WRITER EMPLOYMENT AGREEMENT

     AGREEMENT  made as of the 28th day of January,  1999 between  Warren Murphy
("Writer") and Big Dog Entertainment/Prelude Development, Inc. ("Producer").

     1.  ENGAGEMENT:  Producer  hereby employs Writer to render such services as
Producer may reasonably  require in connection  with the  preparation of a First
Draft  Screenplay  and a Set of  Revisions  for the proposed  theatrical  motion
picture project presently entitled "Swashbuckler"  ("Picture").  The First Draft
Screenplay and the Set of Revisions are all hereinafter sometimes referred to as
the "material".

The term of Writer's  employment  hereunder  shall consist of the periods during
which Writer shall render writing services  (individually  herein referred to as
"Writing  Period") and periods during which Producer shall read and evaluate the
material,  consult with Writer at such times and places  Producer may reasonably
designate  (with the  understanding  that Writer does not want to travel by air,
unless  necessary),  and notify  Writer in  writing  or orally to make  changes,
revisions,  deletions  and/or  additions  in  and to  the  material  theretofore
completed and delivered  (individually  herein referred to as "Reading Period"),
which changes, revisions,  deletions and/or additions shall be made by Writer in
the next succeeding Writing Period.

     2. SERVICES:

     (a) First Draft Screenplay: Writer's services on the First Draft Screenplay
shall  commence  on January  28,  1999.  Writer  shall  complete  and deliver to
Producer the full and complete First Draft  Screenplay  within the first Writing
Period which shall expire ten (10) weeks  following  commencement of services on
the First Draft Screenplay. Thereafter, Producer shall have a Reading Period not
to exceed four (4) weeks.

     (b) Set of  Revisions:  Writers's  services on the Set of  Revisions  shall
commence upon conclusion of the preceding Reading Period.  Writer shall complete
and deliver to Producer the full and complete First Set of Revisions  within the
second Writing Period which shall expire six (6) weeks following commencement of
services on the Set of Revisions.
<PAGE>
     3.  PAYMENT  SCHEDULE:  In full  consideration  for the  services  rendered
pursuant  hereto and for the rights herein  granted to Producer for all material
written or submitted by Writer  during the term hereof and upon  condition  that
Writer  shall  fully and  faithfully  perform  all  material  services  required
hereunder,  Producer  shall pay Writer the sum of One Hundred and Fifty Thousand
Dollars ($ 150,000) payable as follows:

     (a) Fifteen Thousand Dollars ($15,000.00) upon signing of this agreement;

     (b) Fifteen  Thousand Dollars  ($15,000.00)  payable thirty (30) days after
signing of this agreement.

     (c) Fifteen  Thousand  Dollars  ($15,000.00)  upon  delivery of First Draft
Screenplay or Sixty (60) days later, which ever comes first; and

     (d) WGA payments for Writer's  insurance and such will be paid by Producers
automatically and per the payment schedule, but no later than March 31, 1999.

     (e) One  hundred  and Five  Thousand  Dollars  ($105,000.00)  upon start of
production  and  signing of  production  agreement  with third  party  studio or
production entity.

If Producer  does not require  Writer to commence  writing the Set of  Revisions
within the  Reading  Period as set forth in  Paragraph  2(b)  above,  subject to
Writer's availability, Producer shall have the right to require Writer to render
such services at a later date to be designated by Producer;  provided,  however,
that in the event of such  postponement,  payment for Writer's services shall be
made by  Producer  as though the  applicable  services  had been  requested  and
performed in accordance with the Writing and Reading Periods hereof.

     (e) Writer shall also be entitled to:
     (1) Sole Credit:  Writer shall receive sole "Written By" or "Screenplay By"
credit on said picture.
     (2) Producer shall pay Writer as bonus  compensation the total of an amount
equal to five percent (5%) of one hundred percent (100%) of the "gross" profits,
if any, derived from the exploitation of the Picture.

     (d) Gross  Profits:  As used  herein,  "gross  profits"  shall be  defined,
computed, accounted for and paid as follows:
<PAGE>
          (i) If the Picture is totally financed (including releasing costs) and
     distributed  by a single  worldwide  distributor  pursuant to an  agreement
     which  provides for a  definition  of gross  profits to Producer,  Writer's
     gross  profits  shall be defined,  computed,  accounted for and paid in the
     same manner that Producer's gross profits,  if any, are defined,  computed,
     accounted for and paid; or

          (ii) If the  Picture  is not  totally  financed  (including  releasing
     costs) and  distributed by a single  worldwide  distributor  pursuant to an
     agreement  which  provides for a definition  of gross  profits to Producer,
     Writer's gross profits shall be defined,  computed,  accounted for and paid
     in accordance with Exhibit "NP" attached hereto and incorporated  herein by
     this reference.

          (iii) Writer's  participation  in the gross profits,  if any,  derived
     from the exploitation of the Picture in accordance with subparagraph (i) or
     (ii) above shall in no event be subject to cross collateralization with any
     other motion picture(s) or any over-budget penalties.

