Exhibit 10.7







                     EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN

                                  M.G.A., INC.

                                       AND

                                JEFFREY S. STUBBS

                                      DATED

                                NOVEMBER 30, 1999








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<PAGE>




                                TABLE OF CONTENTS

                         EXECUTIVE EMPLOYMENT AGREEMENT


PARAGRAPH                                                               PAGE NO.
---------                                                               --------
    1.       Background                                                     3
    2.       Definitions                                                    3
    3.       Employment                                                     6
    4.       Responsibilities                                               6
    5.       Non-Stock Compensation and Reimbursements                      7
    6.       [Intentionally Left Blank]                                     9
    7.       [Intentionally Left Blank]                                     9
    8.       Termination                                                    9
    9.       Proprietary Information                                       10
    10.      Covenant Not To Compete                                       11
    11.      Severability                                                  11
    12.      Attorneys' Fees                                               11
    13.      Headings                                                      11
    14.      Notices                                                       11
    15.      General Provisions                                            11
    16.      Entire Agreement                                              12



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                         EXECUTIVE EMPLOYMENT AGREEMENT


                   This  EXECUTIVE  EMPLOYMENT  AGREEMENT (the  "Agreement")  is
entered  into this 30th day of  November,  1999 by and between  M.G.A.,  INC., a
Delaware corporation with its principal offices at 739 West Main Street, Dothan,
Alabama 36301 (the "Company") and JEFFREY S. STUBBS ("Employee"), an individual,
whose address is 118 Stonegate  Drive,  Headland,  Alabama  36345,  and shall be
effective on the Effective Date, as defined below.

                   NOW,  THEREFORE,  in  consideration  of the  premises and the
mutual  covenants and  agreements of the parties  hereto,  the parties do hereby
covenant and agree as follows:

                   1. Background.

                      A. The  Company  is  engaged  in the  business  of owning,
managing, and operating video specialty stores.

                      B. The Company  desires to secure and retain the  services
of Employee in the office of Senior Vice President - Store Operations,  and such
services  are  considered  by the  Company  to be  valuable  with  regard to the
business of owning, managing and operating video specialty stores.

                      C. Employee  desires to accept full and active  employment
with the Company in accordance with the terms and conditions herein set forth.

                   2. Definitions.

                  As used in this Agreement, the following terms shall have the
meaning as set forth below, and the parties hereto agree to be bound by the
provisions hereof:

                      A. Area means the geographic area of the forty-eight  (48)
contiguous  continental  states of the United  States which is the area in which
operations  are performed,  supervised,  or assisted in by Employee on behalf of
the Company,  both as of the date hereof and as are  anticipated to be conducted
throughout the Term.

                      B. Board of Directors  means the Board of Directors of the
Company.

                      C. Change of Control  means the  occurrence  of any of the
following events:

                         (i) Merger or  consolidation  where the  Company is not
the  consolidated,  continuing  or  surviving  company,  and  the  surviving  or
resulting  company does not expressly agree to be bound by and have the benefits
of  the  provisions  of  this  Agreement,   Employee's   corporate  position  is
eliminated,   or  the  scope  of  Employee's  position  or  responsibilities  is
materially changed;

                         (ii) Transfer of all or substantially all of the assets
or stock of the Company,  and the  transferee of the  Company's  assets or stock
does not expressly  agree to be bound by and have the benefits of the provisions
of this Agreement,  Employee's corporate position is eliminated, or the scope of
Employee's position or  responsibilities is materially changed;



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                         (iii)  Change in control  of  Company of a nature  that
would be required  to be  reported  in response to Item 6(e) of Schedule  14A of
Regulation  14A  promulgated  under the  Securities  Exchange  Act of 1934 as in
effect on the date thereof, and any person or persons acting in concert (as such
term is used in Section  13(d) and 14(d)(2) of the  Exchange  Act) is or becomes
the  beneficial  holder  directly or  indirectly  of  securities  of the Company
representing  fifty  percent  (50%)  or more of the  combined  voting  power  of
Company's then outstanding securities,  and the Employee's corporate position is
eliminated,   or  the  scope  of  Employee's  position  or  responsibilities  is
materially changed; or

                         (iv) Discontinuation of the business by Company.

