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Exhibit 10.1               Employment agreement with Mitch Gutkowski


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                                                                    Exhibit 10.1



                         EXECUTIVE EMPLOYMENT AGREEMENT




         THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into
as of October 25, 1999 (the "Effective Date"), by and between SELECT MEDIA
COMMUNICATIONS, INC., a New York corporation (the "Company"), and MITCH J.
GUTKOWSKI (the "Executive").

         IN CONSIDERATION of the mutual covenants and agreements hereinafter set
forth, the Company and Executive agree as follows:

         1.       Agreement Term.

                  The term of this Agreement shall be the period commencing on
the Effective Date and ending on the fifth anniversary thereof (the "Agreement
Term").

         2.       Employment.

                  a.       Employment by the Company. Executive agrees to be
                           employed by the Company for the Agreement Term upon
                           the terms and subject to the conditions set forth in
                           this Agreement. Throughout the Agreement Term,
                           Executive shall serve as the CEO/Chairman of the
                           Company.

                  b.       Performance of Duties. Throughout this Agreement
                           Term, Executive shall faithfully and diligently
                           perform his duties in conformity with the directions
                           of the Board of Directors of the Company (the
                           "Board"), consistent with his position as the
                           CEO/Chairman of the Company.

                  c.       Place of Performance. During the Agreement Term,
                           Executive shall be based at the Company's executive
                           offices in New York, New York.

         3.       Compensation.

                  a.       Base Salary. The Company agrees to pay to Executive a
                           base salary at the annual rate set forth below, or as
                           otherwise increased from time to time by the Board
                           (the "Base Salary"):

<TABLE>
<CAPTION>
                           YEAR OF AGREEMENT TERM            BASE SALARY
                           ----------------------            -----------
<S>                                                          <C>
                                      1                      $200,000
                                      2                      $300,000
                                      3                      $350,000
                                      4                      $400,000
                                      5                      $500,000
</TABLE>
<PAGE>   3
Base Salary shall be payable in installments consistent with the Company's
payroll practices.

                  b.       Annual Incentive Bonus. No later than the March 15th
                           following the end of each calendar year, the Company
                           shall pay a cash bonus to Executive equal to two
                           percent (2%) of the pre-tax net income for the
                           calendar year of the Company and its consolidated
                           subsidiaries, prior to reduction for such bonus (the
                           "Incentive Bonus"). The Incentive Bonus amount shall
                           be payable for an entire calendar year for each
                           calendar year that ends during the Agreement Term,
                           and for any other bonus period that is less than a
                           full calendar year, the Incentive Bonus shall be
                           determined with respect to the Company's net income
                           amounts for the entire calendar year multiplied by a
                           fraction, the numerator of which is the number of
                           calendar days in such period, and the denominator of
                           which is 365. Incentive Bonuses shall be paid in the
                           form of cash.

                  c.       Common Stock Award; Stock Options

                           i.       In recognition of past services rendered to
                                    the Company by Executive, the Company hereby
                                    grants to Executive (x) 2,000,000 shares
                                    (the "Grant Shares") of common stock of the
                                    Company, par value $.001 per share (the
                                    "Common Stock"), which grant shares shall
                                    vest on the first anniversary of the date
                                    hereof, and (y) options, which shall be
                                    fully vested, to purchase up to 1,500,000
                                    shares of common stock of the Company,
                                    exercisable at $3.50 per share prior to the
                                    fifth anniversary of the Effective Date (the
                                    "Option Shares" and together with the Grant
                                    Shares, the "Shares").

