Exhibit 10.5

     EMPLOYMENT  AGREEMENT  made as of the  15th  day of  February,  1996 by and
between LANCIT MEDIA PRODUCTIONS, LTD. with offices at 601 West 50th Street, New
York,  New York 10019  (hereinafter  "Employer")  and NOEL RESNICK,  residing at
10335-1/2   Wilshire  Blvd.,   Los  Angeles,   California   90024   (hereinafter
"Employee").

     WHEREAS,  the  parties  desire to set forth  the  terms and  conditions  of
employment of Employee by Employer.

     NOW, THEREFORE,  in consideration of the agreements  hereinafter contained,
the parties hereto agree as follows:

     1.   Term:  Employer  hereby  employs  Employee  as Senior  Vice  President
          Development  for a period of two (2) years  commencing on February 16,
          1996 ("Initial Term").

     2.   Services: (a) Employee shall be responsible for Employer's development
          of quality children's and family  entertainment  television,  film and
          other media projects and allied activities  consistent with Employer's
          primary  mission to deliver  quality  content and  quality  production
          values, and expanding Employer's presence into mainstream children and
          family programming venues.

          (b)  Employee  will  perform  her  services  within a mutually  agreed
               annual budget,  it being understood that if Employer and Employee
               cannot agree on such budget,  Employer's  decision regarding such
               budget shall be final. Employee agrees to devote her full working
               time and efforts to the  business  and affairs of Employer and to
               all of  its  subsidiaries  and  affiliates,  if any  (hereinafter
               collectively referred to as the "Corporate Group"), and hold such
               additional  offices in components of the Corporate Group to which
               she shall accept, such acceptance not to be unreasonably withheld
               and to which from time to times she may be elected or  appointed,
               provided  that they are of the same general  character  and of at
               least  the  same  degree  of  responsibility  as the  offices  in
               Employer  which she shall  hold at the time of the  execution  of
               this  Agreement.  Employer  agrees that  Employee will be a named
               insured under Employer's  Director & Officer liability  insurance
               policy,  as the same may be modified from time to time, a copy of
               the Certificate of Insurance naming Employee is annexed hereto as
               Exhibit A.  Employer  will  not  be  asked  to be an  officer  or
               director of any component of the  Corporate  Group not covered by
               such policy.

          (c)  Employee shall have a private,  enclosed  office and will share a
               secretary/assistant  employed by Employer with one other employee
               of  Employer  and  will  have a  reserved  parking  space  at the
               Employer's office. Employee's primary place of employment will be
               at  Employer's  office in Los Angeles,  California.  Employer and
               Employee will mutually agree on the times when

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               Employee  shall  render her  services in New York City,  it being
               understood  that if Employer  and  Employee  cannot agree on such
               times,  Employer's decision shall be final. Employer acknowledges
               that the current expectation is that Employee will be in New York
               City,  on  average,  for no more  than one (1)  week  per  month.
               Employer  agrees to discuss any such  change in such  expectation
               with Employee, and in no event shall Employer require Employee to
               relocate  her  primary  residence  outside  of the  Los  Angeles,
               California metropolitan area.

          (d)  Nothing contained in this Agreement shall be construed to prevent
               Employee from managing her private  investments  in any business,
               except that  Employee  will be permitted to own not more than two
               (2%)  percent  of the  issued  and  outstanding  stock  or  other
               securities  of a  competitive  company.  Employee  shall,  in the
               performance  of  her  duties,  be at  all  times  subject  to the
               direction and supervision of Employer,  and shall report directly
               to the Chief Executive Officer of Employer.

