<PAGE>

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (this "Agreement"), is entered into this __ day
of March 2001, to be effective as of March 1, 2001 (the "Effective Date"), by
and between TEAM COMMUNICATIONS GROUP, INC., a California corporation (the
"Company") having offices at 11818 Wilshire Boulevard, 2nd floor, Los Angeles,
California 90025, and JAY J. SHAPIRO, an individual residing at 2468 Nalin
Drive, Bel-Air, California 90077 (the "Executive");

                              W I T N E S S E T H:

      WHEREAS, the Executive has heretofore served as a senior executive officer
of the Company; and

      WHEREAS, the Company desires to assure itself of the right to the
Executive's services from and after the date hereof, on the terms and conditions
of this Agreement; and

      WHEREAS, the Executive is willing to render services to the Company from
and after the date hereof, on the terms and conditions of this Agreement;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:

      1. Nature of Employment.

            (a) Subject to the terms and conditions of this Agreement, the
Company shall initially retain the Executive, and the Executive shall initially
render services to the Company, as its President and Chief Financial and
Administrative Officer. In such connection, the Executive shall, subject to the
approval of the Chairman and Chief Executive Officer, supervise and direct (i)
the financial affairs, administration and operational systems of the Company;
and (ii) such other duties and responsibilities as are customarily performed by
a President and Chief Financial and Administrative Officer of a corporation. The
Executive shall report to and shall be subject to the ultimate direction and
guidance of the Chief Executive Officer and the Board of Directors of the
Company.

            (b) Throughout the period of his employment hereunder, the Executive
shall devote his full business and professional time and efforts to faithfully,
diligently and to the best of his ability, perform his duties and
responsibilities hereunder on behalf of the Company.

            (c) The Executive shall do such traveling as may reasonably be
required in connection with the performance of such duties and responsibilities;
provided, however, that the Executive shall not be assigned to regular duties
such as would reasonably require him to relocate his permanent residence from
the greater Los Angeles, California area.
<PAGE>

      2. Term of Employment; Termination.

            (a) Subject to prior termination in accordance with Section 2(b)
below, the Executive's full-time employment hereunder shall commence on the
Effective Date and shall continue through and including March 31, 2004 (the
"Initial Term"). Following the Initial Term, this Agreement shall continue on
the same terms and conditions set forth herein for additional one (1) year
periods (each a "Renewal Period"), unless either the Company or the Executive
elects to terminate this Agreement by written notice to the other given not
later than thirty (30) days prior to the expiration date of the Initial Term or
any Renewal Period.

            (b) In addition to termination at the end of the Initial Term or any
Renewal Period, this Agreement:

                  (i) may be terminated at any time upon mutual written
agreement of the Company and the Executive;

                  (ii) may be terminated at any time, at the option of the
Executive, upon thirty (30) days' prior written notice to the Company, in the
event that (A) the Company shall fail to make any payment to the Executive
required to be made under the terms of this Agreement, or (B) the Company shall
fail to perform any other material covenant or agreement to be performed by the
Company under this Agreement or under the Registration Rights Agreement (as
hereinafter defined) and shall fail to cure or remedy same within thirty (30)
days after written notice thereof by the Executive to the Company;

                  (iii) may be terminated, at the option of the Board of the
Company (the Executive abstaining from any such vote), at any time "for cause"
(as hereinafter defined);

                  (iv) may be terminated, at the option of the Company, at any
time in the event of the "permanent disability" (as hereinafter defined) of the
Executive; or

                  (v) shall automatically terminate upon the death of the
Executive.

            (c) As used herein, the term "for cause" shall mean and be limited
to the mutual agreement of the parties or a final determination as provided in
Section 9 of this Agreement that there has occurred: (i) a material breach of
this Agreement by the Executive which in any case was not corrected within
thirty (30) days after written notice of same from the Company to the Executive
(which notice shall specify in detail the nature of Executive's alleged breach);
(ii) gross negligence or malfeasance by the Executive in the performance of his
duties and responsibilities hereunder; (iii) in the absence of a breach by the
Company of its obligations hereunder, the voluntary resignation by Executive as
an employee of the Company without the prior written consent of the Company, or
(iv) the willful engaging by the Executive in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise. No act or failure
to act on the Executive's part shall deemed "willful" unless done, or omitted to
be done, by the Executive not in good faith and without reasonable belief that
the Executive's action or omission was in the best interest of the Company.