                           ii.      Executive acknowledges and agrees that the
                                    Shares have not been registered under the
                                    Securities Act of 1933, as amended (the
                                    "Act"), and are "restricted securities"
                                    within the meaning of Rule 144 promulgated
                                    under the Act, and will bear the following
                                    legend restricting their transferability:

                                    THE SHARES OF STOCK REPRESENTED BY THIS
                                    CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
                                    THE SECURITIES ACT OF 1933, AS AMENDED, OR
                                    ANY STATE SECURITIES LAWS. THE SHARES MAY
                                    NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
                                    TRANSFERRED OR OTHERWISE DISPOSED OF UNTIL
                                    THE HOLDER HEREOF PROVIDES EVIDENCE
                                    SATISFACTORY TO THE ISSUER (WHICH, IN THE
                                    DISCRETION OF THE ISSUER, MAY INCLUDE AN
                                    OPINION OF COUNSEL, SATISFACTORY TO THE
                                    ISSUER) THAT SUCH OFFER, SALE, PLEDGE,


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                                    TRANSFER OR OTHER DISPOSITION WILL NOT
                                    VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

                  iii.     Executive acknowledges that the Shares must be held
                           indefinitely unless subsequently registered under the
                           Act or an exemption from such registration is
                           available. Executive is aware of the provisions of
                           Rule 144 promulgated under the Act, which permit the
                           limited resale of shares subject to the satisfaction
                           of certain conditions, including, among other things,
                           the existence of a public market for the shares, the
                           availability of certain current public information
                           about the Company, the resale occurring not less than
                           one (1) year after a party has received the security
                           to be sold and provided the consideration in exchange
                           therefor, the sale being effected through "broker's
                           transaction" or in transactions directly with a
                           "market maker" (as provided by Rule 144(f)) and the
                           number of shares being sold during any three (3)
                           month period not exceeding specified limitations.

                  iv.      Pursuant to this Agreement, Executive has been issued
                           the Grant Shares and options to purchase an
                           additional 1,500,00 shares of common stock, for an
                           aggregate of 3,500,000 shares of common stock
                           (collectively, the "Executive Shares").

                           (1)      Protection Against Dilution. If the Company
                                    shall at any time during the term of this
                                    Agreement: (i) declare or pay to the holders
                                    of Common Stock a dividend payable in any
                                    kind of shares of stock of the Company; or
                                    (ii) change or divide or otherwise
                                    reclassify its Common Stock into the same or
                                    different number of shares with or without
                                    par value, or into shares of any class or
                                    classes; or (iii) consolidate or merge with,
                                    or transfer all or substantially all of its
                                    property to, any other affiliated
                                    corporation; or (iv) make any distribution
                                    of its assets to holders of its Common Stock
                                    as a liquidation or partial liquidation
                                    dividend or by way or return of capital,
                                    with the result that the number of Executive
                                    Shares shall represent less than 15% of the
                                    number of fully-diluted shares of Common
                                    Stock of the Company, then, Executive shall
                                    receive such additional shares of Common
                                    Stock, or such reclassified shares of Common
                                    Stock of the Company, or such shares or
                                    securities or assets of the entity resulting
                                    from such consolidation or merger or
                                    transfer of such assets of the Company, as
                                    are necessary for the number of shares of
                                    Common Stock held by Executive to be equal
                                    to 15% of the fully-diluted shares of Common
                                    Stock of the Company (after giving effect to
                                    such issuance).


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                           (2)      If the Board of Directors of the Company
                                    shall (i) declare any dividend or other
                                    distribution with respect to the Common
                                    Stock, other than a cash dividend, (ii)
                                    offer to the holders of the shares of Common
                                    Stock any additional shares of Common Stock,
                                    any securities convertible into or
                                    exercisable for shares of Common Stock or
                                    any rights to subscribe thereto, or (iii)
                                    propose a dissolution, liquidation or
                                    winding up of the Company, the Company shall
                                    mail notice thereof to Executive not less
                                    than fifteen (15) days prior to the record
                                    date fixed for determining stockholders
                                    entitled to participate in such dividend,
                                    distribution, offer or subscription right or
                                    to vote on such dissolution, liquidation or
                                    winding up.