          (e)  Notwithstanding  the provisions of  subparagraph  2(a),  Employer
               acknowledges  that  Employee  currently  has and will continue to
               have an interest in the  projects  described in Exhibit B annexed
               hereto  (hereinafter   "Outside  Projects").   Employee  will  be
               permitted to continue to be involved in the Outside Projects upon
               the following conditions:

               (i)  Employee's   involvement  in  such   activities   shall  not
                    interfere  with  the   performance   of  Employee's   duties
                    hereunder,  as  determined  in  Employer's  sole  reasonable
                    discretion;

               (ii) Employee shall not engage in line producing or other similar
                    activities  which require  anything  other than  supervisory
                    involvement during the term of this agreement; and

               (iii)Employee  agrees  that  she  will  use her  reasonable  best
                    efforts  to attach  Employer  to each  Outside  Project as a
                    producer  providing  services to the entity controlling such
                    Outside  Project,  but  Employee  shall not be  required  to
                    attach Employer to any Outside Project as a condition of her
                    employment.  "Reasonable  best efforts" shall include,  at a
                    minimum,  good  faith  efforts  to  arrange a  meeting  with
                    representatives  of  the  entity  controlling  each  Outside
                    Project. Employer acknowledges that the timing of Employee's
                    efforts to attach Employer to the Outside  Projects  depends
                    on events  outside the  control of  Employee,  but  Employee
                    agrees to commence such efforts at the earliest  practicable
                    time.

          (f)  Subject to all of the  provisions  of this  Agreement  including,
               without   limitation,    subparagraph   2(b)   hereof,   Employer
               acknowledges that Employee shall be entitled to render non-

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               exclusive  services  in  connection  with  Outside  Projects  and
               projects  produced  by  Employee  prior to the date hereof and to
               receive  contractual  passive  producer  fees for such  projects.
               Notwithstanding  the  foregoing,  if  Employer is attached to any
               Outside Project and, as a result of such  attachment,  Employee's
               and Employer's respective fees are paid as a single fee, Employer
               and Employee will negotiate in good faith  regarding how such fee
               should be allocated between Employee and Employer.

          (g)  In connection with productions  acquired,  developed or set up by
               Employee hereunder,  Employee shall be entitled to receive credit
               as Executive Producer for supervisory producing services rendered
               by Employee. In connection with productions  acquired,  developed
               or set up by Employee  hereunder  with respect to which  Employee
               which does not render day to day supervisory production services,
               Employee will receive a producing credit, the exact form of which
               shall fairly  reflect  Employee's  services and be  negotiated in
               good  faith  by  Employer  and  Employee.  For  purposes  of this
               Agreement,  a production  will have been "set up" by Employee if,
               due to the efforts of Employee, the production has been placed in
               active development with a third party financier(s) who has agreed
               to provide at least 50% of the budget  (exclusive of  development
               costs) for the  production.  Employer  will accord  Employee  its
               executive  producer or other producer credit on the same card and
               wherever and whenever the other like producers of such production
               receive  credit,  subject to approval of the  distributor of such
               production.  Employer  agrees to use best  efforts to obtain such
               approval,  but Employee  acknowledges that best efforts shall not
               require  Employer  to make  such  approval  a  condition  of such
               distributor's   participation  in  the  project.  An  inadvertent
               failure by Employer to grant  Employee such credit shall not be a
               breach of this Agreement,  although  Employer shall, upon receipt
               of written notice of such failure from  Employee,  use reasonable
               efforts  to cure  such  failure  on a  prospective  basis.  It is
               acknowledged  and  agreed  that if  Employee  has  rendered  such
               services in connection with a production  during the term of this
               Agreement, such credit shall be accorded regardless of whether or
               not  Employee  is  an  employee  of  Employer  at  the  time  the
               production is actually produced.

     3.   Compensation:

          (a)  As  compensation  for services  rendered to the  Corporate  Group
               during  the  term  of  this  Agreement,  Employee  shall  be paid
               compensation  at the  annual  base rate (the  "Base  Salary")  of
               $125,000  per year during the first year of this  Agreement.  The
               Base Salary during the second year of this Agreement shall be not
               less  than  $130,000  per year,  but may also be raised  based on
               Employee's performance and in amounts as may be determined by her
               supervisor and approved in accordance with company policies.  The
               Base Salary shall be payable in accordance with Employer's then

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               applicable payroll practice.