                      D.  Chief  Executive  Officer  means the  Chief  Executive
Officer of the Company from time to time.

                      E. Company means  M.G.A.,  Inc.,  its parent  corporation,
Movie Gallery, Inc., and successors.

                      F.  Constructive  Termination  means a termination of this
Agreement  resulting  from any  material  failure by the  Company to fulfill its
obligations  under this  Agreement  which is not cured  within  thirty (30) days
after  receipt of written  notice by the Company from  Employee  specifying  the
nature of the failure, which failure shall include, but shall not be limited to,
(a) removal of  Employee  during the Term,  other than  removal as a result of a
Termination  With Cause or a Voluntary  Termination,  as Senior Vice President -
Store  Operations  of the Company or any  material  change by the Company in the
functions,  duties or responsibilities of Employee during the Term from those in
which  Employee was engaged as Senior Vice  President - Store  Operations of the
Company on the Effective Date, without the consent of Employee,  (b) a material,
non-voluntary  reduction in  Employee's  Base Salary and  eligibility  for bonus
amounts, or (c) the occurrence of a Change of Control.  Constructive Termination
shall  occur only (A) after  receipt  by the  Company  of  written  notice  from
Employee specifying  Employee's  reasonable belief that an event of Constructive
Termination has occurred,  as defined herein,  and (B) if Employee provides such
notice to the Company and the Board of  Directors  within  sixty (60) days after
the date of such event.

                      G. Effective Date means October 18, 1999.

                      H. [Intentionally Left Blank]

                      I.  Initial  Term means the basic term of this  Agreement,
which shall be twelve (12) months, beginning on the Effective Date and ending on
the date which is twelve (12) months following the Effective Date.

                      J.  Permanent   Disability  means  a  physical  or  mental
condition  which renders  Employee  incapable of performing  his regular  duties
hereunder  for a period of one hundred  twenty (120)  consecutive  days.  In the
event  of any  disagreement  between  Employee  and the  Company  as to  whether
Employee is suffering from Permanent Disability, the determination of Employee's
Permanent  Disability  shall  be made by one or more  board  certified  licensed
physicians  practicing  the  specialty  of  medicine  applicable  to  Employee's
disorder in accordance  with the provisions of this  Subsection J. If either the
Company or Employee desires to initiate the procedure  provided in this Section,
such party (the  "Initiating  Party") shall deliver  written notice to the other
party  (the  "Responding  Party")  in  accordance  with the  provisions  of this
Agreement specifying that the Initiating Party desires to proceed with a medical
examination  and the  procedures  specified in this  Section.  Such notice shall
include the name,  address and telephone number of the physician selected by the


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Initiating party (the "Disability  Examination Notice"). If the Responding Party
fails within  thirty (30) days after the receipt of the  Disability  Examination
Notice to designate a physician  meeting the  standards  specified  herein,  the
physician  designated  by the  Initiating  Party in the  Disability  Examination
Notice shall make the determination of Permanent  Disability as provided in this
Section. If the Responding Party by written notice notifies the Initiating Party
within thirty (30) days of the receipt by the Responding Party of the Disability
Examination Notice by notice specifying the physician selected by the Responding
Party  for  purposes  of this  Section,  then each of the two  physicians  as so
designated by the respective  parties shall each examine Employee.  Examinations
shall be made by each such physician within thirty (30) days of such physician's
respective  designation.  Each  physician  shall  render a written  report as to
whether  Employee  is,  in  such  physician's   opinion,   suffering   Permanent
Disability.  If the two physicians  agree on the status of Employee for purposes
of this Section,  such determination shall be conclusive and dispositive for all
purposes of this Section. If the two physicians cannot agree, the two physicians
shall jointly select a third physician  meeting the standards  specified in this
Section  within thirty (30) days after the later report of the two physicians is
submitted.  The third  physician  shall render a written report on the status of
Employee  within  thirty  (30)  days of  selection  and  such  report  shall  be
dispositive  for purposes of this  Section.  For purposes of this  Subsection J,
Employee agrees that he shall promptly submit to such  examinations and tests as
such physicians shall reasonably  request for purposes of making a determination
of Permanent Disability as provided herein. Failure or refusal of the Company to
designate a licensed  physician to make a determination of Permanent  Disability
as  required  in  accordance  with this  Section or of Employee to submit to the
examination as required by this Section shall constitute a conclusive  admission
by the Company or Employee,  as  appropriate,  that Employee is suffering from a
Permanent Disability as provided herein.

