Exhibit 99.3

EXECUTION
COPY

---

---

EMPLOYMENT AGREEMENT

BY AND BETWEEN

METROMEDIA INTERNATIONAL GROUP, INC.

AND

BRYCE DEAN ELLEDGE

OCTOBER 6, 2003

---

---

---

Table of Contents

|1.                                     |  | EMPLOYMENT                        |  | 1 
|-------------------------------------- |  | --------------------------------- |  | --
|2.                                     |  | COMPENSATION AND BENEFITS         |  | 2 
|3.                                     |  | CONFIDENTIAL INFORMATION          |  | 3 
|4.                                     |  | RIGHTS TO INVENTIONS AND LICENSES |  | 5 
|5.                                     |  | COVENANTS NOT TO COMPETE          |  | 6 
|6.                                     |  | ESSENTIAL COVENANTS               |  | 7 
|7.                                     |  | TERMINATION                       |  | 8 
|8.                                     |  | CHANGE OF CONTROL                 |  | 11
|9.                                     |  | INDEMNIFICATION                   |  | 14
|10.                                    |  | NOTICE                            |  | 14
|11.                                    |  | ASSIGNMENT AND SUCCESSORS         |  | 15
|12.                                    |  | REPRESENTATIONS AND WARRANTIES    |  | 15
|13.                                    |  | OTHER TERMS                       |  | 15
|EXHIBIT ACONFIDENTIAL GENERAL RELEASE |  | 1                                
|1.                                     |  | GENERAL RELEASE                   |  | 1 
|2.                                     |  | OTHER TERMS                       |  | 1 

---



EMPLOYMENT AGREEMENT

This
EMPLOYMENT AGREEMENT (the "Agreement") is entered into on October 6, 2003 and shall be effective as of October 1, 2003 (the
"Effective Date") by and between:



RECITALS

WHEREAS,
the Executive has been employed by the Company since March 18, 2002 ("Start Date") and desires to remain so employed, and the Company
wishes to continue to employ Executive to render such services; and

WHEREAS,
the Company and the Executive desire to set forth the terms and conditions under which the Executive is employed by the Company and upon which the Company shall compensate the Executive.

NOW,
THEREFORE, in consideration of the premises and promises contained herein, the Parties agree as follows.

1.     EMPLOYMENT







1

---









2.     COMPENSATION AND BENEFITS









2

---







3.     CONFIDENTIAL INFORMATION





3

---





4

---



4.     RIGHTS TO INVENTIONS AND LICENSES







The
Executive agrees to assist the Company or its designee, at the Company's expense, in every way to secure the Company's rights in the Inventions and any copyrights, patents,
trademarks,

5

---

mask-work
rights, moral rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and
data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordings and all other documents and instruments which the Company shall deem necessary in order to
apply for, obtain, maintain and transfer such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to
such Inventions and any copyrights, patents, mask-work rights or other intellectual property rights relating thereto. The Executive further agrees that the obligation to execute or cause
to be executed any such documents and instruments shall continue after the termination of Executive's employment with the Company until the expiration of the last such intellectual property right to
expire in any country of the world. If the Company is unable, because of the Executive's mental or physical incapacity or unavailability for any other reason, to secure the Executive's signature to
apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions assigned to the Company as set forth above, then the Executive hereby
irrevocably designates and appoints the Company (through its duly authorized officers and agents) as the Executive's agent and attorney in fact, to act for and on the Executive's behalf, to execute
and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent or copyright registrations
thereon with the same legal force and effect as if originally executed by the Executive. The Executive hereby waives and irrevocably quitclaims to the Company any and all claims, of any nature
whatsoever, which the Executive now or hereafter has for infringement of any and all proprietary rights assigned to the Company.

5.     COVENANTS NOT TO COMPETE





6

---









6.     ESSENTIAL COVENANTS



7

---

7.     TERMINATION











8

---







9

---









Upon
any termination of Executive's employment hereunder, the Executive shall be entitled to:



In
the event of a termination of the Executive's employment hereunder in accordance with Section 7.04 or 7.05 that is not covered by Section 8 then the provisions set out
in clauses (a) through (d) immediately following shall apply.



