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                                                                EXHIBIT 10.26

                              EMPLOYMENT AGREEMENT

     Agreement, made this 23 day of June, 1998, between Hallmark Entertainment
Network, Inc., a Delaware corporation with offices at 1325 Avenue of the
Americas, New York, New York 10019 or its permitted assigns ("Employer"), and
Andy Brilliant, 17 Kenilworth Lane, Rye, NY 10580 ("Employee").

                              W I T N E S S E T H:

     WHEREAS, Employer desires to retain the services of Employee and Employee
desires to be employed by Employer upon the terms and conditions hereinafter set
forth;

     NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:

     1. Employment and Duties. (a) Effective June 23, 1998 (the "Effective
Date"), Employer hereby employs Employee and Employee hereby agrees to serve as
Executive Vice President, Sales and Marketing of Employer reporting to the
President of Employer. Employee agrees to perform such services consistent with
Employee's position. Employee shall use Employee's best efforts to promote the
interests of Employer and shall devote Employee's full business time, energy and
skill exclusively to the business and affairs of Employer during the "Term" (as
"Term" is defined in Paragraph 2 below).

     (b) Employee's primary duties shall concern the supervision of Employer's
worldwide efforts in affiliate sales, marketing and advertising sales for
Employer's future and current networks concerning television programs and other
audiovisual properties (collectively, the "Properties" and individually, a
"Property") as are assigned to him.

     (c) During the course of Employee's employment hereunder, Employer may be
incorporating, subsidiary production companies for the development of individual
Properties. Employer shall have the right to loan or make available, without
additional compensation to Employee, Employee's services as an officer or
director of any such subsidiary to Hallmark Cards, Incorporated ("Hallmark") or
its subsidiaries or to perform services for any Property owned or controlled by
Hallmark or any such subsidiary, provided, that his duties as an officer of any
such subsidiary shall be consistent with his duties hereunder. Employee further
agrees that


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all the terms of this Employment Agreement shall be applicable to Employee's
services for Hallmark and each such subsidiary.

     (d) As a condition to Employer being bound hereunder, Employee shall pass a
drug test to Employer's satisfaction, by a testing service chosen by Employer.

     2. Term of Employment. The term of Employee's employment ("Term") with
Employer shall commence on the Effective Date and shall end on June 30, 2000
unless terminated earlier as is provided in Paragraph 8 of this Agreement or
extended by mutual agreement of the parties.

     3. Compensation.

     (a) Salary. As compensation for Employee's services hereunder, Employer
shall pay to Employee a salary at the rate of $250,000 per year. Such salary
shall be paid biweekly, in arrears. At the end of the first year of the Term,
Employer will conduct a performance review of Employee's performance and make
such upward adjustment in salary as Employer deems appropriate.

     (b) Bonuses. At the end of each calendar year, during the Term, Employee
will be paid such bonus as Employer in its discretion determines, provided that
Employer shall pay Employee an annual bonus of no less than 20% of his then
annual salary rate for such year. Bonus payments shall be made no later than 30
days after end of calendar year end.

     (c) Withholding. All payments of salary shall be made in appropriate
installments to conform with the regular payroll dates for salaried personnel of
Employer. Employer shall be entitled to deduct from each payment of compensation
to Employee such items as federal, state and local income taxes, FICA,
unemployment insurance and disability contributions, and such other deductions
as may be required by law.

     (d) Expenses. During the Term, Employer shall pay or reimburse Employee on
an accountable basis for all reasonable and necessary out-of-pocket expenses for
entertainment, travel, meals, hotel accommodations and other expenditures
incurred by Employee in connection with Employee's services to Employer in
accordance with Employer's expense account policies for its executive personnel
or with the approval of the President.

     (e) Fringe Benefits. During the Term, Employee shall be entitled to receive
the following fringe benefits: (i) an allowance of $950 per month for an
automobile, (ii) group



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medical, dental, life and disability insurance, and (iii) any other fringe
benefits, including paid vacation and any phantom shares plan, on terms that
are or may become available generally to senior executives of Employer.
Employee's level of participation in any phantom shares or other incentive plan
will be subject to Employer's discretion, but at a level consistent with other
executives in senior management positions.