                      K. Renewal Term means the period,  if any,  following  the
Initial Term during which the Agreement is extended as set forth in Section 8B.

                      L. [Intentionally Left Blank]

                      M. Severance Amount shall have the meaning as set forth in
Section 5C.

                      N. Term means the Initial Term and any Renewal Term.

                      0. Termination Date means the following:  (a) with respect
to Termination With Cause,  thirty (30) days after the date the Company notifies
Employee  in  writing  of the  actions  described  in  Subsection  2P(i) and the
termination  of this Agreement  based thereon,  or the date which is thirty (30)
days after written notice of violation to Employee pursuant to Subsection 2P(ii)
not cured by Employee;  (b) with  respect to the death of Employee,  the date of
his death; (c) with respect to Termination Without Cause, thirty (30) days after
the date on which the  Company  gives  Employee  notice of  Termination  Without
Cause;  (d) with  respect to Voluntary  Termination,  thirty (30) days after the
date on which Employee unilaterally  terminates his employment relationship with
the Company; (e) with respect to the Permanent Disability of Employee,  the date
Employee is determined to be suffering from Permanent Disability, as provided in
Subsection 2J; and (f) with respect to Constructive Termination,  the date which
is thirty (30) days after the receipt by the Company of the notice  specified in
Subsection 2F.

                      P.  Termination  With Cause means the  termination of this
Agreement and the employment relationship of Employee with the Company, only for
the following:

                         (i)  Theft or  embezzlement  with  regard  to  material
property of the Company; or

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<PAGE>

                         (ii)  Continued  neglect by Employee in fulfilling  his
duties as Senior Vice President - Store Operations of the Company as a result of
alcoholism,   drug  addiction  or  nervous   breakdown,   intentional   neglect,
insubordination,  or  excessive  unauthorized  absenteeism  by  Employee,  after
written  notification  thereof  from the  Chief  Executive  Officer  or Board of
Directors,  setting forth in detail the matters involved, and Employee's failure
to cure the  problems or matters set forth in such  notice  within a  reasonable
time.

                      Q. Termination Without Cause means any of the following:

                         (i) A termination  by the Company of this Agreement and
the employment  relationship  of Employee with the Company during the Term which
is not a  Termination  With Cause,  a Voluntary  Termination  or a  Constructive
Termination,  including  the  expiration  of the Term as a result of the Company
electing  not to renew  this  Agreement  at the end of the  Initial  Term or any
Renewal Term.

                         (ii) Any  relocation  of Employee by the  Company,  not
agreed to in writing by the Employee (which must reference this Agreement), to a
location which is outside of a fifty (50) mile radius of Dothan, Alabama.

                      R. Triggering  Event means (i) a termination of Employee's
employment by the Company during the Term due to a Termination  Without Cause or
(ii) a Constructive Termination of Employee's employment with the Company.

                      S. Video  Business  means the  business  engaged in by the
Company in owning,  managing  and  operating  video  specialty  stores,  and all
ancillary services relating to the ownership,  management and operation of video
specialty stores.

                      T. Voluntary  Termination means unilateral  termination by
Employee of his employment  with the Company prior to the end of the Term and in
the absence of a Triggering  Event,  or as a result of Employee  electing not to
renew this Agreement at the end of the Initial Term or any Renewal Term.  Notice
by  Employee  to  the  Company  of a  failure  by the  Company  to  fulfill  its
obligations  under this Agreement  pursuant to Section 2F shall not constitute a
Voluntary Termination for purposes of this Agreement.

                   3. Employment.  The Company,  through its Board of Directors,
agrees to  employ  Employee  in the  office of  Senior  Vice  President  - Store
Operations  of the  Company  for the Term,  and  Employee  agrees to accept such
employment and office upon the terms and conditions set forth herein.