                                                                               2
<PAGE>

            (d) As used herein, the term "permanent disability" shall mean, and
be limited to, any physical or mental illness, disability or impairment that
prevents, or is reasonably likely to prevent, the Executive from continuing the
performance of his normal duties and responsibilities hereunder for a period (i)
in excess of six (6) consecutive months, or (ii) of six (6) months or more
(whether or not consecutive) in any twelve (12) month period. For purposes of
determining whether a "permanent disability" has occurred under this Agreement,
the written determination thereof by two (2) qualified practicing physicians
selected and paid for by the Company (and reasonably acceptable to the
Executive) shall be conclusive.

            (e) Upon any termination of this Agreement as provided in Section
2(b), the Executive (or his estate or legal representatives, as the case may be)
shall be entitled to receive any and all (i) earned but unpaid Base Salary (as
such term is hereinafter defined) appropriately prorated to and as of the
effective date of termination (based on the number of days elapsed prior to the
date of termination), and (ii) any other amounts then due and payable to the
Executive hereunder; provided, however,

                  (A) if such termination was as a result of the application of
the provisions of Section 2(b)(ii) above, in addition to any other amounts then
due and payable to the Executive, the Executive or his estate or legal
representatives shall be entitled to receive the Base Salary through the entire
Initial Term of this Agreement or any Renewal Period, if applicable; and

                  (B) if such termination was as a result of the application of
the provisions of Section 2(b)(iv) or Section 2(b)(v) above, in addition to any
other amounts then due and payable to the Executive, the Executive or his estate
or legal representatives shall be entitled to receive the Base Salary for a
period equal to the lesser of eighteen (18) months following the effective date
of termination of this Agreement or the remaining Initial Term of this Agreement
or any Renewal Period, if applicable.

            All such payments shall be made on the next applicable payment date
therefore (as provided in Section 3 below) following the effective date of
termination. Such payments shall constitute all amounts to which the Executive
(or his estate or legal representative) shall be entitled upon termination of
this Agreement.

            (f) Notwithstanding anything to the contrary contained in this
Agreement, if it shall be established or mutually agreed that termination of
this Agreement by the Executive under the provisions of Section 2(b)(ii) above
was valid and for good reason, in addition to (and not in lieu of) any other
payments and remedies then available to the Executive pursuant to Section 2(e)
above, all Options granted under Section 4 of this Agreement shall become fully
Vested Options (as hereinafter defined), and all payments under Section 401(k)
plans for the benefit of the Executive shall become fully vested, to the extent
permitted under any then existing plans.

      3. Compensation and Benefits.

            (a) Base Salary. As compensation for his services to be rendered
hereunder, the Company shall pay to the Executive an annual base salary of Four
Hundred Thousand


                                                                               3
<PAGE>

($400,000) Dollars per annum (the "Base Salary"). Such Base Salary shall be
subject to (i) increase as provided in Section 3(b) hereof, and (ii) payroll
deductions and other withholdings as and to the extent required by law from time
to time. Such Base Salary shall be payable to the Executive in accordance with
the Company's payroll practices.

            Notwithstanding the foregoing, until such time as the Company shall
have received gross proceeds aggregating Three Million ($3,000,000) Dollars or
more from any one or more public or private debt or equity issuance of
securities of the Company, strategic alliance, joint venture, partnership,
lease, franchise or license agreement which shall be approved by the Board of
Directors of the Company (individually a "Financing" and collectively
"Financings"), fifty (50%) percent the Executive's Base Salary shall accrue, as
hereinafter provided, and be deferred. At such time as one or more Financings of
Three Million ($3,000,000) Dollars or more shall have been obtained, all accrued
and unpaid Base Salary, calculated from the Effective Date of this Agreement
shall become immediately due and payable to the Executive or his legal
representatives.

            In addition to (and not in lieu of) the foregoing Base Salary, in
recognition of the significant services heretofore performed by the Executive on
an emergency basis, upon execution of this Agreement, the Company does hereby
award to the Executive a cash signing bonus in the amount of $50,000.

