# EMPLOYMENT AGREEMENT

BERLINER - foreignTV.com, Inc.

CONTENTS

|   |  |                                               
|-- |  | ----------------------------------------------
|   |  |                                               
|   |  |                                               
|1  |  | Employment                                    
|2  |  | Employment Term                               
|3  |  | Position and Duties                           
|4  |  | Authority                                     
|5  |  | Best Efforts of the Executive                 
|6  |  | Representations of the Executive              
|7  |  | Representations of the Company                
|8  |  | Liability and Insurance                       
|9  |  | Compensation                                  
|10 |  | Sick Leave                                    
|11 |  | Medical Insurance                             
|12 |  | Expenses                                      
|13 |  | Payment of Taxes                              
|14 |  | Termination                                   
|15 |  | Compensation and Effects Following Termination
|16 |  | Non-Competition                               
|17 |  | Nondisclosure of Confidential Information     
|18 |  | Noninterference                               
|19 |  | Specific Enforcement                          
|20 |  | Severability                                  
|21 |  | Entire Agreement and Amendment                



|22 |  | Assignment           |  | 13 | 
|-- |  | -------------------- |  | -- | 
|23 |  | Waiver of Compliance |  | 13 | 
|24 |  | Descriptive Headings |  | 14 | 
|25 |  | Affiliate            |  | 14 | 
|26 |  | Counterparts         |  | 14 | 
|27 |  | Notices              |  | 14 | 
|28 |  | Law Governing        |  | 15 | 
|29 |  | Arbitration          |  | 15 | 







Employment Agreement

This Agreement made as of the 1st day of
    September, 1999, by and between Harold I. Berliner (the "Executive") and foreignTV.com, Inc., a Delaware
    corporation, (the "Company") (hereinafter
    collectively: the "Parties")

WHEREAS, the Company wishes to hire
    the Executive to work for it as its Chief Financial Officer, with
    duties and responsibilities as set forth in this Agreement below;
    and

WHEREAS, the Company and the Executive
    wish to set forth in writing the terms and conditions pursuant to
    which the Executive shall be employed by the Company.

NOW, THEREFORE, In consideration of
    the mutual representations, covenants, agreements and stipulations
    contained herein, the parties intending to be legally bound agree
    as follows:

1. Employment.

1.1. The Company hereby employs the Executive
    as its Chief Financial Officer ("CFO"), and the
    Executive hereby accepts and agrees to such hiring, engagement and
    employment, for the Term of the employment (as defined below) and
    all on the terms and conditions hereafter set forth.

1.2. The Executive shall have the duties and
    rights set forth and provided in this Agreement, and the Parties
    agree that all terms and conditions of Executive's employment with
    the Company shall be governed solely by this Agreement except where
    expressly stated otherwise.

2. Employment Term.

The Company hereby agrees to employ the
    Executive, and the Executive hereby agrees to such employment,
    subject to the terms and conditions set forth herein, for a term
    for five years, commencing on September 1, 1999 and continuing
    through December 31, 2004 (the "Term"), unless
    sooner terminated as herein set forth.

3. Position and Duties.

3.1. As CFO, the Executive shall also serve
    as an officer of
  any of the corporations or entities affiliated with the Company, as
    may be requested of him by the Board of Directors of the Company
    (the "Board").

3.2. The Executive shall serve in the
    capacities of and perform the obligations and duties of the office
    of a CFO, as set forth in the Certificate of Incorporation and
    By-Laws of the Company as amended from time to time.

3.3. Executive's employment hereunder shall
    be subject to the general supervision, orders, advice and direction
    of the Company, as determined by the Board. Executive shall perform
    such duties which are customarily performed by a person holding a
    similar position with other employers engaged in the same or
    similar business.

3.4. The Executive shall report and be
    directly responsible to the Board of Directors of the Company and
    shall also have such other powers and duties as may from time to
    time be prescribed by the Board.