                           (3)      If at any time or from time to time the
                                    Company shall take any action affecting its
                                    Common Stock or any other capital stock of
                                    the Company, not otherwise described in any
                                    of the foregoing subsections of this Section
                                    3(c)(iv), then, if the failure to make any
                                    adjustment would, in the reasonable opinion
                                    of the members of the Board of Directors of
                                    the Company, have a materially adverse
                                    effect upon the rights of Executive, the
                                    number of shares of Executive Shares, shall
                                    be adjusted in such manner and at such time
                                    as the members of the Board of Directors of
                                    the Company may in good faith determine to
                                    be equitable under the circumstances.

                           (4)      Upon any adjustment or modification of the
                                    rights of the Executive in accordance with
                                    this Section 3(c)(iv), the Company shall
                                    promptly cause its Chief Financial Officer
                                    to provide a notice to the Executive setting
                                    forth such adjustment or modification, a
                                    brief statement of the facts requiring such
                                    adjustment or modification and the manner of
                                    computing the same.

                  v.       Piggyback Registrations.

                           (1)      Right to Piggyback. Whenever the Company
                                    proposes to register any of its securities
                                    under the Act and the registration form to
                                    be used may be used for the registration of
                                    the Shares (a "Piggyback Registration"), the
                                    Company shall give prompt written notice to
                                    Executive of its intention to effect such a
                                    registration and will include in such
                                    registration all Shares with respect to
                                    which the Company has received a written
                                    request by Executive for inclusion


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                                    therein within thirty (30) days after the
                                    receipt of the Company's notice.

                           (2)      Priority on Primary Registrations. If a
                                    Piggyback Registration is an underwritten
                                    primary registration on behalf of the
                                    Company, and the managing underwriters
                                    advise the Company in writing that in their
                                    opinion the number of securities requested
                                    to be included in such registration exceeds
                                    the number which can be sold in such
                                    offering without adversely affecting the
                                    marketability of the offering, the Company
                                    will include in such registration (x) first,
                                    the securities the Company proposes to sell,
                                    and (y) second, the Shares requested to be
                                    included in such registration, pro rata
                                    among the Executive and other holders of
                                    such registrable securities on the basis of
                                    the voting power of shares owned by
                                    Executive and each such other holder.

                  vi.      Demand Registration. In the event that this Agreement
                           is terminated for any reason prior to the third
                           anniversary of the date hereof, the Company shall,
                           upon the request of Executive, prepare and file
                           within ninety (90) days of Executive's request, a
                           registration statement with the Securities and
                           Exchange Commission covering the Executive Shares,
                           and shall use its best efforts to cause such
                           registration statement to become effective promptly.

4.       Benefits.

         a.       During the Agreement Term, Executive shall be entitled to (1)
                  vacations (taken consecutively or in segments), aggregating
                  four (4) weeks each fiscal year; (2) reasonable sick leave;
                  (3) participate in the Company's medical plan; and (4)
                  participate in any employee benefit plan or fringe benefits
                  program from time to time in effect for the benefit of any
                  employee, executive or officer of the Company.

         b.       It is expressly understood that the Company may in its
                  discretion from time to time modify any bonus, benefit or
                  other employee programs applicable to substantially all
                  employees who benefit from each program, including, without
                  limitation, terms of eligibility, benefit levels and other
                  terms and conditions, and that all such modifications shall be
                  binding on Executive.

         c.       Executive agrees that the Company shall withhold from any and
                  all payments required to be made to Executive pursuant to this
                  Agreement all federal, state, local and/or other taxes which
                  the Company determines are required to be withheld in
                  accordance with applicable statutes and/or regulations from
                  time to


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                  time in effect.


         d.       Automobile Allowance. The Company shall provide Executive with
                  an automobile allowance of $1,600 per month, and the Company
                  shall pay Executive's gasoline, insurance and maintenance
                  expenses for operating one automobile.

         e.       Travel and Entertainment Allowance. The Company shall provide
                  Executive with a travel and entertainment allowance of $2,000
                  per month. Executive shall not be required to account for, or
                  establish the reasonableness of, his travel and entertainment
                  expenses.