          (b)  Employer  has adopted an Incentive  Bonus Plan whereby  executive
               officers of  Employer  as a group  shall  receive a bonus of five
               (5%)  percent  of  pre-tax  income of  Employer,  as set forth in
               Employer's  audited  financial   statements  provided  that:  (i)
               Employer's  pre-tax  income in any given  fiscal year is at least
               $250,000;  (ii) in such fiscal  year,  Employer's  net income per
               share is at least $.05 per share  (adjusted  for stock splits and
               stock  dividends);  and (iii) the net income in such  fiscal year
               exceeds the net income in the immediately  preceding fiscal year.
               The  amount  of any  bonus to be paid to  Employee  which  may be
               available for distribution pursuant to such Incentive Bonus Plan,
               in any year of this  Agreement,  shall be determined by Employer.
               Employee shall be eligible to participate in such Incentive Bonus
               Plan  starting  with the fiscal year which  commences  on July 1,
               1996, and if the term of Employee's  employment  terminates prior
               to the  close  of  Employer's  fiscal  year,  Employee  shall  be
               eligible  to  participate  in a  pro-rata  portion  of any  bonus
               payable as of the close of such fiscal year.

          (c)  (i) Subject to the terms of this Agreement, Employer's 1990 Stock
               Option  Plan (as it may be  amended  from  time to time)  and any
               applicable I.R.S. regulations,  Employee was granted an option to
               purchase  45,000 shares of Employer's  Common Stock (the "Signing
               Options")  effective  as of  February 16,  1996  (the  "Effective
               Date").  The Signing  Options  vested and become  exercisable  in
               accordance  with the provisions  below.  The Signing Options were
               granted  pursuant to Employer's  1990 Stock Option Plan.  Options
               with  respect  to 15,000  shares of the  Signing  Options  become
               exercisable as of the Effective Date.  Options with respect to an
               additional   15,000   shares  of  the  Signing   Options   become
               exercisable as of February 16, 1997.  Options with respect to the
               final 15,000 shares of the Signing Options become  exercisable as
               of February 15, 1998. All such Signing Options are exercisable at
               an exercise  price per share equal to $10.3125  per share,  which
               was the  average of the closing  bid and asked  quotations  for a
               share of Employer's Common Stock on the Effective Date.

               (ii)  Subject  to the terms of this  Agreement,  Employer's  1990
               Stock Option Plan and any applicable I.R.S. regulations, Employee
               was also granted an additional  option to purchase  21,000 shares
               of Employer's Common Stock (the "Bonus Options")  effective as of
               Effective Date. The Bonus Options vest and become  exercisable in
               accordance  with the  provisions  below.  The Bonus  Options were
               granted  pursuant to Employer's  1990 Stock Option Plan.  Options
               with  respect  to  7,000  shares  of  the  Bonus  Options  become
               exercisable on the earlier of (A) the date that  aggregate  gross
               revenues received by Employer,  directly attributable to projects
               acquired, developed or set up by

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               Employee on behalf of Employer,  equal  $2,000,000 or (B) January
               17, 2006.  Options with respect to an additional  7,000 shares of
               the Bonus Options  become  exercisable  on the earlier of (A) the
               date that aggregate gross revenues received by Employer, directly
               attributable  to  projects  acquired,  developed  or  set  up  by
               Employee on behalf of Employer,  equal $4,000,000 or (B) February
               9, 2006.  Options  with  respect to the final 7,000 shares of the
               Bonus Options  become  exercisable on the earlier of (A) the date
               that  aggregate  gross  revenues  received by Employer,  directly
               attributable  to  projects  acquired,  developed  or  set  up  by
               Employee on behalf of Employer,  equal $6,000,000 or (B) February
               9, 2006.  All such Bonus Options are  exercisable  at an exercise
               price  per  share  equal to  $10.3125  per  share,  which was the
               average of the closing bid and the closing  asked per share price
               of  Employer's  Common  Stock  on the  Effective  Date.  For  the
               purposes  of  this   subparagraph   3(c)(ii),   "aggregate  gross
               revenues" shall be defined as all forms of compensation  received
               by or  credited  to  Employer  in respect of  development  and/or
               production costs,  including,  without limitation,  license fees,
               producer  fees,  contingent  compensation  (when and if  actually
               received) and the cash value of "in kind" materials,  products or
               services and barter received.