            (b) Annual Increases in Base Salary. Effective as of April 1, 2002
and on each March 31st (an "Anniversary Date") thereafter during the Term of
this Agreement the Executive's annual Base Salary shall be increased during the
twelve (12) consecutive months commencing April 1 and ending March 31 (each an
"Anniversary Period") to the amounts set forth below for each Anniversary Period
in question:

            Anniversary Period                           Base Salary
            ------------------                           -----------

            April 1, 2002 to March 31, 2003              $425,000
            April 1, 2003 to March 31, 2004              $450,000

            (c) Bonus. Commencing with March 31, 2002 and on each subsequent
March 31st Anniversary Date during the Term of this Agreement, the Company shall
pay to the Executive an annual cash bonus (the "Bonus"), subject to the
provisions of this Section 3(c). Such annual Bonus shall be equal to five (5.0%)
percent of the "Company Net Pre-Tax Earnings" (as hereinafter defined) achieved
by the Company in each of the fiscal years of the Company immediately preceding
the Anniversary Date in question, commencing with the fiscal year ending
December 31, 2001. As used herein, the term "Company Net Pre-Tax Earnings" shall
mean the consolidated net income of the Company and each of its consolidated
subsidiaries in each of the fiscal years ending during the Term of this
Agreement (commencing with the fiscal year ending December 31, 2001), including
all extraordinary gains or losses, all as set forth on the audited consolidated
statements of income(loss) of the Company for such fiscal year, plus the amount
actually deducted on the statements of income for such fiscal year in respect of
income taxes, after giving effect to the application of any benefits derived
from the utilization of any net operating loss carryforwards in such fiscal
year.


                                                                               4
<PAGE>

            (d) Fringe Benefits. The Company shall provide the Executive with a
Company car of his choosing and grant him an automobile allowance of $1,000 per
month. The Company shall also make available to the Executive, throughout the
period of his full-time employment hereunder, such benefits and perquisites as
are generally provided by the Company to its executive employees, including but
not limited to eligibility for participation in any group life, health, dental,
vision, disability or accident insurance, pension plan, profit-sharing plan,
retirement savings plan, 401(k) plan, or other such benefit plan or policy which
may presently be in effect or which may hereafter be adopted by the Company for
the benefit of its employees generally; provided, however, that nothing herein
contained shall be deemed to require the Company to adopt or maintain any
particular plan or policy, or to preclude the Company from amending or
terminating any plan or policy. Except for his eligibility under COBRA or as
provided in any such benefit plan, the Executive acknowledges that he will cease
to be eligible for all or substantially all of such fringe benefits following
the conclusion of his full-time employment, and the Executive will not make any
claim for any such benefits for which he is not then eligible.

            (e) Life Insurance. The Company shall promptly obtain and,
throughout the Initial Term of this Agreement and any Renewal Period shall
maintain and pay the premiums on, one or more policies of term life insurance
insuring the life of the Executive in the amount of $1,000,000. Upon the death
of the Executive, all proceeds of such life insurance shall be paid to the
person(s), estate or legal representatives of the Executive designated as the
beneficiaries of such life insurance policies. The Executive agrees to submit to
all physical examinations as may be required in order to obtain such life
insurance. At the Executive's request, assign the ownership of such life
insurance policy(ies) to the Executive or his designee, provided, that such
assignee shall pay all premiums on such life insurance from and after the date
of such assignment.

            (f) Expenses. Throughout the term of this Agreement, Company shall
also reimburse the Executive, upon presentment by the Executive to the Company
of appropriate receipts and vouchers therefore, for any and all actual and
reasonable out-of-pocket business expenses incurred by the Executive in
connection with the performance of his duties and responsibilities hereunder;
provided, however, that no reimbursement shall be required to be made for any
expense which is not properly deductible (in whole or in part) by the Company
for income tax purposes, or for any expense item which has not previously been
approved as and to the extent required in accordance with the Company's standard
policies and procedures in effect from time to time. To the extent that the
Executive shall travel to other cities or countries on behalf of the Company,
when traveling by air, he shall have the right to travel business class and all
travel, lodging and related expenses incurred in connection with such business
trips shall be paid or reimbursed by the Company.

      4. Stock Options. The Company and the Executive do hereby agree that the
Company shall issue stock options to the Executive under the Company's 1999
Stock Option, Deferred Stock and Restricted Stock Plan (the "Plan"), in
accordance with the provisions of this Section 4 and the Plan.


                                                                               5
<PAGE>

            (a) The Executive is hereby granted options (the "Options") to
purchase an aggregate of four hundred thousand (400,000) shares (the "Option
Shares") of the common stock, $.01 par value per share , of the Company (the
"Common Stock"), all upon the terms and conditions set forth in this Section 4.