3.5. Subject to the terms of this Agreement,
    the Executive shall be responsible for the financial affairs of the
    Company, including planning, review, implementation and supervision
    of the Company's budgets, investments, and financial controls.
    including day-to-day review and administration of related areas of
    the Company's business and affairs, and generally do all things
    reasonably deemed necessary or desirable by the Board for the
    proper management, operation and administration of the Company's
    corporate development with requisite authority to carry out his
    duties.

3.6. The Company shall not require the
    Executive to be employed in any location other than metropolitan
    New York City unless he consents in writing to such location.

3.7. During the Term of his employment,
    Executive shall be furnished with office space and facilities
    commensurate with his position and adequate for the performance of
    his duties; he shall be provided with the perquisites customarily
    associated with the position of a senior executive and CFO of a
    company.

4. Authority.

4.1. The Company authorizes the Executive,
    for the Company's account and on its behalf, to perform any act or
    do anything necessary or desirable in order to carry out the
    Executive's duties as set forth in this agreement and everything
    done by the Executive under the provisions of shall be done as
    agent of the Company, and all obligations or expenses incurred
    hereunder shall be at the expense of Company.

4.2 All obligations or expenses incurred
    hereunder shall be for the account of, on behalf of, and at the
    expense of the Company except as otherwise specifically provided
    for in this Agreement, provided, however that the
    Company shall not be obligated to reimburse the Executive for any
    expenses incurred in entering this Agreement or in payment for any
    legal, accounting, or other professional counsel, advice, or
    services sought or received by Executive in connection with the
    negotiation and consummation of this terms of this Agreement.

5. Best Efforts of the Executive.

The Executive shall use his best efforts in
    performing his duties hereunder, and in furthering the interests of
    the Company and its business. The Executive shall render his
    services in a faithful, responsible and competent manner, all in
    accordance with the terms and conditions of this Agreement and the
    Company's policies and procedures.

6. Representations of the Executive.

The Executive represents and warrants to the
    Company that:

6.1. He has the expertise, experience and
    capability to perform the duties assigned to him hereunder;

6.2. He is not suffering from any physical or
    mental condition which may impair his capability to perform the
    duties assigned to him hereunder;

6.3. He is familiar and/or will familiarize
    himself with the Company's policies and procedures, will fully
    adhere to them during his employment hereunder, and will refrain
    from any act or communication that may reflect unfavorably upon the
    Company, its business or its affiliates; and

6.4. He has carefully read and understood
    this Agreement, and is entering into it of his own free will.

7. Representations of the Company.

The Company represents and warrants that it
    is relying on the Executive's representations in entering into this
    Agreement, and that it is willing to employ the Executive subject
    to the terms and conditions of this Agreement and to perform its
    obligations hereunder.

8. Liability and Insurance.

8.1. The Executive shall not be liable to the
    Company for any loss or damage not caused by the Executive's own
    gross negligence or intentional failure to comply with his
    obligations hereunder.

8.2. The Company will indemnify the Executive
    against and hold the Executive harmless from (a) any liability,
    damages, costs and expenses (including reasonable attorneys' fees)
    sustained or incurred for injury to any person or property in,
    about and in connection with the Company's business, from any cause
    whatsoever, unless such injury shall be caused by the Executive's
    own (i) illegal or unlawful act of a nature involving moral
    turpitude, (ii) gross negligence, or (iii) repeated failure to
    comply with his obligations which remained uncured after notice by
    the Board, hereunder; and (b) any liability damages, penalties,
    costs and expenses, statutory or otherwise, for all acts properly
    performed by the Executive pursuant to the instruction of the Board;
    provided, in each of the foregoing instances, that the Executive
    promptly advises the Board of its receipt of information concerning
    any such injury and the amount of any such liability, damages,
    penalties, costs and expenses. The Company shall pay all expenses,
    including any and all attorney's fees, actually incurred by
    Executive in connection with the investigation of any such matter,
    the defense of any such action ,suit or proceeding and in
    connection with any appeal thereon, including the cost of any
    settlements. The indemnification under this Section 8.2 shall be
    deemed as adding to any other obligation of the Company to
    indemnify the Executive as an officer or director of the Company,
    to the maximum extent permitted by applicable law.

