Exhibit 10.21
                              EMPLOYMENT AGREEMENT


                  THIS AGREEMENT (this  "Agreement") is being made as of the 1st
day of  July,  1997  between  STEPHEN  DUNN &  ASSOCIATES,  INC.,  a  California
corporation (the "Company"),  having its principal  offices at 1728 Abbot Kinney
Boulevard, Venice, California 90291, and Tom Scheir ("Employee"),  an individual
residing at 915 Nowita Place, Venice, California 90291.

                              W I T N E S S E T H:

                  WHEREAS,  the Company  desires to continue to employ  Employee
and  Employee  desires to be  employed  by the  Company  as its Chief  Operating
Officer, upon the terms and conditions contained herein.

                  NOW,  THEREFORE,  in  consideration of the mutual premises and
agreements  contained  herein,  and intending to be legally  bound  hereby,  the
parties hereto agree as follows:

                  1.  Nature of  Employment;  Term of  Employment.  The  Company
hereby  employs  Employee and Employee  agrees to serve the Company as its Chief
Operating  Officer,  upon the terms and conditions  contained herein, for a term
commencing  as of the date hereof and  continuing  until  December 31, 1999 (the
"Employment  Term");  provided,  that this Agreement  (including this Section 1)
shall automatically be renewed for one (1) additional three (3) year period upon
terms no less  favorable  than  the  terms  existing  in the  third  year of the
Employment  Term,  unless the Company or Employee  gives  written  notice to the
other party of its  intention not to renew this  Agreement  with sixty (60) days
prior to the expiration of the Employment Term.

                  2. Duties and Powers as Employee.  During the Employment Term,
Employee agrees to devote all of his full working time,  energy,  and efforts to
the business of the Company.  In  performance  of his duties,  Employee shall be
subject to the  reasonable  direction  of the Board of Directors of the Company.
Employee  shall be  available  to travel as the needs of the  business  require.
Employee  agrees that the Company or MSGI may obtain a life insurance  policy on
the life of Employee naming the Company or MSGI as the beneficiary thereof.

                  3. Compensation.

                  (a) As compensation  for his services  hereunder,  the Company
shall pay  Employee,  a salary (a "Base  Salary"),  payable  in equal  bi-weekly
installments,  at the  annual  rate of  $175,000.00  for the  first  year of the
Employment Term which ends December 31, 1997; $200,000.00 for the second year of
the Employment Term and  $250,000.00 for the third year of the Employment  Term.
Additionally,  Employee  shall  participate  in all  present or future  employee
benefit  and  plans  of the  Company  and  MSGI,  provided  that  he  meets  the
eligibility requirements therefor.

                  (b) Employee shall be eligible to receive bonuses each year of
the  Employment  Term if and as  determined  by the  Board of  Directors  of the
Company;  subject to the approval of the  Compensation  Committee of MSGI.  Such
bonuses,  if any,  shall be based upon the  achievement  of  earnings  and other
targeted criteria.  It is also contemplated that Employee will receive incentive
stock  options to acquire  common  stock of MSGI to be  determined  by the Stock
Option Committee of the Board of Directors of the Company.

                  4.  Expenses;   Vacations.   Employee  shall  be  entitled  to
reimbursement for reasonable travel and other out-of-pocket  expenses reasonably
incurred  in the  performance  of his  duties  hereunder,  upon  submission  and
approval of written  statements  and bills in  accordance  with the then regular
procedures of the Company.  Employee  shall be entitled to thirty (30) days paid
vacation  time  in  accordance  with  then  regular  procedures  of the  Company
governing  executives as determined  from time to time by the Company's Board of
Directors and communicated, in writing to Employee.

                  5.  Representations  and  Warranties  of  Employee.   Employee
represents and warrants to the Company that (a) Employee is under no contractual
or other  restriction or obligation which is inconsistent  with the execution of
this Agreement,  the performance of his duties hereunder, or the other rights of
the  Company  hereunder;  and (b)  Employee  is  under  no  physical  or  mental
disability that would hinder his performance of duties under this Agreement.

