<PAGE>   1
                                                                   EXHIBIT 10.1


                         EXECUTIVE EMPLOYMENT AGREEMENT



         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of October 25, 1999 (the "Effective Date"), by and between SELECT MEDIA
COMMUNICATIONS, INC., a New York corporation (the "Company"), and MITCH J.
GUTKOWSKI (the "Executive").

         IN CONSIDERATION of the mutual covenants and agreements hereinafter set
forth, the Company and Executive agree as follows:

         1.       Agreement Term.

                  The term of this Agreement shall be the period commencing on
the Effective Date and ending on the fifth anniversary thereof (the "Agreement
Term").

         2.       Employment.

                  a.       Employment by the Company. Executive agrees to be
                           employed by the Company for the Agreement Term upon
                           the terms and subject to the conditions set forth in
                           this Agreement. Throughout the Agreement Term,
                           Executive shall serve as the CEO/Chairman of the
                           Company.

                  b.       Performance of Duties. Throughout this Agreement
                           Term, Executive shall faithfully and diligently
                           perform his duties in conformity with the directions
                           of the Board of Directors of the Company (the
                           "Board"), consistent with his position as the
                           CEO/Chairman of the Company.

                  c.       Place of Performance. During the Agreement Term,
                           Executive shall be based at the Company's executive
                           offices in New York, New York.

         3.       Compensation.

                  a.       Base Salary. The Company agrees to pay to Executive a
                           base salary at the annual rate set forth below, or as
                           otherwise increased from time to time by the Board
                           (the "Base Salary"):

<TABLE>
<CAPTION>
                           YEAR OF AGREEMENT TERM                      BASE SALARY
                           ----------------------                      -----------
<S>                                                                    <C>
                                            1                              $200,000
                                            2                              $300,000
                                            3                              $350,000
                                            4                              $400,000
                                            5                              $500,000
</TABLE>
<PAGE>   2
Base Salary shall be payable in installments consistent with the Company's
payroll practices.

                  b.       Annual Incentive Bonus. No later than the March 15th
                           following the end of each calendar year, the Company
                           shall pay a cash bonus to Executive equal to two
                           percent (2%) of the pre-tax net income for the
                           calendar year of the Company and its consolidated
                           subsidiaries, prior to reduction for such bonus (the
                           "Incentive Bonus"). The Incentive Bonus amount shall
                           be payable for an entire calendar year for each
                           calendar year that ends during the Agreement Term,
                           and for any other bonus period that is less than a
                           full calendar year, the Incentive Bonus shall be
                           determined with respect to the Company's net income
                           amounts for the entire calendar year multiplied by a
                           fraction, the numerator of which is the number of
                           calendar days in such period, and the denominator of
                           which is 365. Incentive Bonuses shall be paid in the
                           form of cash.

                  c.       Common Stock Award; Stock Options

                           i.       In recognition of past services rendered to
                                    the Company by Executive, the Company
                                    hereby grants to Executive (x) 2,000,000
                                    shares (the "Grant Shares") of common stock
                                    of the Company, par value $.001 per share
                                    (the "Common Stock"), which grant shares
                                    shall vest on the first anniversary of the
                                    date hereof.


                           ii.      Executive acknowledges and agrees that the
                                    Shares have not been registered under the
                                    Securities Act of 1933, as amended (the
                                    "Act"), and are "restricted securities"
                                    within the meaning of Rule 144 promulgated
                                    under the Act, and will bear the following
                                    legend restricting their transferability:

                                    THE SHARES OF STOCK REPRESENTED BY THIS
                                    CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
                                    THE SECURITIES ACT OF 1933, AS AMENDED, OR
                                    ANY STATE SECURITIES LAWS. THE SHARES MAY
                                    NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
                                    TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL
                                    THE HOLDER HEREOF PROVIDES EVIDENCE
                                    SATISFACTORY TO THE ISSUER (WHICH, IN THE
                                    DISCRETION OF THE ISSUER, MAY INCLUDE AN
                                    OPINION OF COUNSEL, SATISFACTORY TO THE
                                    ISSUER) THAT SUCH OFFER, SALE, PLEDGE,