5.       Termination of Employment.

         a.       Ability to Terminate. Executive may terminate this Agreement
                  and his employment with the Company prior to the expiration of
                  the Agreement Term. The Company may also terminate this
                  Agreement and Executive's employment with the Company prior to
                  the expiration of the Agreement Term. In the event of a
                  termination of this Agreement by either Executive or the
                  Company, the termination payments provided in this Section 5
                  shall be the only payments that the Company shall be obligated
                  to make on account of or after such termination, except for
                  any benefits provided under any employee benefit plan of the
                  Company.

         b.       Termination for Good Reason or Without Cause. If Executive
                  terminates his employment with the Company for Good Reason, or
                  if the Company terminates Executive's employment with the
                  Company without Cause, Executive shall be entitled to the
                  following within thirty (30) days of such termination (or at
                  such other time provided below):

                  i.       his Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall be payable no later than the
                           March 15th following the calendar year of the
                           termination) and any other accrued and unpaid
                           Incentive Bonus amounts; plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement; plus

                  iv.      his annual Base Salary for the period between the
                           date of such termination


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                           and the expiration of the Agreement Term;

                  v.       the Incentive Bonus on account of the remaining
                           calendar year(s) within the Agreement Term after the
                           calendar year of the termination (which shall be
                           payable no later than the March 15th following the
                           applicable calendar year.

         c.       Termination For Cause. If the Company terminates Executive's
                  employment for Cause, Executive shall be entitled to the
                  following within thirty (30) days of the date of such
                  termination (or at such other time provided below):

                  i.       his Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall be payable no later than the
                           March 15th following the calendar year of the
                           termination); plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement; plus

                  iv.      his Base Salary for the period between the date of
                           such termination and either (x) the expiration of the
                           Agreement Term or (y) the second anniversary of the
                           date of such termination, whichever period is
                           shorter; plus

                  v.       the Incentive Bonus on account of either (x) the two
                           calendar years following the calendar year of such
                           termination or (y) the period prior to the expiration
                           of the Agreement Term, whichever period is shorter.

         d.       Disability. If the Company terminates Executive's employment
                  because of Executive's Disability, then the Company shall
                  provide the following to Executive within thirty (30) days of
                  the date of such termination (or at such other time provided
                  below):

                  i.       the Base Salary and any earned and unused vacation
                           accrued through the date of such termination; plus

                  ii.      the Incentive Bonus for the calendar year of the
                           termination (which shall be payable no later than the
                           March 15th following the calendar year of the


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                           termination) and any other accrued and unpaid
                           Incentive Bonus amounts; plus

                  iii.     any expenses that have not been reimbursed in
                           accordance with the terms of this Agreement.

         e.       Death. In the event of the death of Executive during the
                  Agreement Term, the Base Salary to which Executive is entitled
                  hereunder shall continue to be paid through the end of the
                  calendar year in which death occurs to the last beneficiary
                  designated by Executive pursuant to the last beneficiary
                  designated by Executive pursuant to Section 18 hereof, or,
                  failing such designation, to his estate. Upon payment of such
                  salary, the Company shall have no further obligations under
                  this Agreement.

         f.       No Mitigation. In the event of any termination of employment
                  under this Section 5, Executive shall be under no obligation
                  to seek other employment, and there shall be no offset against
                  amounts due to Executive under this Agreement on account of
                  any remuneration attributable to any subsequent employment
                  (including any self-employment) that he may obtain.