                  6.  Non-Competition.

          (a) Employee agrees that during the Employment Term he will not engage
     in,  or  otherwise  directly  or  indirectly  be  employed  by, or act as a
     consultant,  or be a director,  officer,  employee, owner, agent, member or
     partner  of, any other  business or  organization  that is or shall then be
     competing with the Company, except that in each case the provisions of this
     Section 6 will not be deemed breached merely because Employee owns not more
     than five percent (5.0%) of the outstanding  common stock of a corporation,
     if, at the time of its  acquisition by Employee,  such stock is listed on a
     national securities exchange, is reported on NASDAQ, or is regularly traded
     in  the  over-the-counter  market  by a  member  of a  national  securities
     exchange.

          (b) If this Agreement is terminated,  Employee,  for a period of three
     (3) years from the date of termination,  shall not, directly or indirectly,
     solicit or  encourage  any person who was a customer of the Company  during
     the  three  years  prior to the  date of such  termination  to cease  doing
     business with the Company or to do business with any other  enterprise that
     is engaged in the same or similar business to that of the Company.

                  7. Inventions;  Patents;  Copyrights. Any interest in patents,
patent applications,  inventions, copyrights, developments, and processes ("Such
Inventions")  which Employee now or hereafter  during the period she is employed
by the Company under this Agreement may, directly or indirectly,  own or develop
relating to the fields in which the Company may then be engaged  shall belong to
the Company;  and forthwith upon request of the Company,  Employee shall execute
all such  assignments  and other documents and take all such other action as the
Company may reasonably request in order to vest in the Company all of her right,
title,  and  interest  in and to Such  Inventions,  free and clear of all liens,
charges, and encumbrances.

                  8.  Confidential  Information.  All  confidential  information
which Employee may now possess,  may obtain during the  Employment  Term, or may
create prior to the end of the period she is employed by the Company  under this
Agreement,  relating  to the  business  of the  Company  or of any  customer  or
supplier of the Company shall not be published, disclosed, or made accessible by
him to any other person,  firm, or corporation during the Employment Term or any
time thereafter without the prior written consent of the Company. Employee shall
return all tangible  evidence of such  confidential  information  to the Company
prior to or at the termination of his employment.

                  9. Termination.

          (a) Notwithstanding anything herein contained, if on or after the date
     hereof and prior to the end of the Employment Term,  Employee is terminated
     "For  Cause" (as defined  below)  then the Company  shall have the right to
     give notice of termination of Employee's services hereunder as of a date to
     be specified in such notice, and this Agreement shall terminate on the date
     so  specified.  Termination  "For Cause" shall mean  Employee  shall (i) be
     convicted of a felony crime, (ii) commit any act or omit to take any action
     in bad faith and to the material detriment of the Company,  (iii) commit an
     act of moral  turpitude  to the material  detriment  of the  Company,  (iv)
     commit an act of fraud against the Company,  or (v)  materially  breach any
     term of this Agreement and fail to correct such breach within ten (10) days
     after written  notice  thereof;  provided that in the case of a termination
     pursuant  to (ii),  (iii) or (iv)  such  determination  must be made by the
     Board of Directors  of MSGI after a meeting at which  Employee was given an
     opportunity  to  explain  such  actions.  In the event  this  Agreement  is
     terminated  "For Cause"  pursuant to Section 9(a),  then Employee  shall be
     entitled  to receive  only his salary at the rate  provided in Section 3 to
     the date on which termination shall take effect plus any compensation which
     is accrued but unpaid on the date of termination.

          (b) In the  event  that  Employee  shall  be  physically  or  mentally
     incapacitated or disabled or otherwise unable fully to discharge his duties
     hereunder  for a  period  of six (6)  months,  then  this  Agreement  shall
     terminate upon ninety (90) days' written notice to Employee, and no further
     compensation  (other than  accrued but unpaid  salary or bonus  through the
     date of termination) shall be payable to Employee,  except as may otherwise
     be provided under any disability insurance policy.