8.3. The Company shall carry sufficient
    liability insurance, workmen's compensation and will deliver, upon
    Executive's demand, a copy of such liability insurance to the
    Executive or a certificate evidencing the same.

9. Compensation.





9.2. Incentive Compensation.

(a) The Company, if determined desirable and
    if conditions so allow, at the determination and discretion of the
    Board, grant the Executive a bonus based on Executive's
    achievements, it being acknowledged and agreed that the Company
    will be under no obligation to grant such a bonus.

(b) When the Company achieves a positive net
    operating income, as determined by independent auditors, in any
    fiscal year, the Executive shall be automatically entitled to a
    one-time bonus of $25,000.

(c) As an incentive to for the Executive to
    enter into this Agreement and to intensify his interest in the
    success of the Company, the Company shall grant the Executive,
    effective as soon as practicable after the execution of this
    Agreement, options from the the Company's employee 1999 Stock
    Option Plan to purchase 50,000 shares of Common Stock of the
    Company at an exercise price of six ($6.00) dollars per share (the
    "Options"). The Options shall be subject, among other
    terms and conditions, to the following:

(1) The Options shall vest in a tranche of up
    to a maximum of 10,000 Options in the first four months hereof and,
    thereafter, in tranches of up to a maximum of 10,000 Options per
    year.

(2) The Executive shall not have the right to
    exercise any Options after the later of the fifth (5th) anniversary
    of the vesting of each of the Options and seventh (7th) anniversary
    of the execution of this Agreement.

(3) The Options shall be non-assignable.

(4) The Company shall have no obligation to
    register any Options or any shares of Common Stock of the Company
    realized upon exercise thereof.

9.3. Withholding. The Company
    shall be entitled to withhold such amounts from compensation and
    other payments as are necessary to comply with federal, state and
    local withholding laws.

9.4. Benefits.

(a) During the Term of employment hereunder,
    the Executive shall be entitled to participate in and receive all
    benefits under all of the benefit plans and arrangements of the
    Company currently or hereafter made available by the Company to its
    Executives, senior officers, or in lieu of any of such plans and
    arrangements of the Company, plans and arrangements agreed to by
    the Board and the Executive.

Nothing provided for in this Section 9.4 (a),
    shall be interpreted to limit or in any way affect to the Company's
    right to amend or terminate any of its benefit plans and
    arrangements with respect to its senior officers, or other
    employees, whether or not the Executive is then participating in
    such plan or arrangement.

(b) If employee is insurable at regular rates
    the Company shall purchase a disability insurance policy providing
    for a net after tax income substantially equivalent to what
    Executive's net after tax income would be on his base salary, such
    payments to begin after Executive is disabled for 60 days. If
    Executive is insurable at rates in excess of "regular rates
    ", if Executive pays such excess, Company will pay the balance
    of the premium.

9.5. Vacations. The Executive
    shall be entitled to five (5) weeks, or twenty five (25) business
    days, paid vacation in each calendar year.

10. Sick Leave; Personal Days.

In case of illness, the Executive shall be
    entitled to up to fourteen (14) days of sick leave per year and up
    to seven (7) personal per year. During authorized sick leave, the
    Executive's salary and other benefits shall continue to be paid or
    accrued. Unused sick days may be carried over from year to year but
    are not reimbursable upon the termination of this Agreement.

11. Medical Insurance.

The Executive, his spouse and children under
    18 living with him, shall be covered by the Company's group medical
    insurance policy, dental and long term disability insurance, at no
    cost to the Executive, throughout the Term of his employment.