            (b) The exercise price of the Options to purchase all 400,000 Option
Shares shall be eighty one cents ($0.81) per Option Share (the "Exercise
Price"); being the closing price of the Company's Common Stock, as traded on the
Nasdaq Stock Exchange, Inc. ("Nasdaq") on the date of execution of this
Agreement.

            (c) Options to purchase an aggregate of 133,333 Option Shares shall
vest immediately as of the Effective Date of this Agreement (the "Vested
Options"). Once any of the Options becomes a Vested Option it may be exercised
by the holder at any time or from time to time, in whole or in part, prior to
the expiration of the term of such Vested Option. Each Vested Option shall (i)
have a term of five (5) years from the date such Option becomes a Vested Option,
(ii) shall be exercisable for a period of ninety (90) days following termination
of the Executive's employment with the Company, and (iii) shall contain such
other terms and conditions that are consistent with options previously granted
by the Company to other senior executives under the Plan.

            (d) Subject to earlier vesting upon the occurrence of any one of the
"Early Vesting Events" (hereinafter defined), Options to purchase the remaining
266,667 Option Shares (the "Unvested Options") shall vest, as follows:

--------------------------------------------------------------------------------
      Number of Options Vesting                    Date of Vesting
      -------------------------                    ---------------
--------------------------------------------------------------------------------
               133,333                            February 12, 2002
--------------------------------------------------------------------------------
               133,334                            February 12, 2003
--------------------------------------------------------------------------------

      Once an Unvested Option shall vest, it shall be deemed to be a Vested
Option for all purposes of this Agreement and the Registration Rights Agreement
(as hereinafter defined).

      (e) Notwithstanding the foregoing vesting schedule, upon the occurrence of
the earliest to occur of: (i) a valid termination of this Agreement by the
Executive pursuant to the provisions of Section 2(b)(ii) above, or (ii) a
"Change in Control" (as hereinafter defined), or (iii) the consummation of a
"Significant Transaction," as hereinafter defined (each a "Early Vesting
Event"), all Unvested Options shall immediately become Vested Options upon
consummation of any such Early Vesting Event.

      As used herein, the term "Change in Control" shall mean the sale of all or
transfer of all or substantially all of the assets or securities of the Company
to any unaffiliated third party, whether pursuant to a stock sale, asset sale,
merger, consolidation or like combination, in each case, where the power to
elect a majority of the members of the Board of Directors of the Company shall
be vested in such unaffiliated third party.


                                                                               6
<PAGE>

      As used herein, a "Significant Transaction" shall mean the occurrence of
either or both of the following during the Initial Term of this Agreement while
the Executive shall continue to serve as President and Chief Financial and
Administrative Officer of the Company: (i) one or a series of public or private
equity and/or equity equivalent type financings for the benefit of the Company
which shall provide the Company with gross proceeds (before customary fees,
commissions and other related transaction expenses) of not less than $25.0
million; or (ii) any acquisition by the Company of stock or assets of any third
party, or the Company consummating any merger, joint venture, consolidation or
related combination with any one or more third parties (not otherwise
constituting a Change in Control), as a result of which the average closing
price of the Company's publicly traded Common Stock, as reported on the Nasdaq
Stock Exchange, Inc. or any other national securities exchange, for thirty (30)
consecutive trading days shall be at least $5.00 per share.

            (f) Subject at all times to immediate vesting of all Unvested
Options upon the occurrence of an Early Vesting Event, in the event that this
Agreement shall be terminated prior to the expiration of the Initial Term for
any of the reasons specified in Section 2 (other than Section 2(b)(ii)) above ,
all Unvested Options as at the date of such termination shall be forfeit by the
Executive and shall terminate and be deemed to have expired as at the date of
such termination.

            (g) To the extent not fully exercised all Vested Options shall
expire and be of no further force or effect after their respective expiration
dates.

            (h) The Company covenants and agrees within 12 months from the
Effective Date of this Agreement, the Company shall prepare and file with the
Securities and Exchange Commission ("SEC") and use its best efforts to cause to
be declared effective a registration statement on Form S-8 (or other applicable
form for registering securities) so as to register for resale under the
Securities Act of 1933, as amended, all Option Shares applicable to Vested
Options held and any shares purchased by the Executive upon exercise of Vested
Options. In addition, all other Option Shares applicable to Vested Options held
by the Executive shall be included in any subsequent Form S-8 registration
statements filed under the Securities Act of 1933, as amended.