     5. ADDITIONAL  PAYMENTS AND ROYALTIES:  If Writer shall be entitled to sole
separated   rights  with   respect  to  the   Picture   pursuant  to  final  WGA
determination,  and if Producer  produces any  theatrical  sequel or  theatrical
remake of the Picture or produces a television pilot/series or television motion
picture or mini-series  based upon the Picture,  and if Writer is not engaged to
render any writing services in connection with such applicable productions, then
Writer shall be entitled to the following  compensation,  which payment(s) shall
be deemed to be in lieu of and  credited  against  any minimum  compensation  to
which Writer is entitled under the WGA Agreement for such use:

     (a) Theatrical  Sequel:  With respect to each theatrical  sequel, an amount
equal to fifty  percent (50%) of the total,  aggregate  cash  compensation  paid
Writer  pursuant to  paragraphs  3 and 4 above,  payable  upon  commencement  of
principal photography,  and a sum equal to fifty percent (50%) of the percentage
of gross profits paid Writer  pursuant to paragraph 4 above,  as such percentage
of gross profits relates to the gross profits of any such sequel.

     (b) Theatrical  Remake:  With respect to each such  theatrical  remake,  an
amount  equal to  thirty-three  and  one-third  percent  (33-1/3%) of the total,
aggregate cash  compensation  paid Writer  pursuant to paragraphs 3 and 4 above,
payable  upon  commencement  of  principal  photography,  and an amount equal to
thirty-three and one-third  percent (33-1/3%) of the percentage of gross profits
paid Writer  pursuant to paragraph 4 above,  as such percentage of gross profits
relates to the gross profits of any such remake.
<PAGE>
          (c) Television  Pilot/Series:  With respect to each new episode of any
such  television  series  produced for prime time  exhibition on a United States
television  network  (including  any pilot  program),  the following  applicable
amount,  payable not later than thirty (30) days following telecast of each such
individual new episode:

     (i) $TBN for each episode of thirty (30) minutes or less in length;

     (ii) $TBN for each such  episode  longer than thirty (30) minutes in length
but not longer than sixty (60) minutes in length; or

     (iii) $TBN for each episode longer than sixty (60) minutes in length.

     (iv) The foregoing  compensation shall be payment in full for the first run
of each  original  episode.  If any such episode is rerun in the United  States,
then Producer  shall pay an additional  amount equal to twenty  percent (20%) of
the applicable  first-run  royalty  described  hereinabove for each of the first
five such reruns, which shall be payment in full for all subsequent reruns.

     (d) Television  Motion  Picture/Mini-Series:  In the event that in addition
and  subsequent to the Picture,  Producer  produces a television  motion picture
and/or  mini-series  for exhibition on television  based upon the Picture (other
than a pilot or episode of a series), with respect to such motion picture and/or
mini-series,  a one-time  payment of TBN  Dollars  ($TBN) for the first four (4)
hours of  broadcast  running  time and TBN  Dollars  ($TBN) for each  additional
broadcast hour  thereafter of such motion  picture  and/or mini series,  with an
aggregate  ceiling of TBN Dollars ($TBN) for each  television  motion picture or
mini  senes,  payable  upon  commencement  of  principal   photography  of  such
television motion picture and/or mini-series.

     (e) Shared  Separated  Rights:  Notwithstanding  anything  to the  contrary
contained  herein,  if Writer shall be entitled to shared  separation  of rights
pursuant to final WGA  determination,  Writer shall be entitled to receive fifty
percent (50%) of the applicable  royalties set forth in subparagraphs  (a), (b),
(c) and/or (d) above.
<PAGE>
     6. FUTURE  SERVICES:  If Writer shall be entitled to sole separated  rights
with respect to the Picture pursuant to final WGA  determination,  and if Writer
is not in default hereunder, then:

     (a) As to each  theatrical  sequel to the  Picture  proposed by Producer to
commence  photography at any time prior to the expiration of five (5) years from
the  initial  general  release  date of the  Picture,  if Writer is  actively or
actually  functioning  as a writer of  theatrical  motion  pictures at such time
(i.e.,  Writer has written a theatrical  motion picture within the preceding two
(2) year  period),  then,  Producer  shall offer to negotiate in good faith with
Writer for Writer's  services as the writer of such sequel.  Writer shall have a
period of five (5) days from  Producer's  offer to notify  Producer  that Writer
wishes to negotiate to provide writing services for such sequel.  If Producer is
not so  notified,  or if Producer is so notified,  but if,  within ten (10) days
after  receipt by Producer of said  notice,  Producer  and Writer do not reach a
mutually  satisfactory  agreement for Writer to provide the writing services for
such sequel, then Producer shall be free to proceed with such production without
any further obligation to Writer hereunder.