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                                    TRANSFER OR OTHER DISPOSITION WILL NOT
                                    VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

         iii.     Executive acknowledges that the Shares must be held
                  indefinitely unless subsequently registered under the Act or
                  an exemption from such registration is available. Executive is
                  aware of the provisions of Rule 144 promulgated under the Act,
                  which permit the limited resale of shares subject to the
                  satisfaction of certain conditions, including, among other
                  things, the existence of a public market for the shares, the
                  availability of certain current public information about the
                  Company, the resale occurring not less than one (1) year after
                  a party has received the security to be sold and provided the
                  consideration in exchange therefor, the sale being effected
                  through "broker's transaction" or in transactions directly
                  with a "market maker" (as provided by Rule 144(f)) and the
                  number of shares being sold during any three (3) month period
                  not exceeding specified limitations.

         iv.      Pursuant to this Agreement, Executive has been issued the
                  Grant Shares and options to purchase an additional 1,500,00
                  shares of common stock, for an aggregate of 3,500,000 shares
                  of common stock (collectively, the "Executive Shares").

                  (1)      Protection Against Dilution. If the Company shall at
                           any time during the term of this Agreement: (i)
                           declare or pay to the holders of Common Stock a
                           dividend payable in any kind of shares of stock of
                           the Company; or (ii) change or divide or otherwise
                           reclassify its Common Stock into the same or
                           different number of shares with or without par value,
                           or into shares of any class or classes; or (iii)
                           consolidate or merge with, or transfer all or
                           substantially all of its property to, any other
                           affiliated corporation; or (iv) make any distribution
                           of its assets to holders of its Common Stock as a
                           liquidation or partial liquidation dividend or by way
                           or return of capital, with the result that the number
                           of Executive Shares shall represent less than 15% of
                           the number of fully-diluted shares of Common Stock of
                           the Company, then, Executive shall receive such
                           additional shares of Common Stock, or such
                           reclassified shares of Common Stock of the Company,
                           or such shares or securities or assets of the entity
                           resulting from such consolidation or merger or
                           transfer of such assets of the Company, as are
                           necessary for the number of shares of Common Stock
                           held by Executive to be equal to 15% of the
                           fully-diluted shares of Common Stock of the Company
                           (after giving effect to such issuance).

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                  (2)      If the Board of Directors of the Company shall (i)
                           declare any dividend or other distribution with
                           respect to the Common Stock, other than a cash
                           dividend, (ii) offer to the holders of the shares of
                           Common Stock any additional shares of Common Stock,
                           any securities convertible into or exercisable for
                           shares of Common Stock or any rights to subscribe
                           thereto, or (iii) propose a dissolution, liquidation
                           or winding up of the Company, the Company shall mail
                           notice thereof to Executive not less than fifteen
                           (15) days prior to the record date fixed for
                           determining stockholders entitled to participate in
                           such dividend, distribution, offer or subscription
                           right or to vote on such dissolution, liquidation or
                           winding up.

                  (3)      If at any time or from time to time the Company shall
                           take any action affecting its Common Stock or any
                           other capital stock of the Company, not otherwise
                           described in any of the foregoing subsections of this
                           Section 3(c)(iv), then, if the failure to make any
                           adjustment would, in the reasonable opinion of the
                           members of the Board of Directors of the Company,
                           have a materially adverse effect upon the rights of
                           Executive, the number of shares of Executive Shares,
                           shall be adjusted in such manner and at such time as
                           the members of the Board of Directors of the Company
                           may in good faith determine to be equitable under the
                           circumstances.

                  (4)      Upon any adjustment or modification of the rights of
                           the Executive in accordance with this Section
                           3(c)(iv), the Company shall promptly cause its Chief
                           Financial Officer to provide a notice to the
                           Executive setting forth such adjustment or
                           modification, a brief statement of the facts
                           requiring such adjustment or modification and the
                           manner of computing the same.

         v.       Piggyback Registrations.

                  (1)      Right to Piggyback. Whenever the Company proposes to
                           register any of its securities under the Act and the
                           registration form to be used may be used for the
                           registration of the Shares (a "Piggyback
                           Registration"), the Company shall give prompt written
                           notice to Executive of its intention to effect such a
                           registration and will include in such registration
                           all Shares with respect to which the Company has
                           received a written request by Executive for inclusion

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                           therein within thirty (30) days after the receipt of
                           the Company's notice.