10

---



The
compensation and benefits provided for in Section 7.08 are in lieu of any severance, salary or income continuation or protection under any other Company plan, program or
policy that may now or hereafter exist and shall be deemed to satisfy and be in full and final settlement of all obligations to the Executive under this Agreement or any other agreement with
Executive. In order to be eligible to receive these payments and benefits the Executive must:



Notwithstanding
anything to the contrary contained herein, to the extent contemplated by this Agreement, the respective rights and obligations of the Parties shall survive any
termination of the Executive's employment hereunder and shall remain in full force and effect to the extent necessary to preserve such rights and obligations.

In
the event of any termination of his employment hereunder, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due the
Executive under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain. Except as otherwise expressly provided in this Agreement, the Company's
obligation to make the payments provided for and otherwise to perform its obligations under Sections 7 and 8 shall not be affected by any offset, counterclaim, attempt to recoup, defense or other
right that the Company may have against the Executive, whether by reason of subsequent employment or otherwise;provided, however,that the Company
shall have no further obligations for payment or other performance with respect to Sections 7 and 8 upon the Executive's breach of any provision of Sections 3, 4 or 5 hereof.

8.    CHANGE OF CONTROL

11

---

For
purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if, after the Effective Date of this Agreement,
there shall occur any of the events or conditions described in clauses (a) through (d) immediately following.



12

---



In
the event the Company or any successor or assign thereof shall terminate this Agreement or Executive's employment for any reason other than the Executive's Death, Disability or Cause
(as defined respectively in Sections 7.01, 7.02 and 7.06 hereof) or the Executive shall terminate this
Agreement or his employment for Good Reason (as defined in Section 7.05 hereof), in either case within twelve (12) months following the Effective Date of a Change of Control (as defined
below), the Company, successor or assign thereto shall pay to Executive amounts due under Section 7.07 and a lump-sum amount as follows:



The
Effective Date of the Change of Control under subsections 8.01(a) and 8.01(b) shall for purposes of this Section 8.02 (subject to meeting all other conditions therefor) be
respectively the date a Person becomes a 50% Shareholder or the date the Continuing Directors cease to constitute at least a majority of the Board of Directors. The Effective Date of the Change of
Control under subsections 8.01(c) and (d) shall for purposes of this Section 8.02 be the date the Restructuring Transaction or Liquidation Transaction has been approved by the
shareholders or Board of Directors and all required consents and approvals have been obtained and any other material contingencies have been satisfied. In the event such transaction is not consummated
for any reason, no Change of Control shall be deemed to have occurred.

The
compensation and benefits provided for in this Section 8 are in lieu of any severance, salary or income continuation or protection under any other Company plan, program or
policy that may now or hereafter exist, and are in lieu of any payments or benefits otherwise payable under Section 7 of this Agreement (other than under Section 7.07) and shall be
deemed to satisfy and be in full and final settlement of all obligations to the Executive under this Agreement or any other agreement with Executive. In order to be eligible to receive these payments
and benefits the Executive must:



13

---



9.    INDEMNIFICATION

The
Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative
(a "Proceeding"), by reason of the fact that he is or was a director, officer, employee, agent, manager, consultant or representative of the Company or
an Affiliate or is or was serving at the request of the Company or an Affiliate as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust, enterprise,
or other Person, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is the Executive's alleged action in an official capacity while serving as a
director, officer, member, employee or agent, the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company's
certificate of incorporation or bylaws or by resolutions of the Board.

10.    NOTICE

Any
notice, consent, demand, request, or other communication given to a Party in connection with this Agreement shall be in writing and shall be deemed to have been given to such Party:







14

---

11.    ASSIGNMENT AND SUCCESSORS

No
rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant
to a merger or consolidation in which the Company is not the continuing entity, or the sale or liquidation of all or substantially all of the business and assets of the Company, provided that the
assignee or transferee is the successor to all or substantially all of the business and assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the
Company, as contained in this Agreement, either contractually or as a matter of law. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive
other than his rights to compensation and benefits, which may be transferred only by will or operation of law;provided,however, that the Executive
shall be entitled, to the extent permitted under applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following his death by giving the
Company written notice thereof.