     (b) As to each television  sequel based on the Picture proposed by Producer
to commence  principal  photography  at any time prior to the expiration of five
(5) years from the initial general release of the Picture, if Writer is actively
or actually  functioning as a writer of television  motion pictures at such time
(i.e.,  Writer has written a television  motion picture within the preceding two
(2) year  period),  then,  subject to  applicable  network or other  third party
broadcaster  approval,  Producer  shall  offer to  negotiate  in good faith with
Writer for Writer's  services as the writer of such sequel.  Writer shall have a
period of five (5) days from  Producer's  offer to notify  Producer  that Writer
wishes to negotiate to provide writing services for such television  sequel.  If
Producer is not so notified,  or if Producer is so notified,  but if, within ten
(10) days after  receipt by Producer of said notice,  Producer and Writer do not
reach a mutually  satisfactory  agreement for Writer to provide writing services
for such  television  sequel,  then Producer  shall be free to proceed with such
production without any further obligation to Writer hereunder.

     7.  PAYMENT OF  COMPENSATION:  Any and all  compensation  payable to Writer
hereunder  shall  be sent to  Writer  in care of  _____________________________,
Attention:__________________, whose receipt of such compensation shall be deemed
to be receipt thereof by Writer and  satisfaction of Producer's  obligation with
respect thereto.  Copies of all checks payable to Writer hereunder shall be sent
to ______________________________________, Attention:__________________.
<PAGE>
     8. EMPLOYMENT ELIGIBILITY:  All of Producer's obligations in this agreement
are expressly conditioned upon Writer's completion,  to Producer's satisfaction,
of the I-9 Form  (Employee  Eligibility  Verification  Form),  and upon Writer's
submission  to  Producer  of  original  documents  satisfactory  to  Producer to
demonstrate Writer's employment eligibility.

     9. OTHER  PROVISIONS:  The other terms and provisions of this Agreement are
as set forth on the attached  Schedule "A",  Exhibit "1" and Exhibit  "NP",  the
terms and provisions of which are incorporated by this reference as if fully set
forth  herein.  Wherever  the words  "this  agreement",  "hereof",  "hereunder",
"hereby" or similar words are used,  said words shall be deemed to refer to this
Agreement,  Schedule "A", Exhibit "1", Exhibit "NP" and all additional  exhibits
and schedules attached hereto and all amendments  hereof.  Captions are inserted
in this Agreement for convenience only and shall not be deemed a part hereof.

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

BIG DOG ENTERTAINMENT/PRELUDE DEVELOPMENT, Inc.
("Producer")

By: /s/ Marlowe R. Walker               Its: /s/ Marlowe R. Walker
    BIG DOG INC.

ACCEPTED AND AGREED:

/s/ Warren Murphy

WARREN MURPHY
Fed. I.D./Social Security #: ###-##-####
TD MEDIA ID# 13-3615061
<PAGE>


                                  SCHEDULE "A"

A. The  material to be  delivered  to Producer  hereunder  shall be suitable for
reproduction  as  a  motion  picture  photoplay  of  feature  length,  with  the
photographing of such sound, including spoken words, dialogue,  songs and music,
as may be synchronously  recorded by any electrical or mechanical means that may
be employed therefor. Writer's services shall be rendered for and as directed by
Producer at such places and on such  locations as Producer may from time to time
designate.

B. Writer hereby accepts said  employment and agrees to devote  Writer's  entire
time and attention and best talents and abilities  exclusively to the service of
Producer  during  the term  hereof.  Writer  further  agrees  not to render  any
services during the term hereof except pursuant hereto.

C. The  material,  as  delivered  to  Producer,  shall be full and  complete  in
substance and in form and shall conform to the  requirements  of this agreement.
Concurrently  with each  delivery  of  material,  Writer  agrees to execute  and
deliver  to  Producer  a  certificate  in  the  form  hereinafter  provided.  No
submission or purported  delivery to Producer of any material shall be deemed an
actual delivery hereunder unless and until said material shall fully comply with
the  foregoing  provisions.  Should  Writer  fail for any reason  whatsoever  to
complete  and  deliver  any  material  within the time and in the manner  herein
specified, Producer may, at its election, either:

     1.  Terminate  and cancel this  agreement in its  entirety,  in which event
Producer shall be released and discharged of and from all further obligations to
Writer hereunder or otherwise,  including, but not limited to, the obligation to
make any further  payments to Writer,  and Writer (or in the event of his death,
then Writer's  heirs,  executors,  administrators  or personal  representatives)
shall  thereupon  be  obligated  to repay and shall repay to Producer  the gross
amount  of all  sums  which  have  previously  been  paid to  Writer  under  the
provisions of this agreement; or

     2. Specify a new date on or before which Writer shall  complete and deliver
such  material to  Producer.
<PAGE>
Should  Writer  fail for any reason  whatsoever  to complete  and  deliver  such
material  on or before  any such new date,  Producer  shall  again have the same
election as  hereinabove  provided  and may repeat such  election  either  until
Producer  shall have elected to terminate  this  agreement as aforesaid or until
Writer shall have completed and delivered such material to Producer.  Time is of
the essence in the performance of this agreement by Writer. If Producer does not
exercise its right to require Writer to commence  writing the SCREENPLAY  within
the  applicable  reading  period set forth in Paragraph  2A of the  Agreement to
which this  Schedule is attached,  Producer may  nonetheless  require  Writer to
render such  services at a later date to be  designated  by Producer;  provided,
however,  that such  services  shall be subject to  Writer's  prior  contractual
commitments  to render  services as a writer in the  theatrical  and  television
motion picture  industry,  although Writer will use best efforts to make himself
available,  and that the applicable  delivery period for the SCREENPLAY shall be
extended  for such  period of time as may be  required  by reason of such  prior
contractual commitments.