     (f) Relocation. Employer will pay reasonable relocation expenses for
Employee and his family from the New York area to the Denver area, in accordance
with Employer's standard relocation policies. If Employee does not have
permanent housing in the Denver area upon the Effective Date, Employer shall pay
for temporary housing for a period not to exceed three months and an amount not
to exceed $15,000.

     (g) Signing Bonus. Within 60 days of the Effective Date, Employer shall pay
Employee $75,000 subject to any withholding under Section 3(c).

     4. Place of Employment. During the Term, Employee shall be required to
perform Employee's duties at the principal office of Employer set forth above,
or at such other principal locations in the Denver, Colorado metropolitan area
as Employer may reasonably designate, and Employee shall undertake all
reasonable travel required by Employer in connection with the performance of
Employee's duties hereunder.

     5. Confidentiality; Intellectual Property; Name and Likeness.

     (a) Employee agrees that Employee will not during the Term or thereafter
divulge to anyone (other than Employer (and its executives, representatives and
employees who need to know such information) or any persons designated by
Employer) any knowledge or information of any type whatsoever designated or
treated as confidential by Employer relating to the business of Employer or any
of its subsidiaries or affiliates, including, without limitation, all types of
trade secrets, business strategies, marketing and distribution plans as well as
concrete proposals, plans, scripts, treatments and formats described in
subparagraph (b) below. Employee further agrees that Employee will not disclose,
publish or make use of any such knowledge or information of a confidential
nature (other than in the performance of Employee's duties hereunder) without
the prior written consent of Employer. This provision does not apply to
information which becomes available publicly without the fault of Employee or
information which Employee discloses in confidence to her own privileged
representatives or is required to disclose in legal proceedings,



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provided Employee gives advance notice to the President of Employer and an
opportunity to Employer to resist such disclosure in legal proceedings.

     (b) During the Term, Employee will disclose to Employer all concrete
proposals, plans, scripts, treatments, and formats invented or developed by
Employee during the term which relate directly or indirectly to the business of
Employer or any of its subsidiaries or affiliates including, without limitation,
any proposals and plans which may be copyrightable, trademarkable, patentable
or otherwise exploitable. Employee agrees that all such proposals, plans,
scripts, treatments, and formats are and will be the property of Employer.
Employee further agrees, at Employer's request, to do whatever is necessary or
desirable to secure for the Employer the rights to said proposals, plans,
scripts, treatments, and formats, whether by copyright, trademark, patent or
otherwise and to assign, transfer and convey the rights thereto to Employer at
Employer's expense.

     (c) Employer shall have the right in perpetuity to use Employee's name
reasonably in connection with credits for Properties for which Employee performs
any services.

     6. Employee's Representations. Employee represents and warrants that:

     (a) Employee has the right to enter into this Agreement and is not subject
to any contract, commitment, agreement, arrangement or restriction of any kind
which would prevent Employee from performing Employee's duties and obligations
hereunder;

     (b) To the best of Employee's knowledge, Employee is not subject to any
undisclosed medical condition which might have a material effect on Employee's
ability to perform satisfactorily Employee's services hereunder.

     7. Non-Competition; No Raid.

     (a) During the Term, Employee shall not engage directly or indirectly,
whether as an employee, independent contractor, consultant, partner, shareholder
or otherwise, in a business or other endeavor which interferes with any of his
duties or obligations hereunder or which is directly competitive with the
business of the Employer or its subsidiaries, including but not limited to the
production, distribution or any other exploitation of audiovisual television
material (the "Other Business").

     (b) Employee further agrees that during the Term and for a period of one
year thereafter, Employee will not employ or knowingly attempt to employ or
assist anyone else to



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employ any person who is, at the date of termination of Employee's employment,
working as an officer, policymaker or in high-level creative development or
distribution (including without limitation executive employees) for or
rendering substantially full-time services as such to Employer.