          (c) In the event that Employee  shall die, then this  Agreement  shall
     terminate  on the date of  Employee's  death,  and no further  compensation
     (other than accrued but unpaid  salary or bonus  through the date of death)
     shall be payable to Employee, except as may otherwise be provided under any
     insurance policy or similar instrument.

          (d) In the event this Agreement is terminated without Cause,  Employee
     shall receive  severance pay  consisting of a single lump sum  distribution
     (with no present value  adjustment) equal to the Base Salary as provided in
     Section 3 for a period of one (1) year,  notwithstanding that such one-year
     period might extend beyond the Employment Term.

                  10. Merger,  Etc. In the event of a future  disposition of the
properties and business of the Company, substantially as an entirety, by merger,
consolidation, sale of assets, sale of stock, or otherwise, then the Company may
elect to assign this Agreement and all of its rights and  obligations  hereunder
to the  acquiring  or surviving  corporation.  In the event the Company does not
assign this  Agreement or that this  Agreement  is not so assumed then  Employee
shall have the right to terminate  this Agreement by written notice given within
six (6) months of the date of such acquisition. Upon such termination,  Employee
shall receive  severance pay consisting of a single lump sum distribution  (with
no present value  adjustment)  equal to the Base Salary as provided in Section 3
for a period of one (1) year,  notwithstanding  that such one-year  period might
extend beyond the Employment Term.

                  11. Survival. The covenants, agreements,  representations, and
warranties  contained  in or made  pursuant  to  this  Agreement  shall  survive
Employee's termination of employment,  irrespective of any investigation made by
or on behalf of any party.

                  12.  Modification.   This  Agreement  sets  forth  the  entire
understanding  of the  parties  with  respect  to  the  subject  matter  hereof,
supersedes all existing  agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.

                  13.  Notices.  Any notice or other  communication  required or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail,  return receipt  requested,  or delivered against receipt to the
party to whom it is to be given at the  address  of such  party set forth in the
preamble  to this  Agreement  (or to such other  address as the party shall have
furnished in writing in accordance  with the  provisions of this Section 13). In
the case of a notice to the Company, a copy of such notice (which copy shall not
constitute  notice)  shall be  delivered  to Camhy  Karlinsky & Stein LLP,  1740
Broadway, 16th Floor, New York, New York 10019, Attn. Alan I. Annex, Esq. Notice
to the estate of  Employee  shall be  sufficient  if  addressed  to  Employee as
provided  in this  Section  13.  Any  notice  or  other  communication  given by
certified  mail  shall be  deemed  given at the time of  certification  thereof,
except for a notice  changing a party's  address  which shall be deemed given at
the time of receipt thereof.

                  14.  Waiver.  Any  waiver by  either  party of a breach of any
provision of this Agreement  shall not operate as or be construed to be a waiver
of any other breach of such provision or of any breach of any other provision of
this  Agreement.  The failure of a party to insist upon strict  adherence to any
term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing and
signed by the party against whose waiver is asserted.

                  15. Binding Effect.  Employee's  rights and obligations  under
this Agreement shall not be transferable by assignment or otherwise, such rights
shall not be subject to encumbrance or the claims of Employee's  creditors,  and
any attempt to do any of the  foregoing  shall be void.  The  provisions of this
Agreement  shall be binding  upon and inure to the benefit of  Employee  and his
heirs and personal  representatives,  and shall be binding upon and inure to the
benefit of the Company and its  successors  and those who are its assigns  under
Section 10.

                  16.  Headings.  The headings in this  Agreement are solely for
the convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.

                  17.  Counterparts;   Governing  Law.  This  Agreement  may  be
executed  in any  number  of  counterparts,  each of which  shall be  deemed  an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.  It shall be governed by, and construed in accordance with, the laws
of the State of New York,  without  given  effect  to the  rules  governing  the
conflicts of laws.  Each of the parties  hereto agrees that such court may award
reasonable legal fees and expenses to the prevailing party.

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

                                STEPHEN DUNN & ASSOCIATES, INC.

                                /s/ Stephen Dunn
                                Stephen Dunn
                                Chairman

                                /s/ Tom Scheir
                                Tom Scheir