12. Expenses.

The Executive shall receive reimbursement on
    a monthly basis for reasonable business expenses incurred by him in
    connection with the performance of his duties hereunder. Executive
    shall
  provide the Company with proper documentation for each expense. If
    the Company reimburses the Executive for expenses later determined
    to be non-deductible for federal income tax purposes, all such
    amounts shall be treated as additional compensation to him.

13. Payment of Taxes

13.1. To the extent required by prevailing
    law, the Company shall deduct from the salary payable to the
    Executive under this Agreement all social security, federal, state
    and local taxes and charges as may now be in effect or which may
    hereafter be enacted or required by applicable law as charges on
    the compensation of the Executive.

13.2. To the extent required by prevailing
    law, the Company shall pay such social security, disability,
    unemployment and workmen's compensation charges imposed upon the
    Company by virtue of its employment of the Executive.

13.3. The Executive shall notify the Company
    of any change in his place of residence or status which may affect
    his tax liability.

14. Termination. The Executive's
    employment (herein the "Employment") hereunder shall
    terminate only at the expiration of the Term, or prior thereto upon
    the occurrence of one of the following:

14.1. Death. The Executive's
    employment hereunder shall terminate upon his death ("Death
    ").

14.2. Disability.

(a) The Company may terminate the Employment
    hereunder if he becomes physically or mentally incapacitated and by
    reason thereof becomes unable to perform his duties hereunder for a
    period of 60 or more days during any period of twelve consecutive
    months; and

(b) The Executive may terminate his
    employment hereunder if, in the judgment of a physician selected by
    him and in the concurrent judgment of a physician of the Company's
    selection, the Executive's health has become impaired to an extent
    that makes the continued performance of his duties hereunder
    hazardous to his physical or mental health or his life (such reason
    for termination by the Company or by the Executive is hereinbelow
    referred to as "Disability").

The Company may waive its right to seek
    concurrent
  judgment of a physician of its selection. If the Company exercises
    said right, and if the respective judgments of the physician
    selected by the Executive and the physician selected by the Company
    do not concur, the judgment of a third physician to be chosen by
    the Executive and the Company's physicians shall be controlling.

14.3. Cause. The Company may
    terminate the Employment hereunder for cause (herein "Cause
    "). The Company will have Cause to terminate the Employment
    hereunder upon:

(a) any willful or intentional and gross act
    or conduct by the Executive having the effect of materially
    injuring the Company or its affiliates;

(b) the Executive's conviction of a crime
    (including conviction pursuant to a plea of nolo contendere)
    involving, in the judgment of the Board fraud, dishonesty or moral
    turpitude; or

(c) any material, recurring and ongoing
    defaults, material nonperformance or material violations by the
    Executive of the material terms of this Agreement, which, despite
    specific written notice by the Board, remain uncured after an
    unreasonable period of time, which such period shall be no less
    than sixty (60) days.

14.4. On Company's Notice. The
    Company may terminate the Employment with no reason or cause
    whatsoever (herein termination "On the Company's Notice"
    ).

14.5. By Executive Without Reason. The Executive may terminate the Employment (herein termination
    "On the Executive's Notice").

14.6. By Executive With Reason.
    The Executive may terminate the Employment at any time for "
    good reason" (herein termination "By Executive With Reason
    "), upon one or more of the following:

(a) The failure to elect or appoint, or
    re-elect or re-appoint the Executive to, or removal or improperly
    attempted removal of Executive from, his position as CFO of the
    Company, except in connection with the proper termination of
    Executive's employment by reason of Cause, Death or Disability as
    provided herein;

(b) A reduction in Executive's overall
    compensation other than his discretionary bonus under Section
    9.3(a), or an adverse change in the nature or scope of the
    authorities, powers, functions or duties normally attached to
    Executive's position with the Company;

