Exhibit 10.8

                        December 16, 1996



Food Court Entertainment Network, Inc.
220 East 42nd Street
New York, NY  10017

Attention:  Mr. James N. Perkins
            President and Chief Executive Officer

Gentlemen:

     1.   This is to confirm the engagement of Furman Selz LLC
("Furman Selz") to render financial advisory and investment
banking services to Food Court Entertainment Network, Inc. (the
"Company") concerning the strategic development of the Company's
business, including advice with respect to potential
acquisitions, divestitures, joint ventures, capital markets
transactions or other potential corporate transactions or any
combination of such transactions.

     2.   As compensation for the services rendered by Furman
Selz hereunder, upon the execution of this engagement letter
Furman Selz shall receive warrants (the "Warrants") to purchase
Series A Common Stock representing 5.0% of the outstanding
Series A and Series B Common Stock of the Company (collectively,
the "Common Stock").  The Warrants shall have a term of five
years from the date of this Agreement.  The amount of shares of
Common Stock underlying the Warrants shall be determined based on
the shares outstanding as of the date of execution of this
Agreement and shall, in any event, include shares being issued
pursuant to the Company's private placement (the "Private
Placement") as described in the Private Placement Memorandum
dated November, 1996.  The initial exercise price of the Warrants
shall be $2.00 per share of Series A Common Stock.  The Warrants
shall adjust to maintain the 5.0% percentage ownership in the
event of conversion or exercise of any derivative securities of
the Company (including, but not limited to, the Company's Class A
Warrants and Class B Warrants) outstanding as of the date of the
execution of this Agreement, including derivative securities
being issued pursuant to the Private Placement.  In the event of
such an adjustment, the Company will issue to Furman Selz new
Warrants ("New Warrants") exercisable for the number of shares of
Series A Common Stock necessary to maintain the 5.0% percentage
ownership.  The New Warrants will be the same in all respects as
the Warrants, except that to the extent they become issuable
because of the exercise of currently outstanding derivative
securities, they will be initially exercisable at the same
exercise price as such derivative securities.  The exercise price
of the Warrants and the New Warrants and the number of shares of
Common Stock underlying the Warrants and the New Warrants shall
be subject to adjustment based on the same terms as the
securities issued pursuant to the Private Placement (as detailed
in Section 9 of the Company's Warrant Agreement as part of the
Subscription Agreement as Exhibit (vii) to the Company's Private
Placement Memorandum dated November, 1996).  The Warrants will
provide that they may be exercised for cash or by delivery of
Common Stock issuable upon exercise having a fair market value
equal to the aggregate exercise price applicable to the Common
Stock with respect to which the Warrants are exercised.  Also
Furman Selz will be entitled to similar registration rights to
the holders of the Units issued pursuant to the Private
Placement.

     3.   Advisory services related to specific transactions will
be provided pursuant to a separate engagement letter for such
transactions for which the Company shall pay Furman Selz a
reasonable and customary fee to be mutually negotiated at the
time of engagement for each such transaction in addition to the
retainer referred to above.  Furman Selz will have a right of
first refusal (subject to the right of first refusal granted to
D.H. Blair Investment Banking Corp. ("D.H. Blair") pursuant to
the Agency Agreement between D.H. Blair and the Company dated
November 14, 1996) for a period of two years after the date
hereof to act as the Company's investment banker or financial
advisor for any such transaction.  Accordingly, during that
period, before engaging an investment banker or financial advisor
for any such transaction, the Company will notify Furman Selz in
writing of the proposed terms offered by such investment banker
or financial advisor for any such engagement; if Furman Selz
fails to accept such terms in writing within 30 days of its
receipt of such notification (or in the case of a potential
financial advisory assignment, within 10 days of its receipt of
such notification but only in the case that the Company notifies
Furman Selz in writing of such 10 day requirement), it will have
no further right with respect to the engagement.  If, thereafter,
any material or economic terms proposed for the engagement are
materially modified, the Company will adopt the same procedure
with respect to the modified terms as is provided in the
preceding sentence with respect to the initially proposed terms. 
It shall be the obligation of the Company to have the right of
first refusal granted to D.H. Blair amended to allow the Company
to comply with the right of first refusal granted to Furman Selz
under this Agreement and it shall be the obligation of Furman
Selz to provide reasonable assistance to the Company in its
negotiations with D.H. Blair by having Furman Selz
representatives attend relevant meetings with D.H. Blair as
reasonably requested by the Company and allowing D.H. Blair to
review relevant documents delivered to the Company by Furman
Selz; however, the conduct of Furman Selz with respect to such
obligations shall not release the Company from its obligations in
this regard.