                  (2)      Priority on Primary Registrations. If a Piggyback
                           Registration is an underwritten primary registration
                           on behalf of the Company, and the managing
                           underwriters advise the Company in writing that in
                           their opinion the number of securities requested to
                           be included in such registration exceeds the number
                           which can be sold in such offering without adversely
                           affecting the marketability of the offering, the
                           Company will include in such registration (x) first,
                           the securities the Company proposes to sell, and (y)
                           second, the Shares requested to be included in such
                           registration, pro rata among the Executive and other
                           holders of such registrable securities on the basis
                           of the voting power of shares owned by Executive and
                           each such other holder.

         vi.      Demand Registration. In the event that this Agreement is
                  terminated for any reason prior to the third anniversary of
                  the date hereof, the Company shall, upon the request of
                  Executive, prepare and file within ninety (90) days of
                  Executive's request, a registration statement with the
                  Securities and Exchange Commission covering the Executive
                  Shares, and shall use its best efforts to cause such
                  registration statement to become effective promptly.

4.       Benefits.

         a.       During the Agreement Term, Executive shall be entitled to (1)
                  vacations (taken consecutively or in segments), aggregating
                  four (4) weeks each fiscal year; (2) reasonable sick leave;
                  (3) participate in the Company's medical plan; and (4)
                  participate in any employee benefit plan or fringe benefits
                  program from time to time in effect for the benefit of any
                  employee, executive or officer of the Company.

         b.       It is expressly understood that the Company may in its
                  discretion from time to time modify any bonus, benefit or
                  other employee programs applicable to substantially all
                  employees who benefit from each program, including, without
                  limitation, terms of eligibility, benefit levels and other
                  terms and conditions, and that all such modifications shall be
                  binding on Executive.

         c.       Executive agrees that the Company shall withhold from any and
                  all payments required to be made to Executive pursuant to this
                  Agreement all federal, state, local and/or other taxes which
                  the Company determines are required to be withheld in
                  accordance with applicable statutes and/or regulations from
                  time to

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                  time in effect.

         d.       Automobile Allowance. The Company shall provide Executive with
                  an automobile allowance of $1,600 per month, and the Company
                  shall pay Executive's gasoline, insurance and maintenance
                  expenses for operating one automobile.

         e.       Travel and Entertainment Allowance. The Company shall provide
                  Executive with a travel and entertainment allowance of $2,000
                  per month. Executive shall not be required to account for, or
                  establish the reasonableness of, his travel and entertainment
                  expenses.

5.       Termination of Employment.

         a.       Ability to Terminate. Executive may terminate this Agreement
                  and his employment with the Company prior to the expiration of
                  the Agreement Term. The Company may also terminate this
                  Agreement and Executive's employment with the Company prior to
                  the expiration of the Agreement Term. In the event of a
                  termination of this Agreement by either Executive or the
                  Company, the termination payments provided in this Section 5
                  shall be the only payments that the Company shall be obligated
                  to make on account of or after such termination, except for
                  any benefits provided under any employee benefit plan of the
                  Company.

         b.       Termination for Good Reason or Without Cause. If Executive
                  terminates his employment with the Company for Good Reason, or
                  if the Company terminates Executive's employment with the
                  Company without Cause, Executive shall be entitled to the
                  following within thirty (30) days of such termination (or at
                  such other time provided below):

                  i.       his Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall be payable no later than the
                           March 15th following the calendar year of the
                           termination) and any other accrued and unpaid
                           Incentive Bonus amounts; plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement; plus

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                  iv.      his annual Base Salary for the period between the
                           date of such termination and the expiration of the
                           Agreement Term;

                  v.       the Incentive Bonus on account of the remaining
                           calendar year(s) within the Agreement Term after the
                           calendar year of the termination (which shall be
                           payable no later than the March 15th following the
                           applicable calendar year.

         c.       Termination For Cause. If the Company terminates Executive's
                  employment for Cause, Executive shall be entitled to the
                  following within thirty (30) days of the date of such
                  termination (or at such other time provided below):

                  i.       his Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall be payable no later than the
                           March 15th following the calendar year of the
                           termination); plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement; plus

                  iv.      his Base Salary for the period between the date of
                           such termination and either (x) the expiration of the
                           Agreement Term or (y) the second anniversary of the
                           date of such termination, whichever period is
                           shorter; plus

                  v.       the Incentive Bonus on account of either (x) the two
                           calendar years following the calendar year of such
                           termination or (y) the period prior to the expiration
                           of the Agreement Term, whichever period is shorter.