         g.       Definitions. For purposes of this Agreement, the following
                  terms shall have the following meaning:

                  i.       "Cause" shall mean (1) the failure of Executive to
                           perform his duties as defined in Section 2 above with
                           the Company or the breach of this Agreement by
                           Executive if the Company gives notice of such cause
                           and it remains uncured for ten (10) days following
                           such notice; (2) any act by Executive of fraud, theft
                           or dishonesty; (3) drug or alcohol abuse or related
                           behavior that impedes Executive's job performance or
                           brings Executive or the Company into disrepute in the
                           community; (4) misappropriation by Executive of funds
                           or any corporate opportunity; (5) a conviction or
                           affirmative finding by an appropriate administrative
                           agency that Executive is guilty of a felony or a
                           misdemeanor involving moral turpitude (or a plea of
                           nolo contendere thereto); (6) acts by Executive
                           attempting to secure or securing any personal profit
                           not fully disclosed to and approved by the Board of
                           the Company in connection with any transaction
                           entered into on behalf of the Company; (7) gross,
                           willful or wanton negligence or misconduct by
                           Executive; or (8) any act or omission that the Board
                           of Directors reasonably believes to be harmful to the
                           Company, or any affiliate thereof.

                  ii.      "Disability" shall mean any physical or mental
                           disability or incapacity which continues for ninety
                           (90) consecutive days or an aggregate period of


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                           more than one hundred eighty (180) days in any twelve
                           (12) month period and which shall render Executive
                           incapable of performing the services required of him
                           by the Company. Disability benefits, if any, due
                           under applicable plans and programs of the Company
                           shall be determined under the provision of such plans
                           and programs.

                  iii.     "Good Reason" shall mean a material breach by the
                           Company of the terms of this Agreement, which breach
                           continues for thirty (30) days after written notice
                           thereof from Executive.

6.       Restrictive Covenant.

         a.       Pursuant to this Agreement, Executive has agreed to become an
                  Executive of the Company and to comply with the non-disclosure
                  provisions of Section 8 hereof. Executive recognizes and
                  acknowledges that he will be given access to certain of the
                  Company's confidential information, and has access to and
                  authority to develop relationships with customers of the
                  Company because of his position and status as an employee of
                  Company, which he would not otherwise attain. In consideration
                  of the foregoing, Executive agrees to comply with the terms of
                  this Section 6.

         b.       The restrains imposed by this Section 6 shall apply during any
                  period that Executive continues to receive payment of Base
                  Salary hereunder, and (i) for a period of one (1) year
                  thereafter (the "Restricted Period"). In the event that any
                  Court having jurisdiction should find that the Restricted
                  period is so long and/or the scope (distance)(as set forth
                  below) is so broad as to constitute an undue hardship on
                  Executive, then, in such event only, the Restricted Period and
                  area limitations shall be valid for the maximum time and area
                  for which they could be legally made and enforced.

         c.       During the Restricted Period, Executive shall not, as an
                  employee (other than of the Company or an affiliate of the
                  Company), the Company, stockholder, officer, director,
                  partner, consultant, advisor, proprietor, lender, provider of
                  capital or other ownership, operational or management
                  capacity, directly or indirectly, through any other person,
                  firm or corporation (i) solicit or hire any person who on the
                  date of Executive's termination is, or within the last three
                  (3) months of Executive's employment by the Company was, an
                  employee of the Company, or otherwise interfere with or
                  disrupt the employment relationship between the Company and
                  any employee, (ii) solicit or do business with (a) the
                  Company's customers with whom the Company did business while
                  Executive was employed under this Agreement or (b) individuals
                  or entities whom Executive met as a result of his position
                  with the Company while Executive was employed under this
                  Agreement, that results in competition with the Company, or
                  (iii) be associated in


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                  any way with any entity doing business in a 100-mile radius of
                  New York City that competes with the Company; provided,
                  however, that the foregoing restrictions shall not apply in
                  any way to Executive's interest in Izzy Entertainment, a
                  company in the business of producing and distributing popular
                  music.