(c) The Company's failure or refusal to
    perform any obligations required to be performed in accordance with
    this Agreement after reasonable notice an opportunity to cure same;
    and

(d) A change in control of the company
    occurs. As used in this Section 14(d), a "Change in Control
    " shall be deemed to have occurred upon the passage of (i) ten
    (10) days following a public announcement that a person or group of
    affiliated or associated persons have acquired, or obtained the
    right to acquire, beneficial ownership of fifteen (15%) percent of
    the outstanding Common Stock of the Company (the "Shares"
    ); or (ii) ten (10) days following the commencement of, or
    announcement of an intention to make a tender offer or exchange
    offer, the consummation of which would result in the beneficial
    ownership by a person or group of affiliated or associated persons
    of fifteen (15%) percent of such outstanding Shares; (iii) ten (10)
    days after a person or group of affiliated or associated persons
    has (x) become the owner of at least ten (10%) percent of the
    Shares or has filed a Schedule 13D or 13G with the Securities and
    Exchange Commission and (y) whose ownership interest is deemed by
    the Board to cause a material adverse impact on the business or the
    prospects of the Company; or (iv) a change in the composition of a
    majority of the Board

14.7. Notice and Date of Termination
    . Any termination pursuant to Sections 14.1 through 14.6,
    herein shall be communicated by written notice of termination to
    the other party (herein referred to as the "Notice of
    Termination"). The date of termination of the Employment
    hereunder (herein the "Date of Termination") shall be:

(a) the date of the Executive's death, if his
    Employment is terminated for Death; or

(b) the date on which a Notice of Termination
    is given or made effective, if the Employment is terminated by the
    Company for Disability, Cause or On Notice, respectively; or

(c) the date on which a Notice of Termination
    is given or made effective, if the Employment is terminated by the
    Executive on Executive's Notice or by the Executive With Reason.

15. Compensation and Effects Following
    Termination.

15.1. If the Employment is terminated For
    Death, Disability, On the Company's Notice, or by the Executive
    With Reason, the Executive, or his successors or dependents
    (collectively in this
  Section: the "Executive") shall be entitled to the
    following compensation:

(a) All unpaid amounts due on account of
    Executive's base salary and all benefits and bonuses until the date
    of Termination;

(b) The base salary and all benefits and
    bonuses hereunder at the rate prevailing at the time of Termination
    for the remainder of the first year of the Term, if the Termination
    is effective prior to twelve (12) months following the date hereof,
    and thereafter for a period of one (1) year;

(c) A severance payment in a lump sum
    equivalent to the base salary and bonuses equivalent to one (1)
    year for each year of prior employment with the Company (whether
    during the initial Term of employment or thereafter), plus a
    pro-rated amount for each portion of a year of prior employment
    with the Company;

(d) Any options granted to Executive which
    have not, by the term thereof vested, shall be deemed to have
    vested at the termination, and shall thereafter be exercisable for
    the maximum period of time allowed for exercise thereof under the
    terms of the option(s); and

(e) The Company's (and Executive's and his
    dependents') participation in any and all medical, dental and
    disability insurance plans shall be continued, or equivalent
    benefits provided to him or them by the Company at no cost to him
    or them, for a period of two (2) years from the date of Termination.

15.2. If the Employment is terminated at the
    expiration of the Term of employment or by the Executive On the
    Executive's Notice, the Executive shall be entitled as follows:

(a) All unpaid amounts due on account of
    Executive's base salary and all benefits and bonuses until the date
    of Termination;

(b) A severance payment in a lump sum
    equivalent to the base salary and Bonuses equivalent to one half
    (1/2) year for each year of prior employment with the Company
    (whether during the initial Term of employment or thereafter), plus
    a pro-rated amount for each portion of a year of prior employment
    with the Company;

(c) Any options granted to Executive which
    have not, by
  the term thereof vested, shall be deemed to have vested at the
    termination, and shall thereafter be exercisable for the maximum
    period of time allowed for exercise thereof under the terms of the
    option(s); and

(d) The Company's (and Executive's and his
    dependents') participation in any and all medical, dental and
    disability insurance plans shall be continued, or equivalent
    benefits provided to him or them by the Company at no cost to him
    or them, for a period of one (1) year from the date ofTermination.