         d.       Disability. If the Company terminates Executive's employment
                  because of Executive's Disability, then the Company shall
                  provide the following to Executive within thirty (30) days of
                  the date of such termination (or at such other time provided
                  below):

                  i.       the Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall

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                           be payable no later than the March 15th following the
                           calendar year of the termination) and any other
                           accrued and unpaid Incentive Bonus amounts; plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement.

         e.       Death. In the event of the death of Executive during the
                  Agreement Term, the Base Salary to which Executive is entitled
                  hereunder shall continue to be paid through the end of the
                  calendar year in which death occurs to the last beneficiary
                  designated by Executive pursuant to the last beneficiary
                  designated by Executive pursuant to Section 18 hereof, or,
                  failing such designation, to his estate. Upon payment of such
                  salary, the Company shall have no further obligations under
                  this Agreement.

         f.       No Mitigation. In the event of any termination of employment
                  under this Section 5, Executive shall be under no obligation
                  to seek other employment, and there shall be no offset against
                  amounts due to Executive under this Agreement on account of
                  any remuneration attributable to any subsequent employment
                  (including any self-employment) that he may obtain.

         g.       Definitions. For purposes of this Agreement, the following
                  terms shall have the following meaning:

                  i.       "Cause" shall mean (1) the failure of Executive to
                           perform his duties as defined in Section 2 above with
                           the Company or the breach of this Agreement by
                           Executive if the Company gives notice of such cause
                           and it remains uncured for ten (10) days following
                           such notice; (2) any act by Executive of fraud, theft
                           or dishonesty; (3) drug or alcohol abuse or related
                           behavior that impedes Executive's job performance or
                           brings Executive or the Company into disrepute in the
                           community; (4) misappropriation by Executive of funds
                           or any corporate opportunity; (5) a conviction or
                           affirmative finding by an appropriate administrative
                           agency that Executive is guilty of a felony or a
                           misdemeanor involving moral turpitude (or a plea of
                           nolo contendere thereto); (6) acts by Executive
                           attempting to secure or securing any personal profit
                           not fully disclosed to and approved by the Board of
                           the Company in connection with any transaction
                           entered into on behalf of the Company; (7) gross,
                           willful or wanton negligence or misconduct by
                           Executive; or (8) any act or omission that the Board
                           of Directors reasonably believes to be harmful to the
                           Company, or any affiliate thereof.

                  ii.      "Disability" shall mean any physical or mental
                           disability or incapacity

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<PAGE>   9
                           which continues for ninety (90) consecutive days or
                           an aggregate period of more than one hundred eighty
                           (180) days in any twelve (12) month period and which
                           shall render Executive incapable of performing the
                           services required of him by the Company. Disability
                           benefits, if any, due under applicable plans and
                           programs of the Company shall be determined under the
                           provision of such plans and programs.

                  iii.     "Good Reason" shall mean a material breach by the
                           Company of the terms of this Agreement, which breach
                           continues for thirty (30) days after written notice
                           thereof from Executive.

6.       Restrictive Covenant.

         a.       Pursuant to this Agreement, Executive has agreed to become an
                  Executive of the Company and to comply with the non-disclosure
                  provisions of Section 8 hereof. Executive recognizes and
                  acknowledges that he will be given access to certain of the
                  Company's confidential information, and has access to and
                  authority to develop relationships with customers of the
                  Company because of his position and status as an employee of
                  Company, which he would not otherwise attain. In consideration
                  of the foregoing, Executive agrees to comply with the terms of
                  this Section 6.

         b.       The restrains imposed by this Section 6 shall apply during any
                  period that Executive continues to receive payment of Base
                  Salary hereunder, and (i) for a period of one (1) year
                  thereafter (the "Restricted Period"). In the event that any
                  Court having jurisdiction should find that the Restricted
                  period is so long and/or the scope (distance)(as set forth
                  below) is so broad as to constitute an undue hardship on
                  Executive, then, in such event only, the Restricted Period and
                  area limitations shall be valid for the maximum time and area
                  for which they could be legally made and enforced.