         d.       Executive expressly recognizes and agrees that the restraints
                  imposed by this Section 6 are (i) reasonable as to time,
                  geographic limitation and scope of activity to be restrained;
                  (ii) reasonably necessary to the enjoyment by the Company for
                  the value of its assets and to protect its legitimate
                  interests; and (iii) not oppressive. Executive further
                  expressly recognizes and agrees that the restraints imposed by
                  this Section 6 represent a reasonable and necessary
                  restriction for the protection for the legitimate interests of
                  the Company, that the failure by Executive to observe and
                  comply with the covenants and agreements in this Section 6
                  will cause irreparable harm to the Company, that it is and
                  will continue to be difficult to ascertain the harm and
                  damages to the Company that such a failure by Executive would
                  cause, that the consideration received by Executive for
                  entering into these covenants and agreements is fair, that the
                  covenants and agreements and their enforcement will not
                  deprive Executive of his ability to earn a reasonable living
                  in the Company's industry or otherwise, and that Executive has
                  acquired knowledge and skills in his field that will allow him
                  to obtain employment without violating these covenants and
                  agreements.

7.       Indemnification.

         a.       The Company agrees that if Executive is or becomes a party, or
                  is threatened to be made party, to any threatened, pending or
                  completed action, suit or proceeding, whether civil, criminal,
                  administrative or investigative and whether brought by or in
                  the right of the Company or otherwise ("Proceeding"), by
                  reason of the fact that (whether before or after the Effective
                  Date) he is or was a director, officer or employee of the
                  Company or is or was serving at the request of the Company as
                  a director, officer, member, employee or agent of another
                  corporation, partnership, joint venture, trust or other
                  enterprise, including (without limitation) service with
                  respect to employee benefit plans, whether or not the basis of
                  such Proceeding is Executive's alleged action in an official
                  capacity while serving as a director, officer, member,
                  employee or agent, Executive shall be indemnified and held
                  harmless by the Company to the fullest extent legally
                  permitted or authorized by the Company's certificate or
                  articles of incorporation or by-laws (or other applicable
                  governing documents) or resolutions of the Board (or other
                  applicable governing body) or the stockholders of the Company
                  or, if greater, by the laws of the State of Delaware or any
                  other applicable state or organization or formation, against
                  all cost, expense, liability and loss (including, without
                  limitation, attorneys' fees, judgments, costs of appeal,
                  fines, excise taxes or penalties and


                                      -10-
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                  amounts paid or to be paid in settlement) reasonably incurred
                  or suffered by Executive in connection therewith, and such
                  indemnification shall continue as to Executive event if he has
                  ceased to be a director, member, employee or agent of the
                  Company or other entity and shall inure to the benefit of
                  Employee's heirs, executors and administrators. In this
                  Section 7, (i) each reference to "the Company" (other than for
                  the purpose of any notice) shall include, without limitation,
                  all entities that are subsidiaries and affiliates of the
                  Company, and (ii) all obligations of the Company shall be
                  joint and several as to all entities included in such
                  definition of "the Company". The Company shall pay or provide
                  such indemnification to Executive in connection with a
                  Proceeding within sixty (60) days after written request by
                  Executive for that indemnification. During that sixty (60) day
                  period, Executive shall have an opportunity to be heard and to
                  present evidence in connection with the consideration by the
                  Board of Directors, independent legal counsel, or
                  stockholders, as the case may be, of any findings required by
                  applicable law in connection with that indemnification
                  request. The Company shall also advance to Executive all
                  reasonable costs and expenses incurred by him (including,
                  without limitation, all reasonable fees and costs of counsel
                  selected by Executive, and all other indemnifiable liabilities
                  covered by this Section 7(a)) in connection with a Proceeding
                  within thirty (30) days after written request by Executive for
                  such advance. Such request shall include an undertaking by
                  Executive to repay the amount of such advance if it shall
                  ultimately be determined that he is not entitled to be
                  indemnified against such costs and expenses. In the event the
                  Company does not properly indemnify or advance expenses to
                  Executive in accordance with the terms of this Section
                  7(a)(including, without limitation, the time period set forth
                  above), Executive shall be entitled to bring an action or
                  proceeding against the Company in any state or federal court
                  or before a panel of arbitrators in accordance with Section 20
                  hereof, to enforce the Company's indemnification or
                  expense-advancement obligations, and (in either case)
                  Executive shall be reimbursed by the Company for the
                  reasonable costs and expenses (including, without limitation,
                  reasonable attorneys fees and costs) of any successful
                  enforcement of the Company's indemnification or
                  expense-advancement obligations.