            (i) The Executive shall have the right to assign the Options and all
Option Shares to the Jay J. Shapiro Revocable Trust or any other trust,
foundation or other entity formed for the benefit of the Executive or members of
his family.

      5. Change in Control Payment. In the event that, in connection with a
Change in Control which results in value being received by the Company's
stockholders (in cash or fair value of stock or other securities) of $3.00 per
share or more (the "Stock Valuation"), the Executive shall elect to resign his
employment with the Company, the Company or any successor in interest to the
Company shall pay to the Executive, a cash amount (the "Change in Control
Payment") which shall be equal to the amounts set forth below, based upon the
Stock Valuation in effect as at the time of or in connection with such Change in
Control.


                                                                               7
<PAGE>

--------------------------------------------------------------------------------
            Stock Valuation                     Change in Control Payment
            ---------------                     -------------------------
--------------------------------------------------------------------------------
$3.00 per share                           $433,333
--------------------------------------------------------------------------------
$3.01 per share to $4.00 per share        $533,333 plus $5,555 for each one cent
                                          above $3.00 up to $4.00;
--------------------------------------------------------------------------------
$4.01 per share to $5.00 per share        $777,777 plus $7,777 for each one cent
                                          above $4.00 up to $5.00;
--------------------------------------------------------------------------------
Above $5.00                               $1,000,000
--------------------------------------------------------------------------------

      6. Vacation, etc.

            (a) During the period of his full-time employment hereunder:

                  (i) The Executive shall be entitled to take, from time to
time, normal and reasonable vacations with pay, consistent with the Company's
standard policies and procedures in effect from time to time, at such times as
shall be mutually convenient to the Executive and the Company, and so as not to
interfere unduly with the conduct of the business of the Company. Such vacation
time may aggregate up to four (4) weeks per year.

                  (ii) The Executive shall further be entitled to paid holidays,
personal days and sick days in accordance with the Company's standard policies
and procedures in effect from time to time.

      7. Company Property.

            (b) The Executive hereby acknowledges and confirms that all ideas
and other developments or improvements conceived by the Executive, whether alone
or with others, during the term of this Agreement (whether or not during working
hours), that are within the scope of the business operations of the Company or
any of its subsidiaries or that relate to any business of any type conducted or
proposed to be conducted by the Company or any of its subsidiaries, constitute
the exclusive property of the Company or the subject subsidiary. The Executive
shall assist the Company or its subsidiaries (as applicable) as required in
order to establish, confirm and evidence the Company's or its subsidiary's
ownership of such ideas, developments and improvements, and shall execute and
deliver any and all such agreements, instruments and other documents as may be
necessary or appropriate in connection therewith.

            (c) Upon termination of this Agreement under any circumstances, and
otherwise upon request of the Company or any of its subsidiaries, the Executive
shall immediately return all property of the Company and/or its subsidiaries
utilized by the Executive in rendering services hereunder, to the extent in the
Executive's possession or under his control.


                                                                               8
<PAGE>

      8. Non-Assignability.

            In light of the unique personal services to be performed by the
Executive hereunder, it is acknowledged and agreed that any purported or
attempted assignment or transfer by the Executive of this Agreement or any of
his duties, responsibilities or obligations hereunder shall be void.

      9. Notices.

            Any notices, requests, demands or other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been given when delivered personally or three (3) days after being mailed by
certified mail, return receipt requested, addressed to the party being notified
at the address of such party first set forth above, or at such other address as
such party may hereafter have designated by notice; provided, however, that any
notice of change of address shall not be effective until its receipt by the
party to be charged therewith.

      10. General.

            (a) Neither this Agreement nor any of the terms or conditions hereof
may be waived, amended or modified except by means of a written instrument duly
executed by the party to be charged therewith. Any waiver or amendment shall
only be applicable in the specific instance, and shall not constitute or be
construed as a waiver or amendment in any other or subsequent instance. No
failure or delay on the part of either party in respect of any enforcement of
obligations hereunder shall in any manner affect such party's right to seek or
effect enforcement at any other time or in respect of any other required
performance.

            (b) Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the express prior written consent of the
other party; provided, however, that the Company or any successor or assign may,
at any time and from time to time, assign this Agreement as part of the sale of
all or any substantial portion of the business of the Company.

            (c) The captions and section headings used in this Agreement are for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or any of the provisions hereof

            (d) This Agreement, and all matters or disputes relating to the
validity, construction, performance or enforcement hereof, shall be governed,
construed and controlled by and under the laws of the State of California.