         c.       During the Restricted Period, Executive shall not, as an
                  employee (other than of the Company or an affiliate of the
                  Company), the Company, stockholder, officer, director,
                  partner, consultant, advisor, proprietor, lender, provider of
                  capital or other ownership, operational or management
                  capacity, directly or indirectly, through any other person,
                  firm or corporation (i) solicit or hire any person who on the
                  date of Executive's termination is, or within the last three
                  (3) months of Executive's employment by the Company was, an
                  employee of the Company, or otherwise interfere with or
                  disrupt the employment relationship between the Company and
                  any employee, (ii) solicit or do business with (a) the
                  Company's customers with whom the Company did business while
                  Executive was employed under this Agreement or (b) individuals
                  or entities whom Executive met as a result of his position
                  with the Company while Executive was employed under this

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                  Agreement, that results in competition with the Company, or
                  (iii) be associated in any way with any entity doing business
                  in a 100-mile radius of New York City that competes with the
                  Company; provided, however, that the foregoing restrictions
                  shall not apply in any way to Executive's interest in Izzy
                  Entertainment, a company in the business of producing and
                  distributing popular music.

         d.       Executive expressly recognizes and agrees that the restraints
                  imposed by this Section 6 are (i) reasonable as to time,
                  geographic limitation and scope of activity to be restrained;
                  (ii) reasonably necessary to the enjoyment by the Company for
                  the value of its assets and to protect its legitimate
                  interests; and (iii) not oppressive. Executive further
                  expressly recognizes and agrees that the restraints imposed by
                  this Section 6 represent a reasonable and necessary
                  restriction for the protection of the legitimate interests of
                  the Company, that the failure by Executive to observe and
                  comply with the covenants and agreements in this Section 6
                  will cause irreparable harm to the Company, that it is and
                  will continue to be difficult to ascertain the harm and
                  damages to the Company that such a failure by Executive would
                  cause, that the consideration received by Executive for
                  entering into these covenants and agreements is fair, that the
                  covenants and agreements and their enforcement will not
                  deprive Executive of his ability to earn a reasonable living
                  in the Company's industry or otherwise, and that Executive has
                  acquired knowledge and skills in his field that will allow him
                  to obtain employment without violating these covenants and
                  agreements.

7.       Indemnification.

         a.       The Company agrees that if Executive is or becomes a party, or
                  is threatened to be made party, to any threatened, pending or
                  completed action, suit or proceeding, whether civil, criminal,
                  administrative or investigative and wether brought by or in
                  the right of the Company or otherwise ("Proceeding"), by
                  reason of the fact that (whether before or after the Effective
                  Date) he is or was a director, officer or employee of the
                  Company or is or was serving at the request of the Company as
                  a director, officer, member, employee or agent of another
                  corporation, partnership, joint venture, trust or other
                  enterprise, including (without limitation) service with
                  respect to employee benefit plans, whether or not the basis of
                  such Proceeding is Executive's alleged action in an official
                  capacity while serving as a director, officer, member,
                  employee or agent, Executive shall be indemnified and held
                  harmless by the Company to the fullest extent legally
                  permitted or authorized by the Company's certificate or
                  articles of incorporation or by-laws (or other applicable
                  governing documents) or resolutions of the Board (or other
                  applicable governing body) or the stockholders of the Company
                  or, if greater, by the laws of the State of Delaware or any
                  other applicable state or organization or formation, against
                  all cost, expense, liability and loss (including, without
                  limitation,