               (iii) The terms of the Signing  Options and the Bonus Options are
               governed by  Employer's  1990 Stock  Option  Plan and  Employee's
               Stock Option  Agreement  (including the provisions  regarding the
               effect of  Employer's  liquidation,  merger  and  consolidation),
               copies of which have been delivered to Employee prior to the
               execution hereof.

               (iv)  Employee  acknowledges  and  agrees  that,  as a  corporate
               officer  of  Employer,  she  may be  deemed  a  "Named  Executive
               Individual"  and is an insider,  for the  purposes of SEC filings
               and reporting and securities laws. Employee agrees to comply with
               all applicable  securities  laws including,  without  limitation,
               timely  filing  of  Form  3,  "Initial  Statement  of  Beneficial
               Ownership of Securities." Employer acknowledges that Employee has
               filed Form 3 in a timely fashion.

     4.   Termination: (a) In addition to any other rights and remedies provided
          by law or this agreement, Employer may terminate Employee's employment
          hereunder  upon  written  notice for  "cause".  For  purposes  of this
          paragraph,  "cause"  shall  include:  (i)  commission  of  any  act of
          material  fraud or gross  negligence  by Employee in the course of her
          employment  hereunder  which, in the case of gross  negligence,  has a
          materially  adverse  effect on the business or financial  condition of
          Employer;  (ii)  willful and  material  misrepresentation  at any time
          during the term hereof by Employer to any officer of  Employer;  (iii)
          failure,  refusal or neglect by Employee  to comply with a  reasonable
          instruction  of  the  Chief  Executive   Officer  of  Employer;   (iv)
          engagement by

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          Employee  in any  act,  whether  with  respect  to her  employment  or
          otherwise,  which is in violation  of the criminal  laws of the United
          States  or any  state  thereof  or any  similar  foreign  law to which
          Employee  may be subject  involving  acts of moral  turpitude;  or (v)
          death or disability of Employee.  Employee shall be deemed disabled if
          she shall be unable by reason of mental or  physical  incapacity  from
          performing her duties hereunder for a period of 90 consecutive days or
          an aggregate of 120 days in any consecutive  six-month period. In case
          of each provision  above,  when a cure is possible,  Employee shall be
          given notice,  details of the grounds for termination and a reasonable
          opportunity to cure,  provided that the foregoing  opportunity to cure
          shall not be  available  with  respect to  conduct  which has been the
          subject of a previous  notice and  opportunity  to cure. If Employee's
          employment  shall be terminated  pursuant to this  subparagraph  4(a),
          Employee  shall be entitled to receive  only the base salary  actually
          earned and payable to Employee  pursuant  to  subparagraph  3(a) above
          through the date of the termination of her employment and any properly
          reimbursable  expenses and other accrued employee benefits through the
          date of  termination.  Options which are vested as of the date of such
          termination  may only be exercised by Employee  during the ninety (90)
          day period (one (1) year if termination is due to death or disability)
          following such date and unexercised vested options shall expire on the
          last day of such period. Options granted pursuant to subparagraph 3(c)
          which  are  not   vested  as  of  the  date  of   termination   shall,
          notwithstanding  termination  pursuant to this subparagraph 4(a), vest
          as provided in  subparagraph  3(c),  subject to the further  condition
          that the options may only be exercised  by Employee  during the ninety
          (90)  day  period  (one  (1)  year if  termination  is due to death or
          disability)  following vesting,  and any unexercised options remaining
          after  such  period  shall  expire  on the  last  day of such  period.
          Employee  shall not  thereafter  be  entitled  to receive  any further
          salary, expenses,  benefits (other than medical or disability benefits
          if applicable) or other compensation of any kind hereunder.  Any bonus
          which  has been  earned,  but not  paid,  shall be paid at the time it
          would otherwise be payable.