D. To the  extent  that any  payments  hereunder  exceed  the  minimum  payments
required by the WGA Agreement such excess shall, to the maximum extent permitted
by the WGA  Agreement,  be applied as an advance  against and deducted  from any
additional  payment  which may  become due under the WGA  Agreement,  and to the
extent  Producer  may be  obligated  to pay any  additional  sum  under  the WGA
Agreement and is thereafter obligated to pay additional sums to Writer hereunder
such  payments  due under the WGA  Agreement  shall be an  advance  against  and
deducted from any sums  thereafter due hereunder.  E. All payments to be made to
Writer hereunder are subject to the full and faithful performance and observance
by Writer of Writer's services and other obligations hereunder.  With respect to
each  payment  to be made by  Producer  to  Writer  hereunder,  it is  expressly
understood  and agreed that should  Producer for any reason  whatsoever  fail to
make such  payment  as herein  provided,  then  Producer  shall not be deemed in
default  hereunder  unless and until  following  such failure  Writer shall have
given  Producer  written  notice  demanding such payment and Producer shall have
failed to make such payment within one (1) week after Producer's receipt of said
notice. In any such event Producer's liability for any such default and Writer's
rights and remedies therefor shall be limited to the recovery of money only, not
exceeding  the amount of such  payment,  and in no event shall any of the rights
acquired or to be acquired by Producer hereunder be affected or impaired.
<PAGE>
F. Failure of Producer  actually to utilize the services of Writer,  in whole or
in part, shall not be deemed a breach of this agreement by Producer,  and in any
such event  Writer  shall not be  entitled  to any  damages  by reason  thereof;
provided, however, that if Writer shall fully and faithfully perform and observe
all the  terms  and  conditions  of this  agreement  on the part of Writer to be
performed and observed  hereunder,  such failures shall not relieve  Producer of
its  obligation  to pay Writer salary as herein  provided,  subject to any other
provisions of this agreement  relieving Producer of its obligation to pay salary
hereunder.  Without limiting the foregoing, it is understood that Producer shall
have the unqualified right at all times to engage further writers to work on the
material delivered hereunder.

G.  Producer   agrees  to  provide   Writer  with   round-trip   transportation,
first-class,  if  available,  and by air,  if  appropriate,  whenever  Writer is
required to travel while rendering  services pursuant hereto, and to furnish and
pay for the reasonable lodging of Writer while Writer is required by Producer to
perform services  hereunder on any location  sufficiently far away from Writer's
residence  so  that  overnight   accommodations  are  reasonably  necessary.  In
addition,  Producer agrees to reimburse Writer for reasonable  expenses incurred
by Writer during the period  Writer is required by Producer to perform  services
hereunder  on any such  location,  subject  to Writer  providing  Producer  with
appropriate  vouchers for such  expenses.

H. Writer  agrees and  warrants  that,  except as provided in the next  sentence
hereof,  all literary material composed by Writer during the continuance of this
agreement,  either  alone or in  collaboration  with  others,  shall  be  wholly
original with Writer and shall not infringe upon or violate the right of privacy
of or constitute a libel or slander  against or violate any common law rights or
any other rights of any person,  firm or  corporation.  The same  agreements and
warranties are made by Writer with reference to any and all material, incidents,
treatment,  character and action which Writer may add to or  interpolate  in any
material  assigned to Writer by Producer for preparation,  but are not made with
respect to violations of infringements  contained in the material so assigned to
Writer by Producer  unless such  assigned  material is written or  conceived  by
Writer.  Writer agrees that all material so composed,  added or  interpolated by
Writer  hereunder  is work  made for hire and  shall  automatically  become  the
property  of  Producer  which,  for this  purpose,  shall be deemed  the  author
thereof, Writer acting entirely as Producer's employee. Producer as author shall
own the copyright  therein  forever with the right to make such changes  therein
and such uses thereof including but not limited to derivative works, as Producer
may  determine  as  author.  Writer  further  agrees to execute  and  deliver to
Producer in connection with all such material a certificate in substantially the
form attached hereto as Exhibit "1" and by this reference made a part hereof.
<PAGE>
Writer  agrees  to  indemnify  and hold  harmless  Producer  and its  licensees,
successors and assigns from and against any and all damages, losses,  judgments,
costs and expenses (including  reasonable attorneys' fees) sustained or incurred
by Producer  or its  licensees,  successors  or assigns in  connection  with any
breach  or  alleged  breach  of any  warranty,  undertaking,  representation  or
agreement made or entered into hereunder by Writer. Producer agrees to similarly
indemnify Writer with respect to material added by Producer to the material.  In
connection  with the foregoing,  Producer agrees to name Writer as an additional
insured on Producer's  Errors and Omissions  insurance policy for only such time
and to such extent as said  insurance  policy is carried by Producer;  provided,
however, that such coverage shall be obtained at no additional cost to Producer.