                   4.  Responsibilities.  Pursuant to this  Agreement,  Employee
shall assume the  responsibilities,  perform the duties, and exercise the powers
as Senior Vice President - Store Operations of the Company,  as set forth in the
Bylaws  of the  Company  or as  designated,  assigned  or set forth by the Chief
Executive   Officer   or   Board   of   Directors   and   consistent   with  the
responsibilities,  duties  and  powers  exercised  by  Employee  as Senior  Vice
President - Store  Operations of the Company as of the  Effective  Date and such
other duties as may be assigned from time to time by the Chief Executive Officer
or Board of Directors.  The Employee  agrees to devote his full time and efforts
to the performance of his duties as Senior Vice President - Store  Operations of
the Company.  The Employee  agrees that he will not engage in any other  gainful
occupation during the term of this Agreement,  without the prior written consent
of the Company. Nothing contained herein shall be construed, however, to prevent
the Employee from personal  business,  charitable and  professional  activities,
from trading,  for his own account and benefit,  in stocks,  bonds,  securities,
real estate,  commodities,  or other forms of  investments.  Employee  agrees to
comply with the Company's  policies,  rules and regulations as determined by the
Board of Directors.

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                   5. Non-Stock  Compensation  and  Reimbursements.  The Company
shall pay, and Employee agrees to accept,  as partial  compensation for services
to be rendered hereunder during the Term, the remuneration described below:

                      A. Annual  Salary.  The Company  shall pay Employee a base
annual salary as of the Effective  Date of One Hundred  Twenty Five Thousand and
No/100 Dollars ($125,000.00) per year ("Base Salary"), subject to such increases
as the Board of Directors in its sole discretion deems appropriate in accordance
with the Company's customary  procedures regarding the salaries of its executive
officers.  The Base Salary shall be payable  according to the customary  payroll
practices of the Company, but in no event less frequently than monthly.

                      B. Bonuses. During the Term, Employee shall be entitled to
participate in the Company's annual salaried employee bonus program,  as amended
from time to time by the Board of Directors.  Under the current  bonus  program,
Employee  shall be eligible to receive  bonuses of up to forty  percent (40%) of
Base Salary.  Such bonuses are based on individual  performance  versus  defined
objectives and a corporate  performance  multiplier.  During the Term,  Employee
shall be entitled to  participate  in other  incentive  and/or  bonus,  cash and
equity  compensation  plans of the  Company  which  provide  benefits  to senior
officers, as determined by the Board of Directors of the Company.

                      C. Severance Payments and Agreements.

                         (i) Upon the occurrence of a Triggering Event, Employee
shall be deemed to have earned the Severance  Amount,  as defined below,  on the
effective date of the Triggering Event. The obligation of the Company under this
Subsection  5C(i) shall take the place of any other  obligations  of the Company
under this Section 5 to pay to Employee  for the balance of the Term  Employee's
then Base Salary pursuant to Subsection 5A.

                         (ii) For purposes of this Agreement, the term Severance
Amount shall mean the following: (a) if a Triggering Event occurs as a result of
a Constructive Termination in connection with a Change of Control, the Severance
Amount  shall be an amount  equal to one and one half (1 1/2)  times  Employee's
Base Salary; (b) if a Triggering Event (other than a Constructive Termination in
connection with a Change of Control) occurs within one hundred eighty (180) days
prior or subsequent to the date of a Change of Control, or is in any way related
to, results from,  arises out of, or is in connection  with a Change of Control,
the Severance  Amount shall be an amount equal to one and one half (1 1/2) times
Employee's  Base Salary;  or (c) if a Triggering  Event  otherwise  occurs,  the
Severance  Amount  shall be an  amount  equal to one (1) times  Employee's  Base
Salary.

                         (iii) If the Severance  Amount payable pursuant to this
Section is an amount  equal to one and  one-half (1 1/2) times  Employee's  Base
Salary,  then the Severance  Amount shall be paid within thirty (30) days of the
date of the Triggering Event.  Otherwise,  the Severance Amount payable pursuant
to this Section  shall be paid over the twelve (12) month period  following  the
Triggering Event according to the Company's  payroll practices and procedures in
effect  at the time of the  Triggering  Event.