          (b) If Employer shall terminate  Employee's  employment other than for
          "cause", as provided in subparagraph 4(a) above:

               (i)  Employee  shall be entitled to receive,  as damages,  and as
                    her sole and  exclusive  right and remedy on account of such
                    termination,   the  base  salary  to  which  Employee  would
                    otherwise  have  been  entitled  hereunder   throughout  the
                    remaining   term   hereof   together   with   any   properly
                    reimbursable  business  expenses and other employee benefits
                    to the date of  termination.  Amounts  payable  by  Employer
                    under this subparagraph 4(b)(i) shall be payable when and as
                    the same would  otherwise  have been payable under the terms
                    hereof and shall not be subject

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                    to any duty to mitigate damages by using reasonable  efforts
                    to seek other comparable employment;  however,  compensation
                    (in  whatever  form)  earned by Employee on account of other
                    employment during the unexpired term of this Agreement shall
                    be applied in reduction of Employer's obligations hereunder.
                    Employee  shall not  thereafter  be  entitled to receive any
                    further  salary,  expenses,  benefits (other than medical or
                    disability  benefits,  if applicable) or other  compensation
                    hereunder, except that Employee shall be eligible to receive
                    a pro-rata  share of any bonus due  hereunder for the fiscal
                    year in which Employee is terminated under this subparagraph
                    4(b)(i).  In the  event  of  termination  pursuant  to  this
                    subparagraph 4(b)(i),  Employee shall not be entitled to any
                    damages  by reason  of such  termination  other  than as set
                    forth in this subparagraph 4(b)(i).

               (ii) With respect to the options granted pursuant to subparagraph
                    3(c)  which are not  vested  as of the date of  termination,
                    such options  shall vest as provided in  subparagraph  3(c),
                    subject to the  further  condition  that the  options may be
                    exercised  by  Employee  during the  ninety  (90) day period
                    following  vesting,  and any unexercised  options  remaining
                    after  such  period  shall  expire  on the  last day of such
                    period.

          (c) Employee may not terminate this Agreement,  except in the event of
          a material breach of this Agreement by Employer.

     5.   Expenses:   Employer  shall  reimburse  Employee  for  all  reasonable
          expenses  of  business  travel  (including  car  service  to and  from
          airports),  hotel,  business-related  car telephone,  entertainment or
          otherwise incurred by Employee in connection with and on behalf of the
          business  of  Employer  upon  presentation  of  receipt,   voucher  or
          itemization of expenses in accordance  with Employer's then applicable
          expense  reimbursement  policies and procedures for senior executives.
          Air travel and hotel expenses shall be reimbursed at rates  comparable
          to those reimbursed for Employer's other senior management executives.
          In addition, and in lieu of the gas/mileage  reimbursement which would
          normally be payable to Employee in  connection  Employee's  use of her
          car for  Employer's  business,  Employer  shall  pay  Employee  a $600
          monthly  non-accountable  car  allowance.  Employee  acknowledges  and
          agrees  that such car  allowance  payments  shall be  reported  to the
          Internal Revenue Service as part of Employee's gross compensation.

     6.   Disability:  If Employee is unable to perform her duties  hereunder by
          reason of any illness,  disability  or  incapacity,  as  determined by
          Employer,  she shall be entitled to one hundred  (100%) percent of her
          Base  Salary for the first  ninety  (90) days of her  disability,  and
          fifty  (50%)  percent of those  amounts for the next ninety (90) days,
          unless she is terminated for disability pursuant to subparagraph 4(a),
          less

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          such benefits or compensation  payable to Employee by reason of State,
          Federal,  Social  Security,   disability,   worker's  compensation  or
          comparable   government  benefits  and  such  policies  of  disability
          insurance   procured  by  Employer.   Notwithstanding   the  foregoing
          sentence,  if Employer  agrees that  Employee is unable to perform her
          duties  hereunder by reason of any illness,  disability or incapacity,
          as determined by Employer in its sole reasonable discretion, she shall
          be entitled to  terminate  this  Agreement  at any time during the one
          hundred eighty (180) day period described above. The foregoing periods
          of  disability  during  which  compensation  shall be paid  constitute
          aggregate periods during the full term of this Agreement.