            (e) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.


                                                                               9
<PAGE>

            (f) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original hereof, but all of which
together shall constitute one and the same instrument.

            (g) This Agreement constitutes the sole and entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them as to such subject matter.

            (h) This Agreement is intended for the sole and exclusive benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns, and no other person
or entity shall have any right to rely on this Agreement or to claim or derive
any benefit herefrom absent the express written consent of the party to be
charged with such reliance or benefit.

            (i) If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed modified only
to the extent necessary to render same valid, or not applicable to given
circumstances, or excised from this Agreement, as the situation may require; and
this Agreement shall be construed and enforced as if such provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be.

      11. Resolution of Disputes, Binding Arbitration.

            (a) Whenever a claim shall arise involving the interpretation or
application of this Agreement, the complaining party shall notify the other
party in writing within thirty (30) days of the complaining party's first
receipt of notice of, or the complaining party's obtaining actual knowledge of,
such claim, and in any event within such shorter period as may be necessary for
the other party to take appropriate action to resist such claim. Such notice
shall specify all facts known to the complaining party giving rise to such claim
or dispute and shall estimate (to the extent reasonably possible) the amount of
potential liability arising therefrom. If the other party shall be duly notified
of such dispute, the parties shall attempt to settle and compromise the same.

            (b) In the event that any dispute involving the interpretation or
application of this Agreement which cannot be settled or compromised, as
aforesaid, within twenty (20) days of receipt of the subject claim, either the
complaining party or the other party shall promptly thereafter submit the
dispute for final and binding arbitration to JAMS or End-Dispute before a
three-person panel of arbitrators who shall be either (i) retired federal
judges, or (ii) other persons experienced in resolving commercial disputes and
who are acceptable to both the complaining party and the other party to such
dispute (the "Arbitration"). Any such Arbitration shall be in Los Angeles,
California. The panel of arbitrators shall be selected within twenty (20) days
of submission of such dispute to Arbitration. The parties shall use their
collective best efforts to promptly schedule and conduct the hearings before
such arbitrators, with a view toward concluding such arbitration proceedings not
later than thirty (30) days from the first submission of the dispute to
arbitration. In addition to, and not in lieu of, arbitration as a means of
dispute


                                                                              10
<PAGE>

resolution hereunder, any party hereto shall have the right to seek specific
enforcement of this Agreement or any Transaction Document, or other injunctive
or equitable relief or remedy before any court of competent jurisdiction.

            (c) In connection with any Arbitration pursuant to this Section 9,
the arbitrators shall, as part of their award, allocate the fee of the
Arbitration, including all fees of the arbitrators, the cost of any transcripts,
and the parties' reasonable attorneys' fees, based upon and taking into account
the arbitrators' determination of the merits and good faith of the parties'
claims and defenses in the subject proceeding.

            (d) The decision and award of the arbitrators shall be final and
binding upon the parties hereto and shall be enforceable in any court of
competent jurisdiction, including any federal or state court in the State of
California. Any process or other papers hereunder may be served by registered or
certified mail, return receipt requested, or by personal service, provided that
a reasonable time for appearance or response is allowed.

            (e) Any rights established by reason of such settlement, compromise,
arbitration or litigation shall promptly thereafter be satisfied by the losing
party in such amount as shall be necessary to satisfy all applicable losses or
damages sustained or incurred by the

complaining party, as determined in accordance with such settlement and
compromise, or by final nonappealable order or judgment of the applicable
judicial or arbitration panel.

            (f) In connection with the defense of any third party claims for
which claims for indemnification have been made hereunder, each party will
provide reasonable access to its and the Company's books and records as and to
the extent required for the proper defense of such third party claim. Neither
party shall consent to any settlement or purport to bind any other party to any
settlement without the written consent of the other party.

            (g) Notwithstanding anything to the contrary set forth above, in the
event and to the extent that the complaining party shall believe that such party
shall then have no adequate remedy at law, the complaining party shall have the
right, in addition to and not in lieu of the right to obtain compensatory or
other monetary relief, to seek and obtain injunctive relief, specific
performance or such other equitable remedies as any court of competent
jurisdiction shall deem appropriate in the circumstances.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the date first set forth above.

                                          TEAM COMMUNICATIONS GROUP, INC.

                                          By:___________________________________


                                          ______________________________________
                                                      JAY J. SHAPIRO


                                                                              11