15.3. If the Employment is terminated by the
    Company for Cause, the Executive shall be entitled as follows:

(a) All unpaid amounts due on account of
    Executive's base salary and all benefits and bonuses until the date
    of Termination;

(b) to the extent medical insurance or other
    benefits are required by law to be extended or offered for a longer
    period, the Company shall comply with such requirements; and

(c) Any options granted to Executive which
    have vested, shall thereafter be exercisable for the minimum period
    of time allowed for exercise thereof under the terms of the
    option(s). Any options granted to Executive which have not yet
    vested, at the date of Termination, shall expire upon Termination.

15.4. Any extension of benefits following the
    termination of employment provided for herein shall be deemed to be
    in addition to and not in lieu of, any period for benefits
    continuation provided for by law at the Company's or Executive's
    expense.

16. Non-Competition.

16.1. During the period of the Employment
    hereunder and during the applicable post-termination
    non-competition period as specified in Section 16.2, herein, the
    Executive shall not own any interest, or provide any financing for,
    or perform any service for, any business organization which
    directly or indirectly engages in competition with the Company
    within the principal geographic areas where the Company is or has
    during the term of this Agreement developed substantial plans to
    commence doing business (herein the "Territory"); or, as
    a sole proprietor, director, officer, shareholder, employee,
    manager, consultant, independent contractor, advisor or otherwise,
    engage directly or indirectly in competition in the Territory with,
    any business conducted by the Company or by its respective
    affiliates or any business which the Company or any of its
    respective affiliates had developed substantial plans to enter into
    during the employment with the Company pursuant to this Agreement
    or prior hereto. Any business organization whose principal business
    is conducted on or through the Internet shall be deemed as
    competing with the Company in the Territory; provided, however,
    that the non-competition provisions of this Section shall not apply
    (a) to paid or voluntary work for nonprofit Internet projects,
    provided they do not directly compete with foreignTV.com; (b) paid
    or voluntary work for a local community-based Internet venture
    (e.g. northsalem.com community news and information Web site); and
    (c) freelance writing and interviewing.

16.2. Post-termination non-competition period.

(a) In the case of Termination of the
    employment for Cause or by the Executive on Notice, the applicable
    post-termination non-competition period shall be the period ending
    two (2) years following the Termination of the employment
    hereunder.

(b) In the case of Termination of the
    employment for Disability, the applicable post-termination
    non-competition period shall be the period ending one (1) year
    following the Termination of the employment hereunder.)

(c) In the case of Termination of the
    employment on the Company's Notice or by the Executive for Reason,
    there shall be no applicable post-termination non-competition
    period hereunder.

16.3. If a court of competent jurisdiction
    shall determine that the any of provisions of Section 16.2
    transcend or contravene the provisions of applicable law, ipso
    facto this section shall be
  deemed revised to comply with applicable law and shall be construed
    in such a manner as to render this Section as so revised
    enforceable under such law.

17. Nondisclosure of Confidential
    Information.

17.1. The Executive shall not, except as
    authorized or required by the Company, in any manner, directly or
    indirectly, reveal, divulge, disclose or otherwise communicate or
    make available to any person, firm, corporation or entity any
    information concerning any matters affecting or relating to the
    Company, its affiliates and/or any customers of the Company, their
    business, affairs, manner of operation, plans or policies, the
    prices they charge or any other information, except such
    information that is already in the public domain due to no fault of
    the Executive.