I. Writer hereby grants to Producer the right to use Writer's name in connection
with the material and the motion picture photoplay hereunder and in advertising,
exploiting and exhibiting the same.  Producer shall have the exclusive  right to
issue  publicity  concerning  Writer in  connection  with the Picture and Writer
agrees  not to engage  any  publicity  representative  nor  issue or permit  the
issuance of any  publicity  whatsoever  concerning  Writer except by Producer as
aforesaid in connection with the Picture.  Nothing contained in this Paragraph I
shall be construed to prevent the use of Writer's  name in  connection  with any
literary  material  written by Writer prior to the  commencement  of the term of
this agreement.

J. Producer may terminate  this  agreement if Writer should at any time fail, be
unable,  neglect,  refuse to perform the services herein  specified at the times
and in the manner herein provided, or if Writer should fail, be unable,  neglect
or refuse to perform or observe any of  Writer's  obligations  hereunder  at the
times and in the manner herein provided, or if Writer should in any other manner
breach  this  agreement;  but in the event  the  failure  of  Writer to  perform
Writer's  services  hereunder  shall  be due to  illness,  injury  or  accident,
Producer may terminate this  agreement only if such illness,  injury or accident
shall  continue for seven (7)  consecutive  days or for an aggregate of ten (10)
days. The provisions of this Paragraph J are in addition to and not exclusive of
or in  limitation  of any other  rights  and  remedies  of  Producer  under this
agreement or at law or in equity.
<PAGE>
K. All deliveries to be made to Producer by Writer hereunder shall be made in at
least  triplicate to Producer at Act III  Productions,  Inc.,  1800 Century Park
East, Suite 200, Los Angeles, California 90067, Attention: Story Department.

L. The  determination  of  credits,  if any,  as Producer  shall  accord  Writer
hereunder in  connection  with the Picture shall be made pursuant to the current
Writers  Guild of  America  Theatrical  and  Television  Basic  Agreement  ("WGA
Agreement").  If Writer receives such credit as a result of unanimous  agreement
among the participating writers pursuant to the WGA Agreement, such credit shall
not  govern  for  the  purpose  of  determining   whether  contingent  or  other
compensation  based on credit  shall be  payable,  and for the  purpose  of such
payment, Writer shall be deemed to have earned no such credit in connection with
the Picture.

M. Nothing  contained in this agreement  shall be construed so as to require the
commission  of any act  contrary  to law,  and  wherever  there is any  conflict
between any provision of this agreement and any material statute, law ordinance,
order or regulation  contrary to which the parties hereto have no legal right to
contract,  the latter  shall  prevail,  but in such event any  provision of this
agreement  so  affected  shall  be  curtailed  and  limited  only to the  extent
necessary to bring it within the legal  requirements.

N. Writer hereby  warrants that Writer is free to enter into this  agreement and
to render the services to be rendered pursuant hereto.

O. It is mutually  understood  and agreed that  Writer's  services  are special,
unique, unusual,  extraordinary and of an intellectual character,  giving them a
peculiar value, the loss of which cannot be reasonably or adequately compensated
in damages in an action at law, and that  Producer in the event of any breach by
Writer shall be entitled to equitable  relief by way of injunction or otherwise.

P. Writer  agrees that,  in the event of any default by Producer,  Writer's only
remedy shall be an action at law for money damages, if any, actually suffered by
Writer and in no event, shall Writer be entitled to rescind this agreement or to
receive injunctive or other equitable relief.

Q. (a)  Writer  agrees  that  Writer is now (or if not then  forthwith  upon the
execution  hereof Writer will become) a member in good standing of Writers Guild
of America West,  Inc., and that during the entire term of this agreement during
such period or periods as it may be lawful for Producer to require  Writer so to
do, Writer will remain,  or will become and remain, a member in good standing of
the properly  designated labor  organization(s) (as defined and determined under
the applicable law)  representing  persons  performing  services of the type and
character that are required to be performed by Writer hereunder.
<PAGE>
     (b) If Writer should cease to be a member of such Guild or  organization in
good standing by reason of failure to pay any dues or assessments, and if Writer
should fail to pay such dues or assessments and to cure such default within five
(5) days after written  notice from such Guild or  organization,  Producer shall
have  the  right,  at its  election,  to  deduct  the  amount  thereof  from any
compensation  then or  thereafter  payable to Writer  hereunder  and to pay such
amount to such  Guild or  organization  on behalf of Writer.  Producer  shall be
entitled to rely upon any facts, figures and other information furnished by such
Guild or organization with respect to any such failure or default on the part of
Writer and shall not be liable to Writer for any payment or  overpayment to such
Guild or organization based upon such facts,  figures or other information,  nor
shall  Producer be under any obligation to take any steps whatever to reclaim or
recover such payment or  overpayment  from such Guild or  organization.  Nothing
herein contained,  however, shall be construed to prevent Writer from taking any
such steps on Writer's own behalf.

