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                                                                   EXHIBIT 10.28

                               EMPLOYMENT AGREEMENT


          Agreement, made this lst day of January, 1999, between Hallmark
     Entertainment Networks (UK) Limited, a U.K. corporation with offices at 3/5
     Bateman Street, London W1V 5TT England or its permitted assigns
     ("Employer"), and Mark N. Grenside, 17 Wilton Row, London SW1X 7NR England
     ("Employee").


                                   WITNESSETH:


          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 January 1, 1999 (the
     "Effective Date"), Employer hereby employs Employee and Employee hereby
     agrees to serve as Senior Vice President, Managing Director
     Sales-Europe/Middle East/Africa of Employer reporting to the Executive Vice
     President Sales and Marketing of Employer's parent company or other person
     designated by 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 Europe/Middle East/Africa 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 distribution companies for the distribution of
     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


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

          2. Term of Employment. The term of Employee's employment ("Term") with
     Employer shall commence on the Effective Date and shall end on December 31,
     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. The parties contemplate a 10% increase for the second year of
     the Term.

          (b) Bonuses. At the end of each calendar year, during the Term,
     Employee will be paid a bonus of up to 25% of his base salary based 70% on
     Employee's parent company, Hallmark Entertainment Networks, Inc.
     ("Company") achieving its goals and 30% on Employee achieving his personal
     objectives. The objectives for 1999 are set out in Exhibit A attached
     hereto, together with a calculation of Employee's bonus based on current
     1999 forecasts. Employee shall have the opportunity to earn an additional
     5% bonus based on achieving certain defined tasks; for 1999, these tasks
     are shown under "Additional Performance" on Exhibit A. Employer will set
     the Company and personal objectives and defined tasks for 2000 and will
     timely inform Employee of those objectives and tasks. 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 taxes and such items 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



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     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 any other fringe benefits, including paid vacation and any phantom
     shares or equity plan, on terms that are or may become available generally
     to senior executives of Employer of Employee's level. 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
     of Employee's level.

          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 London 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, 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
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     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 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.

          (c) 8. Termination.

          (d) 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;

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               (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 U.S. 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.

          (a) 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 the balance of the Term, and except for any pro-rated annual
     bonus which Employee is due hereunder, Employer 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.

          (b) 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

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     the payments provided for in this sub-paragraph (c), Employer shall have no
     further obligations to Employee.

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

          (d) 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.

          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
     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.

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          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.

          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 Networks (UK) Limited


                                 By:    /s/ ANDREW P. BRILLIANT
                                        ---------------------------------------

                                 Title:      EVP
                                        ---------------------------------------


                                 EMPLOYEE:


                                 /s/ MARK N. GRENSIDE
                                 ----------------------------------------------
                                 Mark N. Grenside



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