17.2. The provisions of this Section shall
    survive the term of this Agreement.

18. Noninterference.

During and after the Term of this Agreement,
    the Employee shall not in any manner, directly or indirectly,
    affect to the detriment of the Company or any of its affiliates any
    relationship of the Company, or any of its affiliates, or any of
    their respective officers, employees and agents with any customer,
    supplier or employee the Company or any affiliate, or cause any
    customer or supplier to refrain from doing business with the
    Company or any affiliate thereof. Nothing in this Section 18 shall
    be deemed to prevent Employee from competing with the Company after
    the expiration of the applicable post-termination non-competition
    period, even if such competition may have the effect of
    detrimentally affecting the business of the Company.

19. Specific Enforcement.

The Executive acknowledges and agrees that
    the Company would be irreparably harmed and could not be made whole
    by monetary damages in the event any of the terms and provisions of
    this Agreement were not performed by him in accordance with its
    terms. Accordingly, the Executive agrees that, in addition to any
    other remedy to which the Company may be entitled, the Company
    shall be entitled to an injunction or injunctions to prevent
    breaches of, and to obtain specific performance of, any or all of
    the terms and provisions hereof and shall be entitled to other
    equitable relief.

20. Severability.

If any term, provision, covenant or
    restriction of this Agreement is held by a court of competent
    jurisdiction to be invalid, void or unenforceable, the remainder of
    the terms, provisions, covenants and restrictions will remain in
    full force and effect and will in no way be affected, impaired or
    invalidated. It is hereby stipulated and declared to be the
    intention of the parties that they would have executed such
    remaining terms, provisions, covenants and restrictions without
    including any of such as may be hereafter declared invalid, void or
    unenforceable.

21. Entire Agreement and Amendment.

This Agreement contains the entire
    understanding of the parties with respect to its subject matter.
    There are no restrictions, agreements, promises, representations,
    warranties, covenants or undertakings other than those expressly
    set forth herein. This Agreement supersedes all prior agreements
    and understandings between the parties with respect to its subject
    matter. This Agreement may not be amended, modified or supplemented
    except upon the execution and delivery of a written agreement
    executed by the parties hereto.

22. Assignment.

This Agreement shall not be assignable by any
    party hereto, except that it shall be assignable by the Company to
    any companies that are or may become affiliated to it but no such
    assignment shall release to the assigning party from its financial
    obligations hereunder. This Agreement shall be binding upon and
    inure to the benefit of and be enforceable by the heirs, personal
    representatives, successors and permitted assigns of the parties
    hereto.

23. Waiver of Compliance.

Any failure of one of the parties hereto to
    comply with any obligation, covenant, agreement or condition herein
    may be waived by the other party only by a written instrument
    signed by the party granting such waiver, but such waiver or
    failure to insist upon strict compliance with such obligation,
    covenant, agreement or condition shall not operate as a waiver of,
    or estoppel with respect to, any subsequent or other failure.

24. Descriptive Headings.

Descriptive headings are for convenience only
    and shall not control or affect the meaning or construction of any
    provision of the Agreement.

25. Affiliate.

As used in this Agreement, the term "
    affiliate" means a person or entity controlled by,
    controlling, or under common control with the Company.

26. Counterparts.

For the convenience of the parties, any
    number of counterparts of this Agreement may be executed by one or
    more parties hereto and each such executed counterpart shall be,
    and shall be deemed to be, an original instrument.

27. Notices.

All notices and other communications
    hereunder shall be in writing and shall be deemed given if
    delivered personally, dispatched by way of recognized courier
    service, such as Federal Express, by facsimile transmission (with a
    confirmation copy mailed), or mailed (registered or certified mail,
    postage prepaid, return receipt requested) to the respective
    parties at the following addresses:

| | To the Executive:               |               
| | ------------------------------- | --------------
| |                                 |               
| | Harold I. Berliner              |               
| | 36 Cross Hill Road              |               
| | Hartsdale, NY 10530             |               
| | Telephone:                      | (914) 448-0130
| | Facsimile:                      | (914) 448-0139
| |                                 |               
| |                                 |               
| | To the Company:                 |               
| |                                 |               
| | foreignTV.com, Inc.             |               
| | 120 Fifth Avenue, Seventh Floor |               
| | New York, N.Y. 10011            |               
| | Telephone:                      | (212) 993-9400