          8.  Termination.

              (a) This Agreement may be terminated and the Term ended on five
business days' written notice for any one of the following reasons (except (i)
in which case termination shall occur on the date of death):

                   (i)   The death of Employee;

                   (ii)  The physical or mental disability of Employee to such
an extent that Employee is unable to render services to Employer for a period
exceeding an aggregate of 30 business days during any twelve month period of the
Term. For purposes of counting the aggregate of 30 business days, days properly
designated by Employee as vacation days shall not be counted;

                   (iii) For "cause," which for purposes of this Agreement
shall be defined as:

                      (A) the use of drugs and/or alcohol which interfere
materially with Employee's performance of Employee's services under this
Agreement;

                      (B) Employee's conviction of any act which constitutes a
felony under federal, state or local laws or the law of any foreign country;

                      (C) Employee's persistent failure after written notice to
perform, or Employee's persistent refusal to perform after written notice,
Employee's duties and responsibilities pursuant to this Agreement; or

                      (D) Employee's dishonesty in non-trivial financial
dealings with or on behalf of Employer, its subsidiaries, affiliates and parent
corporation or in connection with performance of his duties hereunder.

              (b) Employer shall also have the right to terminate Employee prior
to the expiration of the Term in addition to pursuant to Paragraph 8(a) above by
providing Employee with not less than thirty (30) days' advance notice in
writing. In the event of a termination pursuant to this Paragraph 8(b): (i) the
Employer shall pay to the Employee within thirty (30) days after such notice of
termination the remaining amounts described in Paragraph 3(a) above for balance
of the Term, and except for any pro-rated annual bonus which Employee is due
hereunder, Employer

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shall have no further obligations to Employee hereunder. If Employer terminates
Employee under this Paragraph 8(b), Paragraph 7(a) shall not apply from the
date of termination.

     (c) In the event that Employer terminates this Agreement due to any of the
reasons set forth in Paragraphs 8(a)(i) and 8(a)(iii)(A)-(D) above, Employee
shall be paid Employee's salary through the later of the expiration of the five
(5) business days period referred to in Paragraph 8(a) or the end of the month
in which the termination event occurs after which Employer's obligation to pay
salary to Employee shall terminate. Should Employer terminate this Agreement due
to Employee's disability as defined above in Paragraph 8(a)(ii), Employee shall
receive the amounts set forth in Paragraph 8(b) as if the termination had
occurred under Paragraph 8(b). After making the payments provided for in this
sub-paragraph (c), Employer shall have no further obligations to Employee.

     (d) Upon termination of this Agreement, Employee shall promptly return all
of Employer's property to Employer.

     (e) Upon termination of Employee's employment for any reason, Employee
shall tender Employee's resignation from the Board of Directors of any of
Employer's subsidiaries or affiliates on which Employee is serving, and Employer
shall accept such resignation forthwith.

     (f) If this Agreement is terminated for any reason other than "cause",
Employer shall pay for reasonable relocation expenses to move Employee and/or
his family back to the New York area, in accordance with Employer's standard
relocation policy.

     9. Breach; Remedies. Both parties recognize that the services to be
rendered under this Agreement by Employee are special, unique and extraordinary
in character, and that in the event of the breach by Employee of the terms and
conditions of this Agreement, Employer shall be entitled, inter alia, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either in law or in equity, to obtain damages for any breach of
this Agreement, and to seek to enforce the specific performance thereof by
Employee, and/or to seek to enjoin Employee from performing services for any
other person, firm or corporation. The parties further stipulate that the law
of New York shall apply to any dispute or action regarding this agreement.

     10. Assignment. This Agreement is a personal contract and, except as
specifically set forth herein, the rights, interests and obligations of
Employee herein may not be sold, transferred, assigned, pledged or
hypothecated, although he may assign or use as security payments due



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hereunder from Employer. The rights and obligations of Employer hereunder shall
bind in their entirety the successors and assigns of Employer, although Employer
shall remain fully liable hereunder. As used in this Agreement, the term
"successor" shall include any person, firm, corporation or other business entity
which at the time, whether by merger, purchase or otherwise, acquires all or
substantially all of the assets or business of Employer.