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<PAGE>   11
                  attorneys' fees, judgments, costs of appeal, fines, excise
                  taxes or penalties and amounts paid or to be paid in
                  settlement) reasonably incurred or suffered by Executive in
                  connection therewith, and such indemnification shall continue
                  as to Executive event if he has ceased to be a director,
                  member, employee or agent of the Company or other entity and
                  shall inure to the benefit of Employee's heirs, executors and
                  administrators. In this Section 7, (i) each reference to "the
                  Company" (other than for the purpose of any notice) shall
                  include, without limitation, all entities that are
                  subsidiaries and affiliates of the Company, and (ii) all
                  obligations of the Company shall be joint and several as to
                  all entities included in such definition of "the Company". The
                  Company shall pay or provide such indemnification to Executive
                  in connection with a Proceeding within sixty (60) days after
                  written request by Executive for that indemnification. During
                  that sixty (60) day period, Executive shall have an
                  opportunity to be heard and to present evidence in connection
                  with the consideration by the Board of Directors, independent
                  legal counsel, or stockholders, as the case may be, of any
                  findings required by applicable law in connection with that
                  indemnification request. The Company shall also advance to
                  Executive all reasonable costs and expenses incurred by him
                  (including, without limitation, all reasonable fees and costs
                  of counsel selected by Executive, and all other indemnifiable
                  liabilities covered by this Section 7(a)) in connection with a
                  Proceeding within thirty (30) days after written request by
                  Executive for such advance. Such request shall include an
                  undertaking by Executive to repay the amount of such advance
                  if it shall ultimately be determined that he is not entitled
                  to be indemnified against such costs and expenses. In the
                  event the Company does not properly indemnify or advance
                  expenses to Executive in accordance with the terms of this
                  Section 7(a)(including, without limitation, the time period
                  set forth above), Executive shall be entitled to bring an
                  action or proceeding against the Company in any state or
                  federal court or before a panel of arbitrators in accordance
                  with Section 20 hereof, to enforce the Company's
                  indemnification or expense-advancement obligations, and (in
                  either case) Executive shall be reimbursed by the Company for
                  the reasonable costs and expenses (including, without
                  limitation, reasonable attorneys fees and costs) of any
                  successful enforcement of the Company's indemnification or
                  expense-advancement obligations.

         b.       Neither the failure of the Company (including, without
                  limitation, its board of directors, independent legal counsel
                  or stockholders) to have made any determination that
                  indemnification of Executive is proper because he has met the
                  applicable standard of conduct, nor a determination by the
                  Company (including, without limitation, its board of
                  directors, independent legal counsel or stockholders) that
                  Executive has not met such applicable standard of conduct,
                  shall create a presumption that Executive has not met the
                  applicable standard of conduct or shall be a defense to any
                  action or proceeding to enforce the Company's indemnification
                  or expense-advancement obligations. The Company

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                  shall have the burden of proof in establishing that Executive
                  has not met the applicable standard of conduct. Where
                  Executive is entitled to indemnification under this Section 7
                  for a portion of the indemnifiable liabilities described in
                  Section 7(a), but not for the total amount of liabilities of
                  that kind, the Company shall nevertheless indemnify Executive
                  for such portion of the indemnifiable liabilities to which
                  Executive is entitled.

         c.       Executive's rights provided in this Section 7 shall not be
                  exclusive of any other rights of indemnification or
                  advancement of expenses (or any similar rights) that Executive
                  may have against the Company or under any liability insurance
                  covering Executive.

         d.       The Company agrees to continue and maintain one or more
                  directors' and officers' liability insurance policies that
                  cover Executive (with reputable and financially sound
                  insurers) at a level that is commercially reasonable (in light
                  of the Company's business and the risks of litigation or
                  claims), and otherwise to the fullest extent the Company
                  provides such coverage for any of its other executive
                  officers.

         e.       Without limiting the generality of Section 7 hereof, the
                  rights of indemnity and advancement of expenses in favor of
                  Executive in this Section 7 shall continue and survive any
                  expiration or termination of this Agreement or Executive's
                  ceasing to be a director, officer, or employee of the Company.

8.       Assignability; Binding Nature.

         This Agreement shall be binding and inure to the benefit of the parties
and their respective successors, heirs (in the case of Executive) and permitted
assigns. No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company (including, without limitation, by
merger, consolidation, or other operation of law) except that such rights or
obligations may be assigned or transferred pursuant to a merger or consolidation
in which the Company is not the continuing or surviving entity, or the sale or
liquidation of all or substantially all of the assets of the Company,, to one or
more entities that have the financial and other ability to perform the Company's
obligations under this Agreement; provided, however, that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities, obligations and
duties of the Company under this Agreement, either contractually or as a matter
of law. No rights or obligations of Executive under this Agreement may be
assigned or transferred by Executive other than his rights to compensation and
benefits, as provided in Section 15 below.

