costs shall be recouped in a first position from  theatrical  revenues only.
If such  distribution  expenditures have not been fully recouped from theatrical
revenues,  then the  remaining  balance shall be recouped from the revenues from
sales and licenses of foreign  rights and ancillary  rights after and only after
each of the Parties has recouped its original $37,500 investment.

Copyright of Film:  The  Production  Entity shall  register the copyright of the
Film with the  United  States  Copyright  Office  in the name of the  Production
Entity or  jointly  ibn the  names of  EnterTech  and The  Polan G roup,  or its
designee[s], as 50%-50% owners.

Film  Credits:  Mark  Polan and Jay  Polan  shall  have the right to have  their
respective names listed in the Main Credits of the Film as "Executive Producers"
and The Polan G roup, or its nominee,  shall receive a "Presentation  Credit" in
the Film's opening credits. For example, "The Polan Group and EnterTech (or John
Daly) Present "Level 9".


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EnterTech-The Polan Group Agreement
Page 7

Dissolution of Production  Entity:  The Production  Entity shall be dissolved on
December 31, 2001. All monies remaining in or receivables owed to the Production
Entity at the time of Dissolution  shall be divided equally into two parts:  one
part for The Polan  Group,  and the other part for  EnterTech.  Any monies later
becoming due to the Production  Entity shall also be equally divided between the
Parties. Upon Dissolution,  all assets of the Production Entity,  including, but
not limited to, all  receivables,  the  original  Screenplay  and all allied and
subsidiary literary rights, and all Sequel,  Remakes and other such rights, will
be owned by the Parties equally as tenants in common.

Warranties and Representations: EnterTech hereby warrants and represents that it
now owns, or has the exclusive  right to acquire for the  Production  Entity the
Screenplay  and all  related  Literary  Rights,  and that  there  are no  liens,
encumbrances  or options  against the Screenplay or Literary  Rights.  EnterTech
further warrants and represents that the Film shall cost no more than $75,000 to
complete,  exclusive  of the costs of  transferring  the Film to 35mm,  Delivery
Items and Distribution  Expenses, and therefore agrees to solely pay for any and
all production cost overruns.

The   Production   Entity  shall  obtain  from  the  Writer  of  the  Screenplay
his/her/their  written  representation  and warranty that the Screenplay,  story
idea and characters are  his/her/their  original work and that  he/she/they will
indemnify and hold the  Production  Entity,  EnterTech,  Mark Polan,  and Julius
Polan harmless (including the payment of all reasonable attorneys fees) from any
and all claims made against  them by anyone  claiming to have an interest in the
Screenplay or its allied rights.

Full Agreement of the Parties:  The foregoing Agreement contains the basic terms
and   conditions  of  the  Parties'   agreement  and   supersedes  all  previous
discussions,  representations  and  agreements.  Any  and all  Modifications  or
Amendments to this Agreement must be in writing and signed by both Parties.

Joint Preparation of the Agreement: Both Parties acknowledge and agree that they
have obtained, or had the opportunity to obtain, the advice and counsel of their
own  respective  attorneys and advisors with respect to the language,  terms and


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EnterTech-The Polan Group Agreement
Page 8

conditions of this Agreement, and that the Parties are deemed the joint drafters
of this Agreement for all purposes of construction and interpretation.

Additional  Stock:  As and for  additional  consideration  for The Polan Group's
Capital Contribution,  EnterTech and John Daly, individually agree to give 5,000
shares  of the Rule 144  restricted  common  shares  of  EnterTech  Media  Group
Incorporated  to each Mark Polan and Julius Polan (for a total of 10,000 shares)
upon receipt of The Polan  Group's  Capital  Contribution  to EnterTech  for the
Film.

Dated this 17th day of November 1999 in Los Angeles County.

ENTERTECH PICTURE CORP                           THE POLAN GROUP

By:/s/ Mark Tolner                               By:/s/ John Polan
------------------                               -----------------
       Mark Tolner                               By:/s/ Julius Polan
       President                                 -------------------
                                                 Leader of Group