                         (iv) Upon the occurrence of a Triggering Event, any and
all stock  options to purchase  shares of the  Company's  Common Stock which are
held by Employee shall become one hundred  percent (100%) vested and immediately
exercisable as of the date of such Triggering Event, and shall be exercisable by
the Employee over the balance of the remaining stated term of such stock options
(which  term shall be the term  applicable  to the  Employee  in the  absence of
termination of employment), notwithstanding any provision contained in the stock
option agreement to the contrary.

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                         (v) [Intentionally Left Blank]

                         (vi)  Any  controversy  or  claim  arising  out  of  or
relating to whether termination of Employee's  employment is due to a Triggering
Event,  or  is  a  Termination  With  Cause,  a  Termination  Without  Cause,  a
Constructive Termination or a Voluntary Termination as provided herein, shall be
settled by  arbitration  in accordance  with the  Commercial  Arbitration  Rules
("Rules") of the American Arbitration Association ("AAA").  Arbitration shall be
initiated  by a party by giving  notice in the  manner  set forth  herein to the
other  party of its  intention  to  arbitrate,  which  notice  shall  contain  a
statement setting forth the nature of the dispute,  the amount claimed,  if any,
and the remedy sought.  The initiating party shall then file a copy or copies of
the notice as set forth under the Rules.  Dothan,  Alabama shall be the location
where the  arbitration  is held.  The parties shall agree upon and appoint three
(3)  arbitrators  in  accordance  with the Rules within  thirty (30) days of the
effective date of notice of  arbitration;  however,  if the parties fail to make
such  designation  within thirty (30) days, the AAA shall make the  appointment.
The  determinations  of such  arbitrators  will be final  and  binding  upon the
parties  to the  arbitration,  and  judgment  upon  the  award  rendered  by the
arbitrators may be entered in any such court having jurisdiction, or application
may be made to such court for a judicial acceptance of the award and an order of
enforcement,  as the case may be. The  arbitrators  shall  apply the laws of the
State of Alabama as to both substantive and procedural questions.

                      D. Car Allowance. The Company shall pay Employee a monthly
car allowance payable monthly in advance in accordance with customary  practices
of the Company of not less than Five Hundred and No/100  Dollars  ($500.00)  per
month.

                      E. Insurance and Benefits.

                         (i)  Employee  shall be entitled to  participate  in or
receive benefits under all employee and executive  benefit plans or arrangements
and  perquisites  of  employment,   including,   without  limitation,  plans  or
arrangements  providing  for  health and  disability  insurance  coverage,  life
insurance for the benefit of Employee's beneficiaries, deferred compensation and
pension benefits, and personal financial,  investment,  legal or tax advice, all
at the highest  level that is  available  through  the  Company to other  senior
officers of the  Company  subject to the same terms and  conditions  as apply to
such other senior officers.

                         (ii)  Employee   shall  be  entitled  to  all  holidays
recognized  by the Company and  vacation  time for not less than three (3) weeks
per year plus such  additional time as is available under the vacation policy of
the  Company  in effect  for  senior  officers  with  continuing  payment of all
compensation  as set forth herein.  Employee  shall be reimbursed by the Company
for all expenses  incurred on behalf of the Company in accordance  with the then
current  reimbursement  policies of the Company.  Nothing paid to Employee under
any plan, arrangement or perquisite presently in effect or made available in the
future  shall be deemed to be in lieu of the  salary and other  compensation  or
payments paid or payable to Employee under this Agreement.

                         (iii)  In the  event  of a  termination  of  Employee's
employment  with the Company as a result of or in  connection  with a Triggering
Event, and Employee elects under COBRA to continue his individual  and/or family
group  health  coverage,  then for a twelve  (12)  month  period  following  the
Termination  Date, the Company shall pay Employee (on a monthly basis) an amount
equal to the actual premium cost to Employee for such continuation coverage.