| | Facsimile:                    | (212) 675-5800 | 
| | ----------------------------- | -------------- | 
| |                               |                | 
| |                               |                | 
| | Attention: Mr. Jonathan Braun |               
| |                               |                | 
| |                               |                | 
| | with a copy to:               |               
| |                               |                | 
| |                               |                | 
| | Marc D. Leve, Esq.            |               
| | 264 Lexington Ste. 2A         |               
| | New York, New York, 10016     |               
| | Telephone:                    | (212) 481-7240 | 
| | Facsimile:                    | (212) 481-7413 | 

or to such other address as any party hereto
    may, from time to time, designate in a written notice given in a
    like manner.

28. Law Governing.

This Agreement shall be governed by and
    construed and enforced in accordance with the laws of the State of
    New York applicable to contracts made and to be performed wholly
    within such State, without reference to any rules of conflicts of
    laws.

29. Arbitration.

All disputes, controversies or claims with
    respect to any of the terms or conditions of, or the performance of
    the parties under, or termination of, this Employment Agreement
    which cannot be settled amicably by the parties, whether or not
    such disputes, controversy(ies) or claim(s) are arbitrable under
    applicable law, shall be finally settled by arbitration in
    accordance with the Employment Commercial Arbitration Rules of the
    American Arbitration Association in New York City. The arbitration
    proceedings shall be conducted in New York City in the English
    Language before one (1) arbitrator. The award of the arbitrator
    shall be final and binding upon the parties and judgment upon such
    award may be entered in any court having jurisdiction or
    application may be made to such a court for a judicial acceptance
    of such award and judgment or order of enforcement, as the case may
    be.

IN WITNESS THEREOF THE PARTIES have
    executed this Agreement as of the date first herein written.

|THE COMPANY:                     | THE EXECUTIVE         
|-------------------------------- | ----------------------
|                                 |                       
|                                 |                       
|                                 |                       
|foreignTV.com, Inc.              |                       
|                                 |                       
|                                 |                       
|By:
      ______________________ | ______________________
|Name:                            | Harold I. Berliner    
|Title:                           |                       

# EMPLOYMENT AGREEMENT

LANDERS - foreignTV.com, INC.

CONTENTS

|   |  | Page                                          
|-- |  | ----------------------------------------------
|
|1  |  | Employment                                    
|2  |  | Employment Term                               
|3  |  | Position and Duties                           
|4  |  | Authority                                     
|5  |  | Best Efforts of the Executive                 
|6  |  | Representations of the Executive              
|7  |  | Representations of the Company                
|8  |  | Liability and Insurance                       
|9  |  | Compensation                                  
|10 |  | Sick Leave                                    
|11 |  | Medical Insurance                             
|12 |  | Expenses                                      
|13 |  | Payment of Taxes                              
|14 |  | Termination                                   
|15 |  | Compensation and Effects Following Termination
|16 |  | Non-Competition                               
|17 |  | Nondisclosure of Confidential Information     
|18 |  | Noninterference                               
|19 |  | Specific Enforcement                          
|20 |  | Severability                                  
|21 |  | Entire Agreement and Amendment                

|22 |  | Assignment           |  | 13 | 
|-- |  | -------------------- |  | -- | 
|23 |  | Waiver of Compliance |  | 13 | 
|24 |  | Descriptive Headings |  | 14 | 
|25 |  | Affiliate            |  | 14 | 
|26 |  | Counterparts         |  | 14 | 
|27 |  | Notices              |  | 14 | 
|28 |  | Law Governing        |  | 15 | 
|29 |  | Arbitration          |  | 15 |