     11. Amendment; Captions. This Agreement contains the entire agreement
between the parties. It may not be changed orally, but only by agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. Paragraph headings are for convenience of
reference only and shall not be considered a part of this Agreement. If any
clause in this Agreement is found to be unenforceable, illegal or contrary to
public policy, the parties agree that this Agreement shall remain in full force
and effect except for such clause.

     12. Prior Agreements. This Agreement supersedes and terminates all prior
agreements between the parties relating to the subject matter herein addressed,
and sets out the full agreement between the parties concerning its subject
matter.

     13. Notices. Any notices or other communications required or permitted
hereunder shall be in writing and shall be deemed effective when delivered in
person or, if mailed, by registered or certified mail, return receipt requested,
in which case the notice shall be deemed effective on the date of deposit in the
mails, postage prepaid, addressed to Employee at Employee's address first
written above and, in the case of Employer, addressed to its President with a
copy to General Counsel, Hallmark Cards, Incorporated, 2501 McGee Trafficway,
Kansas City, Missouri 64108. Either party may change the address to which
notices are to be addressed by notice in writing given to the other in
accordance with the terms hereof

     14. Periods of Time. Whenever in this Agreement there is a period of time
specified for the giving of notices or the taking of action, the period shall be
calculated excluding the day on which the giver sends notice and excluding the
day on which action to be taken is actually taken.

     15. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute one instrument.




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     IN WITNESS WHEREOF, Employer has by its appropriate officer signed this
Agreement and Employee has signed this Agreement as of the day and year first
above written.



                                  Hallmark Entertainment Network, Inc.

                                  By /s/ GEORGE V. STEIN
                                     ----------------------------------
                                  Title President & CEO
                                       --------------------------------


                                  EMPLOYEE:

                                  /s/ ANDY BRILLIANT
                                  -------------------------------------
                                  Andy Brilliant





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                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT





     This Amendment to Employment Agreement, dated as of July 1, 1999
between Hallmark Entertainment Networks ("Employer") and Andy Brilliant
("Employee") (this "Amendment") amends that certain Employment Agreement dated
as of June 23, 1998 between Employer and Employee (the "Agreement").

     1.   Section 2 of the Agreement is amended to provide that the Term shall
          end on June 30, 2002 unless terminated earlier as provided in
          Paragraph 8 of the Agreement or extended by mutual agreement of the
          parties.

    2.    Section 3(a) of the Agreement is amended to provide that for the
          twelve month period commencing on July 1, 1999, Employer shall pay to
          Employee a salary at the rate of $350,000 per annum. Commencing on
          July 1, 2000 and annually thereafter during the Term, Employee's
          salary shall be increased over the salary in effect during the prior
          twelve month period by the greater of (i) seven per cent (7%) or
          (ii) the increase, if any, of the Consumer Price Index calculated by
          the Department of Labor for the region including the greater Denver
          metropolitan area (the "CPI") as of July 1 of the relevant year as
          compared to the CPI as of July 1 of the prior year.

   3.     Section 3(b) is amended to provide the Employee's bonus for the
          twelve month period ending December 31, 1999 will be not less than
          thirty percent (30%) of his salary for such twelve month period (i.e.
          $90,000). Bonuses for subsequent years of the Term will be determined
          in accordance with Employer's bonus program then in effect for senior
          executives, provide that Employee's bonus for each such year shall be
          not less than twenty percent (20%) of his annual salary for such year.

  4.      Employee will be granted three hundred thousand (300,000) SARs, as of
          July 1, 1999, in the Share Appreciation Rights Plan, subject to the
          approval of Employer's Board of Directors. A copy of such plan is
          attached as Exhibit A.

  5.      Except as amended by this Amendment, the Agreement remains in full
          force and effect and is hereby reaffirmed by Employee and Employer.
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         IN WITNESS WHEREOF, Employer has by its appropriate officer signed the
Agreement and Employee has signed this Agreement as of the day and year first
above written.


                             HALLMARK ENTERTAINMENT
                                    NETWORKS



                             By: /s/ DAVID J. EVANS
                                --------------------

                             Its: PRESIDENT & CEO
                                 -------------------

                             EMPLOYEE:


                             /s/ ANDY BRILLIANT
                             ----------------------
                             ANDY BRILLIANT



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