9.       Representations.

         The Company represents and warrants that it is fully authorized and
empowered to enter

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into this Agreement and that the performance of its obligations under this
Agreement will not violate any agreement between it and any other person, firm
or organization. Executive represents that he knows of no agreement between him
and any other person, firm or organization that would be violated by the
performance of his obligations under this Agreement.

10.      Warranty.

         Executive does hereby warrant that he has not taken any action, and
covenants that during the Agreement Term, or the Restricted Period, as
applicable, he shall take no such action, that constitutes or will constitute a
breach of any agreement concerning confidential information and trade secrets,
confidentiality, solicitation or non-competition to which he is bound as a
party.

11.      Entire Agreement.

         This Agreement and the other agreements referenced herein contain the
entire understanding and agreement between the parties concerning the subject
matter hereof and supersede all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with
respect thereto. Nothing in this Agreement impairs or otherwise adversely
affects any of Executive's rights to or under any stock option or stock
agreements with the Company (or any of its subsidiaries or affiliates) that are
in effect on or after the Effective Date.

12.      Amendment or Waiver.

         No provision of this Agreement may be amended unless such amendment is
agreed to in writing and signed by Executive and an authorized officer of the
Company (other than Executive). No waiver by either party of any breach by the
other part of any condition or provision contained in this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by Executive or an authorized officer
of the Company (other than Executive), as the case may be.

13.      Severability.

         In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

14.      Survivorship.

         The respective rights and obligations of the parties hereunder shall
survive any termination of the Executive's employment or the expiration of the
Agreement Term to the

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<PAGE>   14
extent necessary to the intended preservation of such rights and obligations.

15. Beneficiaries/References.

         Executive shall be entitled, to the extent permitted under any
applicable law, to select and change a beneficiary or beneficiaries to receive
any compensation or benefit payable hereunder following Executive's death or
incompetence by giving the Company written notice thereof. In the event of
Executive's death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

16. Governing Law/Jurisdiction.

         This Agreement shall be governed by and construed and interpreted in
accordance with the laws of New York without reference to principles of conflict
of laws.

17.      Resolution of Disputes.

         a.       Arbitration of Claims. Any disputes arising under or in
                  connection with this Agreement shall be resolved by binding
                  arbitration. Such arbitration shall be conducted on an
                  expedited basis in accordance with the Commercial Arbitration
                  Rules of the American Arbitration Association before a panel
                  of three (3) arbitrators, selected by the American Arbitration
                  Association, sitting in New York, New York. The award of the
                  arbitrators shall be final and nonappealable, and judgment may
                  be entered on the award of the arbitrators in any court having
                  proper jurisdiction. All expenses of such arbitration shall be
                  borne by Company.

         b.       Payment of Legal Fees and Costs. The Company agrees to pay as
                  incurred, to the full extent permitted by law, all legal fees
                  and expenses which Executive may reasonably incur as a result
                  of any contest (regardless of the outcome thereof) by the
                  Company, Executive or others of any action taken pursuant to
                  the terms of this Agreement, or of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement, or any guarantee of performance thereof (including,
                  without limitation, as a result of any contest by Executive
                  about the amount of payment pursuant to the Agreement), plus
                  in each case interest on any delayed payment at the AFR.

18.      Notices.

         Any notice given to a party shall be in writing and shall be deemed to
have been given when delivered personally or by courier, or upon receipt if sent
by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently given such notice of:

                                      -14-
<PAGE>   15
         If to the Executive:           Select Media Communications, Inc.
                                        666 Third Avenue
                                        New York, NY 10022
                                        Attention: Mitch J. Gutkowski, President

         With a Copy to
         (which shall not               McDermott Will & Emery
         constitute notice):            50 Rockefeller Plaza
                                        New York, NY 10020
                                        Attention: Stephen B. Selbst, Esquire

         If to Company:

19.      Headings.

         The headings of the sections contained in this Agreement are for
convenience only and shall not be deemed to control or affect the meaning or
construction of any provision of this Agreement.

20.      Counterparts.

         This Agreement may be executed in two or more counterparts.

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

                                      SELECT MEDIA COMMUNICATIONS, INC.


                                      ------------------------------------------
                                      By:
                                      Its:


                                      ------------------------------------------
                                      MITCH J. GUTKOWSKI


                                      -15-