         b.       Neither the failure of the Company (including, without
                  limitation, its board of directors, independent legal counsel
                  or stockholders) to have made any determination that
                  indemnification of Executive is proper because he has met the
                  applicable standard of conduct, nor a determination by the
                  Company (including, without limitation, its board of
                  directors, independent legal counsel or stockholders) that
                  Executive has not met such applicable standard of conduct,
                  shall create a presumption that Executive has not met the
                  applicable standard of conduct or shall be a defense to any
                  action or proceeding to enforce the Company's indemnification
                  or expense-advancement obligations. The Company shall have the
                  burden of proof in establishing that Executive has not met the


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                  applicable standard of conduct. Where Executive is entitled to
                  indemnification under this Section 7 for a portion of the
                  indemnifiable liabilities described in Section 7(a), but not
                  for the total amount of liabilities of that kind, the Company
                  shall nevertheless indemnify Executive for such portion of the
                  indemnifiable liabilities to which Executive is entitled.

         c.       Executive's rights provided in this Section 7 shall not be
                  exclusive of any other rights of indemnification or
                  advancement of expenses (or any similar rights) that Executive
                  may have against the Company or under any liability insurance
                  covering Executive.

         d.       The Company agrees to continue and maintain one or more
                  directors' and officers' liability insurance policies that
                  cover Executive (with reputable and financially sound
                  insurers) at a level that is commercially reasonable (in light
                  of the Company's business and the risks of litigation or
                  claims), and otherwise to the fullest extent the Company
                  provides such coverage for any of its other executive
                  officers.

         e.       Without limiting the generality of Section 7 hereof, the
                  rights of indemnity and advancement of expenses in favor of
                  Executive in this Section 7 shall continue and survive any
                  expiration or termination of this Agreement or Executive's
                  ceasing to be a director, officer, or employee of the Company.

8.       Assignability; Binding Nature.

         This Agreement shall be binding and inure to the benefit of the parties
and their respective successors, heirs (in the case of Executive) and permitted
assigns. No rights or obligations of the Company under this Agreement may be
assigned or transferred by the Company (including, without limitation, by
merger, consolidation, or other operation of law) 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 or surviving entity, or the sale or
liquidation of all or substantially all of the assets of the Company,, to one or
more entities that have the financial and other ability to perform the Company's
obligations under this Agreement; provided, however, that the assignee or
transferee is the successor to all or substantially all of the assets of the
Company and such assignee or transferee assumes the liabilities, obligations and
duties of the Company under this Agreement, either contractually or as a matter
of law. No rights or obligations of Executive under this Agreement may be
assigned or transferred by Executive other than his rights to compensation and
benefits, as provided in Section 15 below.

9.       Representations.

         The Company represents and warrants that it is fully authorized and
empowered to enter into this Agreement and that the performance of its
obligations under this Agreement will not


                                      -12-
<PAGE>   14
violate any agreement between it and any other person, firm or organization.
Executive represents that he knows of no agreement between him and any other
person, firm or organization that would be violated by the performance of his
obligations under this Agreement.

10.      Warranty.

         Executive does hereby warrant that he has not taken any action, and
covenants that during the Agreement Term, or the Restricted Period, as
applicable, he shall take no such action, that constitutes or will constitute a
breach of any agreement concerning confidential information and trade secrets,
confidentiality, solicitation or non-competition to which he is bound as a
party.