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                      F. [Intentionally Left Blank]

                   6. [Intentionally Left Blank]

                   7. [Intentionally Left Blank]

                   8. Termination.

                      A. This  Agreement will commence on the Effective Date and
shall continue during the Initial Term.

                      B. In addition to the Initial Term,  this Agreement  shall
be renewed for  additional one (1) year periods (the  "Renewal"),  ad infinitum,
unless either party gives notice of  non-renewal at least thirty (30) days prior
to the expiration of the Initial Term or the then current Renewal Term.

                      C. During the Term,  the Company or Employee may terminate
this Agreement,  subject to the terms, conditions and obligations hereof, by any
of the following events:

                         (i)  Mutual  written  agreement  expressed  in a single
document signed by both the Company and Employee;

                         (ii) Voluntary Termination by Employee;

                         (iii) Death of Employee;

                         (iv) Termination Without Cause;

                         (v) Termination With Cause;

                         (vi) Constructive Termination; or

                         (vii) Permanent Disability.

                   Upon termination for any of the foregoing  reasons,  Employee
shall continue to render services and shall be paid his Base Salary and benefits
up to the  Termination  Date. In the event of such  termination,  this Agreement
shall be deemed  terminated  for all  purposes,  except to the extent  otherwise
herein provided.

                      D. The  obligations  of  Employee  under  Sections 8 and 9
shall survive  termination or expiration of this  Agreement.  The obligations of
the Company under Section 8, and those obligations under Section 5 that by their
terms are to be paid or to continue after  termination of this Agreement,  shall
also survive such termination.

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                   9. Proprietary Information.

                      A.  In  performance  of  services  under  this  Agreement,
Employee may have access to:

                         (i) information which derives economic value, actual or
potential,   from  not  being   generally   known  to,  and  not  being  readily
ascertainable  by proper means by, other persons who can obtain  economic  value
from its  disclosure  or use, and is the subject of efforts that are  reasonable
under the circumstances to maintain its secrecy  (hereinafter "Trade Secrets" or
"Trade Secret"); or

                         (ii) information  which does not rise to the level of a
Trade  Secret,  but is valuable to the Company  and  provided in  confidence  to
Employee (hereinafter "Confidential Information").

                      B. Employee  acknowledges and agrees with respect to Trade
Secrets  and  Confidential  Information  provided  to or  obtained  by  Employee
(hereinafter collectively the "Proprietary Information"):

                         (i)  that  the  Proprietary  Information  is and  shall
remain the exclusive property of the Company;

                         (ii) to use the Proprietary Information exclusively for
the purpose of fulfilling the obligations under this Agreement;

                         (iii) to return the  Proprietary  Information,  and any
copies  thereof,  in his  possession  or under his control,  to the Company upon
request of the Company,  or expiration or  termination of this Agreement for any
reason; and

                         (iv) to hold the Proprietary  Information in confidence
and not to copy,  publish,  or  disclose  to others or allow any other  party to
copy, publish,  or disclose to in any form, any Proprietary  Information without
the prior written approval of an authorized representative of the Company.

                      C. The  obligations  and  restrictions  set  forth in this
section 9 shall survive  expiration or  termination of this  Agreement,  for any
reason, and shall remain in full force and effect as follows:

                         (i)  as  to  Trade   Secrets,   for  so  long  as  such
information remains subject to protection under applicable law;

                         (ii) as to  Confidential  Information,  for a period of
five (5) years after expiration or termination of this Agreement for any reason.

                      D. The  obligations  set forth in this Section 9 shall not
apply  or  shall  terminate  with  respect  to  any  particular  portion  of the
Proprietary Information which:

                         (i)  was  in   Employee's   possession,   free  of  any
obligation of confidence,  prior to his receipt of the Confidential  Information
from the Company;


                         (ii) is in the  public  domain at the time the  Company
communicates  it to  Employee,  or becomes  available  to the public  through no
breach of this Agreement by Employee; or

                         (iii) is received by Employee independently and in good
faith from a third party lawfully in possession thereof and having no obligation
to keep such information confidential.