R. Any notice  required or desired to be given to Producer or to Writer pursuant
to this  agreement  shall be given in writing and shall be addressed to Producer
at:

                    Big Dog Entertainment/Prelude Development, Inc.
                      304 Park Av. South, 11th Fl.
                      New York, New York 10010

and  addressed  to Writer in care of TD Media,  Inc.  300 East 59 th,  Ste.1706,
N.Y.,  N.Y.,  10024  Attention:  Tony Seidl,  Writer's  agent,  or to such other
addresses as Writer or Producer may hereafter designate in writing, and shall be
sufficiently  given by personal delivery thereof to an officer of Producer or to
Writer or to said  agent for  Writer,  or by mailing  the same in a  first-class
post-paid  wrapper,  or telegraphing  the same,  addressed to the other party as
aforesaid, and the date of such personal delivery, mailing or telegraphing shall
be the date of the giving of such notice.

S. This agreement, at the election of Producer,  shall also inure to the benefit
of Producer's heirs, executors, administrators,  successors, assigns, licensees,
grantees and associated,  affiliated and subsidiary companies, and Writer agrees
that Producer and any  subsequent  assign may freely  assign this  agreement and
grant  its  rights  hereunder,  in  whole  or in part,  to any  person,  firm or
corporation,  provided any such  assignee  shall assume  Producer's  obligations
hereunder.
<PAGE>
T. If the  compensation  provided  by this  agreement  shall  exceed  the amount
permitted by any present or future law or governmental order or regulation, such
stated  compensation  shall be reduced while such limitation is in effect to the
amount which is so permitted; and the payment of such reduced compensation shall
be  deemed  to  constitute  full  performance  by  Producer  of its  obligations
hereunder with respect to compensation for such period.

U. The  provisions of this  Paragraph U shall apply if the employees  under this
agreement are a team of writers.  The  obligations of said employees  under this
agreement  shall be joint and several,  and all  references in this agreement to
the  "Writer"  shall be  deemed  to refer to them  jointly  and  severally.  The
compensation payable to them shall be divided and paid equally, unless otherwise
specifically provided above.

V. All of Producer's  obligations  in this  agreement are expressly  conditioned
upon Writer's completion, to Producer's satisfaction,  of the I-9 Form (Employee
Eligibility  Verification  Form),  and upon  Writer's  submission to Producer of
original documents  satisfactory to Producer to demonstrate  Writer's employment
eligibility.
<PAGE>
                                   EXHIBIT "1"

     I hereby  certify that pursuant to an agreement  ("Agreement")  between BIG
DOG ENTERTAINMENT/PRELUDE  DEVELOPMENT, INC. ("Producer") and me, I am rendering
services to Producer in connection  with a proposed  theatrical  motion  picture
tentatively entitled  "SWASHBUCKLER"  ("Picture") and that all such services and
the results and proceeds thereof, including, without limitation, all material of
whatever  kind or nature,  including  all literary or dramatic  material,  ideas
and/or "gags" (all such material, services, and the results and proceeds thereof
being  referred  to  collectively  herein  as the  "Material"),  rendered  by me
pursuant to the  Agreement  in  connection  with the Picture were and/or will be
solely created by me as a "work-made-for-hire" specially ordered or commissioned
by Producer for use as part of the Picture with  Producer  being deemed the sole
author of the  Material  and the owner of all  rights of every  kind or  nature,
whether  now  known  or  hereafter  devised  (including,  but  not  limited  to,
copyrights  and  all  extensions  and  renewals  of  copyrights)  in  and to the
Material,  with  the  right  to make all  uses of the  Material  throughout  the
universe  and all  changes  in the  Material  as  Producer  deems  necessary  or
desirable.

     I hereby waive all rights of "Droit  Moral" or "Moral Rights of Authors" or
any  similar  rights or  principles  of law which I may now or later have in the
Material. I warrant and represent that I have the right to execute this document
and, except to the extent that it is based upon material assigned by Producer to
be used as the basis  thereof,  the  Material  is or shall be  original  with me
(except  material  in the  public  domain),  does not and  shall  not  defame or
disparage  any  person or entity  or  infringe  upon or  violate  the  rights of
privacy,  publicity, or any other rights of any kind or nature whatsoever of any
person or entity,  and is not the subject of any  litigation.  I shall indemnify
and hold harmless Producer, the corporations  comprising Producer, its and their
employees,  officers, agents, assigns and licensees from and against any and all
liabilities, claims, costs, damages or expenses (including reasonable attorneys'
fees and court costs,  whether or not in connection with litigation) arising out
of a breach of the foregoing warranties and representations.  I agree to execute
any  documents  and do any other  acts as may be  required  by  Producer  or its
assigns or licensees to further evidence or effectuate  Producer's rights as set
forth in this  Certificate  or  Authorship  or the  Agreement.  Upon my  failure
promptly to do so, I hereby  appoint  Producer as my  attorney-in-fact  for such
purposes (it being  acknowledged  that such appointment is irrevocable and shall
be deemed a power coupled with an interest), with full power of substitution and
delegation.
<PAGE>
     I agree and acknowledge that (i) my rights and remedies against Producer or
any distributor or financier of the Picture shall be limited to an action at law
for money  damages,  and I hereby waive all other  rights and  remedies  which I
might have at law or in equity (including without  limitation  injunctive relief
and rescission, cancellation and termination of this Certificate), (ii) Producer
shall not be obligated to use my services or the results or proceeds  thereof in
the Picture or otherwise nor to produce,  advertise or  distribute  the Picture,
nor to  continue  to do any of the  foregoing,  if  commenced,  and  (iii)  this
Certificate  shall be governed by the internal  laws of the State of  California
applicable to agreements executed and performed entirely therein.