     7.   Employee Benefits:  Employee shall be entitled to participate,  to the
          extent she is eligible under the terms and conditions  thereof, in any
          bonus,   pension,   profit-sharing,    retirement,    hospitalization,
          insurance,  medical service,  or other employee benefit plan including
          disability  insurance  generally available to the senior executives of
          Employer which may be in effect from time to time during the period of
          her  employment  hereunder.  Employer  shall be under no obligation to
          continue the  existence of any such employee  benefit  plan.  Employee
          shall be entitled to two (2) weeks  vacation  time  (exclusive  of any
          company-wide holidays or vacations).

     8.   Disclosure  of  Confidential  Information:   Employee  recognizes  and
          acknowledges   that  certain   information   is   proprietary  to  and
          confidential  with  Employer  and/or the  Corporate  Group,  including
          without limitation the following: Employer's and the Corporate Group's
          strategic  and/or  business  plan,   pending  projects,   projects  in
          development,  acquisition  targets at both the individual  project and
          corporate level, co- production arrangements,  joint ventures, funding
          sources, distribution arrangements,  the contacts at such entities and
          the  financial  terms of such  agreements  with  Employer  and/or  the
          Corporate   Group    (collectively,    "Confidential    Information").
          Confidential  Information  shall not include  information  (a) already
          lawfully  known to the receiving  party,  (b)  generally  known to the
          public,  or (c)  lawfully  obtained  from any third party  without any
          confidentiality obligation.  Employee will not directly or indirectly,
          on behalf  of  herself  or  others,  during  or at any time  after the
          termination of her providing services hereunder, irrespective of time,
          manner or reason for termination,  disclose,  publish,  disseminate or
          utilize such Confidential  Information,  or any part thereof except in
          furtherance  of the  business  of  Employer  or another  member of the
          Corporate  Group.  Employee will not remove or duplicate in any manner
          at any  time  any  lists  or  other  records,  or any  parts  thereof,
          concerning Employer's Confidential Information and upon termination of
          her  employment  will return to Employer any and all lists and records
          concerning Employer's Confidential Information

<PAGE>

          thereof in her possession.

     9.   Interference with Employer's Business: (a) Employee agrees that during
          the Non-Solicitation  Period (defined below), neither Employee nor any
          Related Person  (defined  below) shall  knowingly,  either directly or
          indirectly,  for herself or for any other  person or entity,  (i) call
          upon,  solicit or take away, or attempt to call upon,  solicit or take
          away,  any person then employed by Employer or the Corporate  Group or
          (ii) knowingly  employ any employee of Employer or the Corporate Group
          who voluntarily  terminates such employment  until six (6) months have
          passed following termination of such employment, unless such condition
          is waived by Employer in writing. "Non-Solicitation Period" shall mean
          the  period  from  the  date  hereof  until  one (1)  year  after  the
          termination of this agreement.  "Related Person" shall mean any person
          or entity who or which,  directly  or  indirectly,  is  controlled  by
          Employee or any person who is a member of Employee's family.

