As of November 8, 1998

Agreement  between  Odyssey  Pictures  Corporation  ("Odyssey")  and Ian  Jessel
("Jessel")

     1. Jessel will be employed as Chief Executive Officer of the Motion Picture
and Television Division of Odyssey. The plan is for Odyssey to form a subsidiary
corporation to deal with motion pictures and  television.  Although Jessel might
not have the title of  President,  if a president is  appointed,  he shall serve
under  Jessel.  If Odyssey  acquires a company or merges with a company which is
specialized in television, with executives in place, in recognition of Odyssey's
ambition to expand,  Jessel will be  reasonably  flexible to  accommodate  these
plans, without unduly affecting his position in a substantially negative way.

     2. Jessel shall  perform all duties  generally  rendered in the industry by
chief executive officers of motion picture and television  companies,  including
being in charge of  production  and  distribution,  both  foreign and  domestic,
acquiring product, supervising production,  seeking out and making co-production
deals,  attending film festivals as well as  contributing  to the management and
overall  business of the parent  company.  Jessel will follow the guidelines and
direction of the parent company as decreed by its executive  management of Board
of Directors, of which Board of Directors Jessel shall be a member.

     3. Jessel will be  appointed  to the Board of  Directors  of Odyssey or any
succeeding parent company.  In this connection,  he will be covered by customary
directors' and officers' insurance,  on a favored nations basis at such earliest
time as such  insurance is  economically  available.  Jessel will be entitled to
customary   medical  insurance  on  a  favored  nations  basis  with  other  top
management.

     4. The start date of Jessel's services will be November 9, 1998.

     5. Jessel is guaranteed  three years of employment.  The parties will agree
on customary  suspension  and  termination  provisions,  for  illness,  death or
disability, as well as material breach.

     6. The  salary  for the first  year  shall be:  $300,000.00,  payable  on a
monthly basis. The first month's salary should be paid on December 4, 1998.

     The salary for the second year shall be  $350,000.00,  payable on a monthly
basis.

     The  salary of the third year  shall be  $400,000.00,  payable on a monthly
basis.

     7. Jessel will be  entitled to a year's  bonus of 10% (ten  percent) of the
net profits of the motion picture and television division.

     Jessel will also be entitled to a year's bonus of 5% (five  percent) of the
net profits of the parent company, Odyssey, provided that the Motion Picture and
Television  division is responsible for one-half or more of such net profits. To
the extent the Motion  Picture and Television  Division is responsible  for less
than one-half of such profits,  Jessel's bonus shall be proportionately  reduced
down to a floor of 1% of 100% of the profits.

     The bonuses set forth in the immediately  two preceding  paragraphs of this
Paragraph 7, shall be computed on the basis of Odyssey's fiscal year, commencing
in June 1999 and  terminating  in June 2002.  The bonus  payments  shall be made
within  thirty (30) days after net profits are filed.  If there is a termination
of Jessel's  employment the bonus payment shall be pro-rated taking into account
the number of months worked prior to such termination.

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     Jessel's participation in the net profits of Odyssey, as distinguished from
the net profits of the Motion Picture and Television Division,  shall be paid --
not in cash -- but in an  equivalent  amount  of  stock in the  parent  company,
Odyssey.  If Odyssey and Jessel  mutually  agree,  Jessel shall be granted stock
options instead of stock.

     If Odyssey buys another company or merges with another company,  there will
be separate accounting pools and an appropriate  reasonable  accommodation shall
be made taking the relevant factors into account.

     8. The budget for operating the Motion Picture and Television  Division has
been agreed not to exceed  $600,000.00 which would include the salary of Jessel,
his assistants,  overhead, Jessel's first-class air travel (where available) and
in keeping with Jessel's  stature in the  industry,  a car allowance of $750 per
month for  Jessel,  a car  telephone  for  Jessel and  reimbursement  of his car
telephone   business   calls,   as  well   as   Jessel's   reasonably   incurred
business-related expenses.

     9.  Jessel  shall be  exclusive  to  Odyssey,  except  for  fulfilling  the
following pre-existing commitments, to the extent these cannot be disposed of or
turned over to Odyssey.

The pre-existing  commitments are: Jessel's  non-exclusive services as Executive
Producer for the motion picture currently  entitled "TILL THE END OF TIME" ("The
Georgia  O'Keefe  Story")  and the  possibility  of the  services on "THE SECOND
HORESMAN". The services for "THE SECOND HORESMAN" shall be as Executive Producer
and shall be rendered on a  non-exclusive  minimum basis;  if these projects are
turned  over to  Odyssey,  Jessel's  services  shall be  rendered to the fullest
extent required.

     10. Jessel will be allotted up to three weeks of vacation per year.

     11.  In  keeping  with  customary  practices,  Jessel  will be  bound  by a
confidentiality agreement.

AGREED TO:


Odyssey Pictures Corporation

By /s/ Odyssey Pictures Corporation                /s/ Ian Jessel
-----------------------------------                ---------------------
                                                       Ian Jessel


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AMENDMENT to Agreement between Oydssey Pictures Corporation and Ian Jessel dated
As of November 8, 1998.


     Upon  signature  of the  agreement  dated As of  November  8, 1998  between
Odyssey  Pictures  Corporation  and Ian  Jessel,  Odyssey  shall give Ian Jessel
50,000 (Fifty-Thousand)shares of stock in Odyssey Pictures Corporation.


     AGREED TO

     Odyssey Pictures Corporation

     By /s/Odyssey Pictures Corporation               /s/  Ian Jessel
     ----------------------------------               ---------------
                                                       Ian Jessel






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