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                   10.  Covenant  Not To Compete.  Employee  hereby  agrees that
during  the  term  hereof,  and for a period  of one (1)  year  from the date of
expiration or termination of this Agreement for any reason, and within the Area,
Employee will not:

                      A.  compete  with the  Company in the Video  Business,  or
engage in or carry on the Video  Business,  directly or indirectly,  through any
person or entity,  or in any capacity,  including,  without  limitation,  agent,
lender,  trustee,  consultant,  shareholder,  director,  officer,  employee,  or
partner;

                      B. be employed  by, or perform any  services as  employee,
consultant,  or otherwise  for, any person,  firm,  partnership,  joint venture,
corporation  or other  entity  that  competes  with  the  Company  in the  Video
Business, or that is engaged in the Video Business within the Area;

                      C. employ, solicit for employment,  or advise or recommend
to any other person or entity that such person or entity employ,  or solicit for
employment, any employee of the Company; or

                      D. deal with,  invest in (other than as a  stockholder  of
less than one  percent  (1%) of the issued and  outstanding  stock of a publicly
traded  corporation having assets in excess of  $25,000,000.00),  lend money to,
guarantee  loans of, make gifts to,  advise,  or by any other  means  assist any
other person or entity that competes with the Company, or that is engaged in the
Video Business within the Area.

                   11. Severability.  If any provision of this Agreement is held
to be invalid or  unenforceable  by any court of  competent  jurisdiction,  such
holdings  shall not affect the  enforceability  of any other  provision  of this
Agreement, and all other provisions shall continue in full force and effect.

                   12.  Attorneys' Fees. If a dispute between the parties arises
in connection with this Agreement,  the prevailing  party as determined  through
arbitration  or final  judgment  of a court  of  competent  jurisdiction  (which
arbitration  or judgment is not subject to further  appeal due to the passage of
time or otherwise) shall be entitled to  reimbursement  from the other party for
reasonable  attorneys'  fees and expenses  incurred by the  prevailing  party in
connection with the resolution of the dispute.

                   13. Headings.  The headings of the several paragraphs in this
Agreement are inserted for convenience of reference only and are not intended to
affect the meaning or interpretation of this Agreement.

                   14. Notices.  All notices,  consents,  requests,  demands and
other  communications  hereunder shall be in writing and shall be deemed to have
been  duly  given or  delivered  if (i)  delivered  personally;  (ii)  mailed by
certified mail, return receipt requested,  with proper postage prepaid; or (iii)
delivered by recognized  courier  contracting  for same day or next day delivery
with signed receipt  acknowledgment to the Company at its principal offices,  or
to Employee at the address last shown on the records of the Company,  or at such
other  address as the parties  hereto may have last  designated by notice to the
other party. Any item delivered  personally or by recognized courier contracting
for same day or next day  delivery  shall  be  deemed  delivered  on the date of
delivery.  Any item mailed  shall be deemed to have been  delivered  on the date
evidenced on the return receipt.

                   15. General  Provisions.  This Agreement shall be governed by
and construed  under the laws of the State of Alabama,  without giving effect to
its conflict of law  principles.  The terms of this  Agreement  shall be binding
upon and inure to the  benefit of the Company and its  successors  and  assigns.
Neither party may assign his or its rights and obligations  under this Agreement
to any other party.

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<PAGE>


                   16.  Entire  Agreement.  This  Agreement  contains the entire
agreement between the parties hereto,  and except as otherwise  provided in this
Agreement,  supersedes and cancels all previous and contemporaneous  written and
oral agreements,  including all prior employment  agreements between the Company
and Employee and  amendments  thereto.  No  amendment  or  modification  of this
Agreement shall be valid or binding unless in writing and signed by the party to
be bound.

                   IN WITNESS  WHEREOF,  the parties  hereto have affixed  their
seals and executed this Agreement effective as of the date first above written.



                                    COMPANY:

ATTEST:                             M.G.A., INC.


 /s/ S. Page Todd                   By:  /s/ J. T. Malugen
-------------------------                -----------------------
Secretary                                J. T. Malugen
                                    Its: Chief Executive Officer
                                         -----------------------
                                    Date: January 3, 2000
                                          ---------------



                                    EMPLOYEE:


/s/ S. Page Todd                    /s/ Jeffrey S. Stubbs
------------------------            -------------------------------
Witness                             Jeffrey S. Stubbs, Individually
                                    Date: December 22, 1999
                                          -----------------







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