Exhibit 10.7



                     EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN

                                  M.G.A., INC.

                                       AND

                                  S. PAGE TODD

                                      DATED

                               NOVEMBER 14, 1997








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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.                Stock Based Compensation                         9
       7.                [Intentionally Left Blank]                       9
       8.                Termination                                     10
       9.                Proprietary Information                         10
      10.                Covenant Not To Compete                         11
      11.                Severability                                    12
      12.                Attorneys' Fees                                 12
      13.                Headings                                        12
      14.                Notices                                         12
      15.                General Provisions                              13
      16.                Entire Agreement                                13




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                         EXECUTIVE EMPLOYMENT AGREEMENT


              This EXECUTIVE  EMPLOYMENT  AGREEMENT (the "Agreement") is entered
into this 14th day of  November,  1997 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 S. PAGE TODD ("Employee"), an individual, 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,  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  has  been  serving  as  Senior  Vice   President,
Secretary and General Counsel of the Company,  and Employee  desires to continue
in the full and active  employ of 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  during the Term 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,  authority,  duties or  responsibilities  is
materially diminished;

                    (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,   authority,  duties  or  responsibilities  is  materially
diminished;

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<PAGE>

                    (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,   authority,  duties  or  responsibilities  is  materially
diminished; 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,  other than removal as a result of a  Termination  With
Cause or a  Voluntary  Termination,  as General  Counsel  of the  Company or any
material  change by the  Company in the  position  (including  status,  offices,
titles and reporting  requirements),  authority,  duties or  responsibilities of
Employee  during the Term from those in which  Employee  was  engaged as General
Counsel of the Company on the  Effective  Date,  without the written  consent of
Employee,  (b) a material,  non voluntary  reduction in  Employee's  Base Salary
and/or  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 November 14, 1997.

                 H. [Intentionally Left Blank]

                 I.  Initial Term means the period  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 General  Counsel 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 which ends prior to Employee  reaching the age of  sixty-five  (65)
years.

                    (ii) Any  relocation of Employee by the Company,  not agreed
to in writing by the  Employee  (which  must  reference  this  Agreement),  to a
location other than 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, Secretary and General
Counsel  of the  Company  for the Term,  and  Employee  agrees  to  accept  such
employment  and  office  upon the terms and  conditions  set forth  herein.  The
Company may promote or elevate  Employee to higher  offices or  positions in the
Company.
 
              4.  Responsibilities.  Pursuant to this Agreement,  Employee shall
assume the  responsibilities,  perform the duties,  and  exercise  the powers as
Senior Vice  President,  Secretary  and General  Counsel 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, Secretary and General Counsel 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,
Secretary and General  Counsel 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,


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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 Chief Executive Officer or Board of Directors.

              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,  subject  to such  increases  as the Board of
Directors (or the Compensation  Committee of 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 ("Base Salary"). The
Base  Salary  shall not be  reduced  after any such  increase  and the term Base
Salary as utilized in this Agreement shall refer to Base Salary as so increased.
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 quarterly salaried employee bonus program, pursuant
to which Employee  shall be eligible to receive  bonuses of up to twenty percent
(20%) of Base Salary.  Fifty percent (50%) of such bonus shall be  discretionary
with the Chief Executive  Officer of the Company,  and fifty percent (50%) shall
be based upon the  achievement  of corporate  earnings goals as set by the Chief
Executive Officer and Chief Financial  Officer of the Company.  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.

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                    (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 any 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.

                    (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 peer executive  officers of
the Company subject to the same terms and conditions as apply to such other peer
executive officers.

                    (ii) Employee  shall be entitled to all holidays  recognized
by the Company and paid  vacation  time in  accordance  with the most  favorable
plans, policies, programs and practices of the Company as in effect for Employee
at any  time  during  the  ninety  (90) day  period  immediately  preceding  the
Effective Date, or if more favorable to Employee,  as in effect generally at any
time  thereafter  with respect to other peer executive  officers of the Company,
but in no event less than three (3) weeks per year. 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


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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.

                 F.  Expenses.  During the Term,  Employee  shall be entitled to
receive prompt reimbursement for all reasonable  employment expenses incurred by
Employee  in  accordance  with  the  most  favorable  policies,   practices  and
procedures  of the Company in effect for  Employee at any time during the ninety
(90) day period  immediately  preceding the Effective Date or, if more favorable
to Employee, as in effect generally at any time thereafter with respect to other
peer executive officers of the Company.

                 G. Fringe Benefits. During the Term, Employee shall be entitled
to fringe  benefits in accordance with the most favorable  policies,  practices,
programs and procedures of the Company in effect for Employee at any time during
the ninety (90) day period immediately  preceding the Effective Date or, if more
favorable  to  Employee,  as in effect  generally  at any time  thereafter  with
respect to other peer executive officers of the Company.

                 H. Office and Support Staff. During the Term, Employee shall be
entitled  to an  office  or  offices  of a size and with  furnishings  and other
appointments,  and to exclusive  personal  secretarial and other assistance,  at
least equal to the most  favorable of the foregoing  provided to Employee by the
Company at any time during the ninety (90) day period immediately  preceding the
Effective Date or, if more favorable to Employee,  as provided  generally at any
time thereafter with respect to other peer executive officers of the Company.

              6. Stock  Based  Compensation.  In  addition  to the  remuneration
described in Section 5, upon the execution of this Agreement and pursuant to the
Movie Gallery,  Inc. 1994 Stock Plan, As Amended, the Company shall grant to the
Employee  non-qualified stock options to purchase One Hundred Thousand (100,000)
shares of the Company's  Common Stock,  at an exercise  price per share of three
and  seven-eighths  (3  7/8),  and  vesting  over a two  (2)  year  period  with
thirty-three   and  one-third   percent  (33  1/3%)  vesting   immediately   and
thirty-three  and  one-third  percent  (33 1/3%)  vesting on the first (1st) and
second (2nd) anniversary of the Effective Date.

              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.

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                 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.

              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;

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<PAGE>

                    (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 two (2)
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.

              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

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<PAGE>

                 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:

                    (a)   To the Company:
                          M.G.A., Inc.
                          739 West Main Street
                          Dothan, Alabama  36301
                          Attention: Joe T. Malugen

                    (b)   To Employee:
                          S. Page Todd
                          502 Santolina Road
                          Dothan, Alabama  36303

or at such other  address as the  parties  hereto  may have last  designated  by
notice to the other  parties.  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/ Dena M. Coffman                      By: /s/ Joe T. Malugen
---------------------                      --------------------------------   
Assistant Secretary                        Joe T. Malugen, Chairman and
                                           Chief Executive Officer

                                         Date: November 14, 1997


                                         EMPLOYEE:

 
/s/ Patricia S. Muench                   /s/ S. Page Todd
----------------------                   ----------------------------------
Witness                                  S. Page Todd, Individually

                                         Date: November 14, 1997




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