     Producer's  rights with respect to the  Material  and/or my services may be
freely  assigned  and licensed and its rights shall be binding upon me and inure
to the benefit of any such assignee and licensee.

     I have caused this document to be executed as of 2/18/99.

STATE OF PA         )
                    ) SS.
COUNTY OF LEHIGH    )

     On February 18, 1999, before,  the undersigned,  a Notary Public in and for
said County and State,  personally appeared WARREN B. MURPHY,  known to me to be
the person who executed the within  instrument,  and  acknowledged to me that he
executed same.

                                        /s/ Natalie Williams

                                        Notary Public in and for said County and
                                        State

-------------------------------
        Notarial Seal
Natalie Williams, Notary Public

  Allentown, Lehigh County
My Commission Expires Oct. 17, 2002
-------------------------------
Members, Pennsylvania Association of Notaries

<PAGE>


                         Big Dog Entertainment/Prelude Development, Inc.
                         304 Park Av. South, 11th Fl.
                         New York, New York 10010

                    As of _________________

____________________________
____________________________
____________________________
____________________________
Attention:__________________

Gentlemen:

This will confirm our understanding and agreement as follows:

     1. You warrant and represent  that you have a valid and presently  existing
written  Employment  Agreement with  _____________  ("Employee")  giving you the
exclusive  right to lend  Employee's  services  to us under  all the  terms  and
conditions hereof, and that Employee is free to render such services.

     2. You hereby loan to us the  exclusive  services of Employee  upon all the
terms,  conditions and provisions in that certain Agreement  attached hereto and
by this  reference made a part hereof (the  "Agreement").  References to "you","
"_____________"  and/or  "Writer"  in  the  Agreement  shall  be  deemed  to  be
references to you and/or Employee, as the case may be.
<PAGE>
     3. Notwithstanding  anything to the contrary contained in the Agreement, we
shall pay directly to you all of the  compensation  that would have been payable
to  Employee  had he  rendered  services  directly  for us,  and we shall not be
obligated to make any such payments of any nature whatsoever to Employee.  In no
event shall your failure to pay any amount to Employee be deemed to constitute a
breach of this Agreement or the Agreement by us.

In  addition  to the  compensation  set  forth in the  Agreement,  we shall  pay
directly to the Writers Guild any pension, health or welfare payments, excluding
any  Employee  contributions,  which are  required  to be paid  pursuant  to the
Writers Guild  Agreement as a result of Employee's  services in connection  with
the Agreement;  provided, however, that the amount which we shall be required to
pay to the Writers Guild shall in no event exceed the amount which we would have
been  obligated to pay to Employee  under the  Agreement if such  services  were
rendered directly by Employee to us.

     4. Notwithstanding  anything to the contrary contained in this agreement or
in the Agreement, you agree to pay to Employee at least the minimum compensation
required by the current Guild Agreement  covering persons rendering  services of
the type to be  rendered  by  Employee  under  the  Agreement  for all  services
performed by Employee  hereunder.  You warrant and  represent  that  Employee is
currently a member of the  Writers  Guild and will remain a member of such Guild
during the term of this agreement.

     5. You warrant and  represent  that  Employee is a resident of the State of
__________ and in the event Employee shall change his residence at any time to a
place  outside  of the State of  ___________,  you shall  immediately  notify us
thereof You further  warrant and represent  that you are a  corporation  in good
standing duly organized under the laws of the State of ___________.

     6. You further  acknowledge  and agree that the foregoing  representations,
warranties  and  agreements  will  be  relied  upon  by us for  the  purpose  of
determining  whether or not it is necessary to make  withholdings and deductions
from  monies  being  paid to you  hereunder,  and you agree  that if the  proper
withholdings and deductions are not made from the payments to you hereunder, and
it is  thereafter  determined  that  withholdings  and  deductions  were legally
required,  you will  indemnify us against all loss,  cost,  liability,  damages,
expenses and fees (including attorneys' fees) relating thereto.
<PAGE>
     7. You hereby agree and acknowledge that:

          a. Notwithstanding  that you are furnishing  Employee's services to us
hereunder  (as  distinguished  from the  employment  of Employee by us), for the
purposes  of  any  applicable  Workers'   Compensation  statute,  an  employment
relationship  exists  between  us and  Employee,  we  being  Employee's  special
employer  hereunder  and you being  Employee's  general  employer  (as the terms
"special  employer"  and  "general  employer"  are  understood  for  purposes of
Workers' Compensation statutes);

          b. As between you and us, we shall have the exclusive  right to direct
and control the performance of Employee's services hereunder, including, without
limitation, the manner and means by which Employee will perform such services;