     4.   In addition to any fees payable hereunder, Furman Selz
shall be reimbursed by the Company for its reasonable out-of-
pocket expenses (including professional fees, except those over
$1500 in each instance which expenses require prior Company
approval, and disbursements) incurred during the period of its
engagement hereunder, with respect to the services provided by
it.

     5.   This engagement shall continue in effect until June 30,
1998 except as otherwise provided in paragraph 3 and except that
the provisions of paragraphs 2 through 7 shall survive the term
of this engagement.  In the event that Michael Garin shall cease
to be an employee or shall be unable to perform his duties as an
employee of Furman Selz, the Company shall have the right to
terminate this Agreement.  In the event of such termination, an
amount Warrants issued pursuant to paragraph 2 of this Agreement
shall be canceled in the same proportion as the time remaining
under the term of this Agreement bears to the total amount of
time under this Agreement, and fees to be paid for services
provided pursuant to any engagement letter executed pursuant to
paragraph 3 of this Agreement, including fees to be paid pursuant
to any engagement for which such engagement has not been
completed, shall be negotiated in good faith by all parties
involved.

     6.   The Company agrees to indemnify and hold Furman Selz
harmless from and against any losses, claims, damages or
liabilities (or actions, including security holder actions, in
respect thereof) related to or arising out of Furman Selz'
engagement hereunder or its role in connection herewith, and will
reimburse Furman Selz for all expenses (including counsel fees)
as they are incurred by Furman Selz in connection with
investigating, preparing for or defending any such action or
claim, whether or not in connection with pending or threatened
litigation in which Furman Selz is a party.  The Company will
not, however, be responsible for any claims, liabilities, losses,
damages or expenses which are finally judicially determined to
have resulted primarily from the willful misconduct or gross
negligence of Furman Selz.  The Company also agrees that Furman
Selz shall not have any liability (whether direct or indirect, in
contract or tort or otherwise) to the Company for or in
connection with such engagement, except for any such liability
for losses, claims, damages, liabilities or expenses incurred by
the Company that result primarily from the willful misconduct or
gross negligence of Furman Selz.  In the event that the foregoing
indemnity is unavailable (except by reason of the willful
misconduct or gross negligence of Furman Selz) or insufficient,
then the Company shall contribute to amounts paid or payable by
Furman Selz in respect of its losses, claims, damages and
liabilities in such proportion as appropriately reflects the
relative benefits received by, and fault of, the Company and
Furman Selz in connection with the matters as to which such
losses, claims, damages or liabilities relate and other equitable
considerations; provided, however, that in no event shall the
amount to be contributed by Furman Selz exceed the amount of the
fee actually received by Furman Selz.  The foregoing shall be in
addition to any rights that Furman Selz or any other indemnified
person may have at common law or otherwise and shall extend to
and inure to the benefit of any director, officer, employee,
agent or controlling person of Furman Selz.  The Company hereby
consents to personal jurisdiction, service and venue in any court
in which any claim which is subject to this agreement is brought
against Furman Selz or any other person entitled to
indemnification or contribution hereunder.

     7.   This Agreement may not be amended or modified except in
writing and shall be governed by and construed in accordance with
the laws of the State of New York.

     8.   Please confirm that the foregoing is in accordance with
your understandings and agreements with Furman Selz by signing
and returning to us the duplicate of this letter enclosed
herewith.

                              Very truly yours,

                              FURMAN SELZ LLC



                              By  /s/ Michael N. Garin          
                                   Michael N. Garin
                                   Senior Managing Director

CONFIRMED AND AGREED:

FOOD COURT ENTERTAINMENT, INC.



By  /s/ James N. Perkins     
     James N. Perkins
     President and Chief Executive
     Officer