          (b)  Employee  agrees  that  during  the term of her  employment  with
          Employer  and  for the two (2)  years  following  termination  of such
          employment,  neither  Employee nor any Related Person shall knowingly,
          either directly or indirectly,  for herself or for any other person or
          entity, enter into any agreement, or assist any other person or entity
          in entering into any agreement or other  arrangement  regarding any of
          the projects  introduced to Employer or the Corporate Group during the
          term  of  Employee's  employment,  without  Employer's  prior  written
          consent, such consent not to be unreasonably withheld. Employer agrees
          that the restriction of this  subparagraph 9(b) shall not apply to (i)
          any  project  which was the  subject  of a written  agreement  between
          Employer and a third party,  the term of which has ended, and which is
          not then the subject of a  negotiation  for an extended or new term or
          (ii) projects which were rejected by Employer  during the term of this
          Agreement.  Notwithstanding the foregoing, projects shall only qualify
          as  having  been  "rejected  by  Employer  during  the  term  of  this
          Agreement" if Employee,  within thirty (30) days  following the end of
          the term of this  Agreement,  provides  Employer with a written notice
          identifying such projects,  and Employer  acknowledges in writing that
          such projects have been rejected.  Employer agrees not to withhold its
          acknowledgement   unreasonably.  At  the  end  of  the  term  of  this
          Employee's  right  to enter  into an  agreement  or other  arrangement
          regarding  projects  described by the  subparagraph  9(b)(i)  shall be
          subject to Employee's obligation to send Employer notice of Employee's
          intention to do so, and  Employer's  failure to commence  negotiations
          for such project,  within five (5) business days after receipt of such
          notice.

     10.  Severability:  In the  event any of the  terms or  provisions  of this
          Agreement are found to be invalid, void or

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          voidable  for any reason  whatsoever  such finding will not affect the
          remaining terms and provisions of this Agreement and they shall remain
          in full force and effect.

     11.  Governing Law: This Agreement shall be governed in all respects by the
          laws of the State of New York.

     12.  Notices:  Any notice  required or given under this Agreement  shall be
          sufficient if in writing and sent by registered mail or certified mail
          to the addresses  hereinabove  set forth or to such other addresses as
          any of the parties  hereto may  designate in writing,  transmitted  by
          registered  or certified  mail to the other.  Duplicate  copies of any
          notices  to  Employer  shall  also be sent to Rubin,  Bailin,  Ortoli,
          Mayer,  Baker & Fry, LLP, 405 Park Avenue,  15th Floor,  New York, New
          York 10022,  Attention:  Marc L. Bailin,  Esq. Duplicate copies of any
          notices to  Employee  shall also be sent to Robert M.  Lange,  Esq. at
          Kleinberg Lopez Lange Brisbin & Cuddy,  1880 Century Park East,  Suite
          1150, Los Angeles, California 90067.

     13.  Entire Agreement: This Agreement contains the entire agreement between
          the  parties   hereto  and   supersedes   all  prior   agreements  and
          understandings  relating to the subject matter hereof. No modification
          or  amendment  of this  Agreement  can be made  other  than in writing
          signed by the parties hereto.

     14.  Injunctive  Relief:  Employee  acknowledges  that the  services  to be
          rendered by her  hereunder are of a special,  unique and  intellectual
          character  which  gives  them  peculiar  value,  and that a breach  or
          threatened  breach  of any  provision  of this  Agreement,  including,
          without limitation the material provisions of Paragraphs 8 and 9, will
          cause Employer immediate irreparable injury and damage which cannot be
          reasonably or adequately  compensated  in damages in an action at law.
          Accordingly,  Employee  agrees  that  Employer  shall be  entitled  to
          injunctive  relief to  enforce  and  protect  its  rights  under  this
          Agreement. Nothing herein shall be construed to prohibit Employer from
          pursuing  any other legal or  equitable  remedies  available to it for
          such breach, including the recovery of damages form Employee.

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

                                               LANCIT MEDIA PRODUCTIONS, LTD.


                                              BY: /s/CECILY TRUETT


                                                 /s/NOEL RESNICK
                                                 ------------------------------
                                                  Noel Resnick, Employee

 <PAGE>

                                    EXHIBIT A

                      Director and Officer Liability Policy
                            Certificate of Insurance

<PAGE>

                                    EXHIBIT B

                                Outside Projects

         1.       "Nutcracker"

         2.       "Canterville Ghost"

         3.       "Not Quite Human"