          c. For purposes of any applicable  Workers'  Compensation  statute, we
are the  special  employer  of each other  person  (hereinafter  "other  special
employee") whose services are furnished to us by any corporation or other entity
under an agreement pursuant to which we have the right to direct and control the
performance of such other special employee's services;

          d. For purposes of  determining  the rights and  remedies,  if any, of
you, Employee and/or Employee's heirs, executors, administrators, successors and
assigns,  by reason of any injury or illness which falls within the purview of a
Workers'  Compensation  statute and which is  sustained  by Employee  during the
period of Employee's  services hereunder and/or any disability or death suffered
by Employee as a result of such an injury or illness, the following shall apply:

          i. The rights and  remedies,  if any,  of Employee  and/or  Employee's
     heirs, executors, administrators,  successors and assigns against us and/or
     our agents  and/or  employees  (including,  without  limitation,  any other
     special  employee) by reason of such injury,  illness,  disability or death
     shall be  governed  by and limited to those  provided  under such  Workers'
     Compensation statute;
<PAGE>
          ii.  Neither we nor our agents or employees  shall have any obligation
     or liability to you by reason of any such injury,  illness,  disability  or
     death;

          iii. Neither you nor Employee, nor any of Employee's heirs, executors,
     administrators,  successors or assigns, shall assert any claim or bring any
     action by reason of such injury,  illness,  disability or death against any
     corporation or other entity which furnishes to us the services of any other
     special employee;

          iv. You shall  indemnify,  defend (with counsel  acceptable to us) and
     hold  us and our  agents  and  employees  harmless  from  any  loss,  cost,
     liability or expense  arising from any claim asserted and/or action brought
     by Employee or any other party (whether  against you, us, our agents and/or
     employees,  including,  without  limitation,  any other  special  employee,
     and/or any  corporation or other entity which  furnishes to us the services
     of any other  special  employee)  by reason  of any such  injury,  illness,
     disability  or death  other than any claim or action  permitted  under such
     Workers' Compensation statute; and

     e.  If  the  applicability  of any  Workers'  Compensation  statute  to the
engagement  of  Employee's  services  hereunder  is  dependent  upon  (or may be
affected by) an election on the part of you,  Employee  and/or us, such election
is hereby made.

Nothing contained in this Paragraph 7 shall be deemed to waive the provisions of
Section 3601 of the Labor Code of the State of California  and where  references
in this  Paragraph  7 are made to  Workers'  Compensation  Statues,  it shall be
deemed to include said Section 3601. It is the express  intention of the parties
hereto (including Employee) that the rights and obligations of you, Employee and
us, respectively, shall be the same as, and neither greater nor less than, those
which would be obtained had  Employee's  services  hereunder  been  performed by
Employee as our direct employee.

Kindly  sign  this  agreement  in the  space  provided  below  to  confirm  your
understanding of our agreement.
<PAGE>
Very truly yours,

BIG DOG ENTERTAINMENT/PRELUDE DEVELOPMENT, INC.


By: ______________________________
Its: ______________________________


AGREED TO AND ACCEPTED:

By: /s/

Federal ID. #: 13-3615061
Social Security #: ###-##-####
<PAGE>
                                INDUCEMENT LETTER
                                -----------------

The  undersigned  hereby  acknowledges  that he is aware of all of the terms and
conditions set forth above and in the Agreement which is attached hereto whereby
________________________,    INC.    ("Lender")    has   loaned   to   BIG   DOG
ENTERTAINMENT/PRELUDE   DEVLOPMENT,   INC.  ("Producer")  the  services  of  the
undersigned  as a writer of the  theatrical  motion  picture  which is presently
identified as the "SWASHBUCKLER".  In consideration of Producer's  execution and
delivery of the foregoing agreement, the undersigned hereby agrees to render for
Producer all of the services  provided for in the Agreement,  and further agrees
that if there is any  inconsistency  between  the  terms and  conditions  of the
Agreement and the terms and  conditions  contained in the  Employment  Agreement
between the undersigned and Producer,  the terms and conditions of the Agreement
shall prevail.  The undersigned further agrees that no payments whatsoever shall
be paid by Producer to the undersigned, all such payments being made directly to
Lender.  The  undersigned  further  agrees  that in the  event  of a  breach  or
threatened  breach by Producer or the  undersigned  of the  Agreement,  Producer
shall  be  entitled  to legal  and  equitable  relief  by way of  injunction  or
otherwise  and shall have  available  to it all of the rights and  remedies  set
forth in the Agreement  against  Producer or against the  undersigned or against
both of them,  in its  discretion,  in any event  without the necessity of first
resorting to or exhausting any rights or remedies against  Producer.  All of the
foregoing  is to the same  extent  and with the same  force and effect as if the
undersigned  were a direct party to the Agreement in the first instance,  and as
if in the Agreement the undersigned  personally had agreed to render services to
Producer  provided to be rendered by the undersigned and to be bound by and duly
to  perform  and  observe  each  and  all of the  terms  and  conditions  of the
Agreement.

DATED: As of 2/18/99.

                                        /s/
                                           -----------------------