To
the extent applicable, this Agreement shall be binding upon and inure to the benefit of, the successors and assigns, devises, heirs, next of kin, executors and administrators of the
Executive. In the event of the Executive's death or a judicial determination of his incompetence, references in this Agreement to the Executive shall be deemed, where appropriate, to refer to his
legal representative, or, where appropriate, to his beneficiary or beneficiaries.

Except
as provided in this Section 11, neither Party may transfer or assign its rights or interests under this Agreement without the other Party's prior written consent.

12.    REPRESENTATIONS AND WARRANTIES

The
Company represents and warrants to the Executive that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been
fully and validly authorized by the Board of Directors and by any other Party or body whose action is required. The Company further represents and warrants that the Compensation Committee of the Board
of Directors has approved, as required under Section 2.03 hereof, the Executive's compensation arrangements as set forth herein.

The
Executive represents and warrants that the execution, delivery and performance of this Agreement do not violate any other agreement or arrangement to which he is a party.

13.    OTHER TERMS

This
Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of North Carolina, without regard to conflicts of law principles.

15

---

This
Agreement may be executed (including by facsimile signature) in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.

The
headings of the Sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.

This
Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof, supersedes all prior discussions, agreements and understandings
of every kind between the Parties relating to this Agreement and may be modified only by a written document that is signed by the Party against whom enforcement of any waiver, change, modification,
extension or discharge is sought and that specifically refers to this Agreement and to the terms or provisions being modified or waived. The waiver of any breach of any provision of this Agreement
shall be effective only in the specific instance and for the specific purpose for which it is given and shall not operate or be construed as a waiver of any subsequent breach thereof. In the event of
any inconsistency between this
Agreement and any plan, employee handbook, personnel manual, program, policy, arrangement or agreement of the Company, the provisions of this Agreement shall control unless the Executive otherwise
agrees in a signed writing that expressly refers to this Agreement and to the provision whose control he is waiving.

If
any provision of this Agreement shall be determined to be prohibited by or invalid under applicable law, or otherwise determined to be unenforceable, then the Parties agree that it is
their intent that such provision shall be reformed and modified in a manner that will render it enforceable and valid provided that any such reformation or modification shall not be inconsistent with
the original purpose and intent of the provision. The invalidation of any provision or any portion of any provision of this Agreement shall not affect the remainder of such provision or the remaining
provisions of this Agreement.

[Remainder
of this page intentionally left blank]

16

---

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on October 6, 2003 to be effective as of October 1, 2003.

FOR METROMEDIA INTERNATIONAL GROUP, INC.:

|                |  | 
|--------------- |  | 
|/s/MARK S. HAUF |  | 
|Name:           |  | 
|Title:          |  | 

FOR EXECUTIVE:

|                                        |  | 
|--------------------------------------- |  | 
|/s/BRYCE DEAN ELLEDGEBryce Dean Elledge |  | 

17

---

EXHIBIT A

EXHIBIT ACONFIDENTIAL GENERAL RELEASE

This CONFIDENTIAL GENERAL RELEASE (the "Agreement") is made this    day
of                        , (the
"Effective Date") by and between:



Recitals

WHEREAS, under the terms of the Employment Agreement, dated as
of                        , by and between Executive and
Company (the "Employment Agreement"), Executive is entitled to certain payments upon the satisfaction of certain contingencies which have occurred,

NOW, THEREFORE, in consideration of the above recital and in further consideration of the mutual promises and covenants set forth below,
the parties hereto, intending to be legally bound, hereby agree as follows.

1.     GENERAL RELEASE



2.     OTHER TERMS



---







[Remainder
of this page intentionally left blank]

2

---

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the first date written above.

FOR Metromedia International Group, Inc.:

|             |  |  | 
|------------ |  |  | 
|Name:
Title: |  |  | 

FOR EXECUTIVE:

| |  | 
| |  | 
| |  | 

3

---

QuickLinks