11.      Entire Agreement.

         This Agreement and the other agreements referenced herein contain the
entire understanding and agreement between the parties concerning the subject
matter hereof and supersede all prior agreements, understandings, discussions,
negotiations and undertakings, whether written or oral, between the parties with
respect thereto. Nothing in this Agreement impairs or otherwise adversely
affects any of Executive's rights to or under any stock option or stock
agreements with the Company (or any of its subsidiaries or affiliates) that are
in effect on or after the Effective Date.

12.      Amendment or Waiver.

         No provision of this Agreement may be amended unless such amendment is
agreed to in writing and signed by Executive and an authorized officer of the
Company (other than Executive). No waiver by either party of any breach by the
other part of any condition or provision contained in this Agreement to be
performed by such other party shall be deemed a waiver of a similar or
dissimilar condition or provision at the same or any prior or subsequent time.
Any waiver must be in writing and signed by Executive or an authorized officer
of the Company (other than Executive), as the case may be.

13.      Severability.

         In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part,
the remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

14.      Survivorship.

         The respective rights and obligations of the parties hereunder shall
survive any termination of the Executive's employment or the expiration of the
Agreement Term to the extent necessary to the intended preservation of such
rights and obligations.


                                      -13-
<PAGE>   15
15.      Beneficiaries/References.

         Executive shall be entitled, to the extent permitted under any
applicable law, to select and change a beneficiary or beneficiaries to receive
any compensation or benefit payable hereunder following Executive's death or
incompetence by giving the Company written notice thereof. In the event of
Executive's death or a judicial determination of his incompetence, reference in
this Agreement to Executive shall be deemed, where appropriate, to refer to his
beneficiary, estate or other legal representative.

16.      Governing Law/Jurisdiction.

         This Agreement shall be governed by and construed and interpreted in
accordance with the laws of New York without reference to principles of conflict
of laws.

17.      Resolution of Disputes.

         a.       Arbitration of Claims. Any disputes arising under or in
                  connection with this Agreement shall be resolved by binding
                  arbitration. Such arbitration shall be conducted on an
                  expedited basis in accordance with the Commercial Arbitration
                  Rules of the American Arbitration Association before a panel
                  of three (3) arbitrators, selected by the American Arbitration
                  Association, sitting in New York, New York. The award of the
                  arbitrators shall be final and nonappealable, and judgment may
                  be entered on the award of the arbitrators in any court having
                  proper jurisdiction. All expenses of such arbitration shall be
                  borne by Company.

         b.       Payment of Legal Fees and Costs. The Company agrees to pay as
                  incurred, to the full extent permitted by law, all legal fees
                  and expenses which Executive may reasonably incur as a result
                  of any contest (regardless of the outcome thereof) by the
                  Company, Executive or others of any action taken pursuant to
                  the terms of this Agreement, or of the validity or
                  enforceability of, or liability under, any provision of this
                  Agreement, or any guarantee of performance thereof (including,
                  without limitation, as a result of any contest by Executive
                  about the amount of payment pursuant to the Agreement), plus
                  in each case interest on any delayed payment at the AFR.

18.      Notices.

         Any notice given to a party shall be in writing and shall be deemed to
have been given when delivered personally or by courier, or upon receipt if sent
by certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the party concerned at the address indicated below or to such
changed address as such party may subsequently given such notice of:

         If to the Executive:         Select Media Communications, Inc.


                                      -14-
<PAGE>   16
                                      666 Third Avenue
                                      New York, NY 10022
                                      Attention: Mitch J. Gutkowski, President

         With a Copy to
         (which shall not
         constitute notice):          McDermott Will & Emery
                                      50 Rockefeller Plaza
                                      New York, NY 10020
                                      Attention: Stephen B. Selbst, Esquire


         If to Company:

19.      Headings.

         The headings of the sections 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.

20.      Counterparts.

         This Agreement may be executed in two or more counterparts.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                      SELECT MEDIA COMMUNICATIONS, INC.


                                      ------------------------------------------
                                      By:
                                      Its:


                                      ------------------------------------------
                                      MITCH J. GUTKOWSKI


                                      -15-