EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  (THIS  "AGREEMENT")  IS MADE  16  this  day of
November,  1999 by and  among  Classics  International  Entertainment,  Inc.,  a
Delaware  corporation  ("Classics"),   IBP,  Inc.,  a  Nevada  corporation  (the
"Company"), and Carey Lotzer ("Executive").

     WHEREAS,  Classics, the Company,  Executive and other parties named therein
have entered into a Side Agreement (the "Side  Agreement")  dated as of the date
hereof,  pursuant to which, in pertinent part,  Classics will acquire all of the
issued and outstanding capital stock of the Company through a reverse subsidiary
merger of Classics Acquisition Subsidiary, Inc., a Delaware corporation ("CAS"),
with and into the Company;

     WHEREAS,  as a condition to closing the  transactions  contemplated  by the
Side Agreement,  Classics wishes to employ Executive and Executive desires to be
employed by Classics,  as Chief Information Officer of Classics,  upon the terms
and conditions set forth herein;

     WHEREAS,  Classics is engaged in the business of developing,  marketing and
selling   software,   firmware  and  hardware  products  and  other  information
technology products and services (the "Business").

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
and promises in this  Agreement and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, Classics and Executive
agree as follows:

     1. EMPLOYMENT.  Classics agrees to employ Executive and Executive agrees to
be employed by Classics upon the terms and conditions of this Agreement.

     2.  TERM OF  EMPLOYMENT.  The term of  Executive's  employment  under  this
Agreement  (the  "Employment  Term") will commence on the date of this Agreement
and,  unless  earlier  terminated  in  accordance  with  Section 12 below,  will
continue  for two years,  ending on the second  anniversary  of the date of this
Agreement (the "Initial  Term").  At the end of the Initial Term, the Employment
Term will  automatically  be extended for  successive  one year periods (each an
"Extended  Term")  unless  either  party  elects not to renew this  Agreement by
giving  written  notice of such  election  at least sixty (60) days prior to the
scheduled  expiration  of the Initial Term or  then-current  Extended  Term,  as
applicable.

     3.  POSITION  AND  RESPONSIBILITIES.  Executive  will be employed as "Chief
Scientist"  of  Classics  and will  perform  the  duties of Chief  Scientist  as
described  in  Classics'  Bylaws and such other  executive  duties for  Classics
and/or its subsidiaries as Classics' Board of Directors may reasonably prescribe
from time to time.

     4.  COMMITMENT.   During  the  Employment  Term,   Executive  shall  devote
substantially  all of his business time,  attention,  skill,  and efforts to the
faithful performance of his duties herein.

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Nothing herein shalt preclude Executive from making passive investments which do
not   interfere   with   Executive's   responsibilities   to  Classics  and  its
subsidiaries. In addition, with the prior written approval of Classics' Board of
Directors,  Executive may engage in more active investments or business ventures
so long as such  investments  and  ventures do not  conflict or  interfere  with
Executive's  obligations  to Classics and its  subsidiaries  as provided in this
Agreement.

     5. COMPENSATION.  The following shall constitute Executive's "Compensation"
here under:

               (A) SIGN-ON BONUS.  Classics will pay Executive a cash payment of
          $20,000 as a sign-on bonus upon commencement of the Initial Term and a
          $50,000 payment, payable BY JANUARY 3, 2000. (THE "SIGN-ON BONUS")

               (B) BASE SALARY.  During the Employment  Term,  Classics will pay
          Executive an INITIAL  BASE SALARY (THE "BASE  SALARY") of $150,000 for
          the first  year  followed  by a second  year base  salary of  $200,000
          payable  on a  bi-monthly  basis  and  otherwise  in  accordance  with
          Classics  then-current  executive salary payment  practice.  Such Base
          Salary  may be  reviewed  during  the  Employment  Period  at the sole
          discretion of Classics' Board of Directors, and shall not be decreased
          without the prior written consent of Executive.

               (C) INCENTIVE  COMPENSATION.  Executive will be eligible for, but
          is not  guaranteed  TO RECEIVE,  ADDITIONAL  COMPENSATION  ("INCENTIVE
          COMPENSATION")  based on  performance  milestones in  accordance  with
          mutually agreeable guidelines detailed in Schedule I attached hereto.

               (D) FRINGE BENEFITS. Executive will be entitled to participate in
          Classics' group life and medical insurance plans, accidental/death and
          dismemberment,   dental,  profit-sharing,   short-term  and  long-term
          disability   and   similar   plans,   and  other   "fringe   benefits"
          (COLLECTIVELY,  "FRINGE BENEFITS"), comparable to those made available
          by Classics to its other senior  executive  employees,  in  accordance
          with  the  terms  of such  plans.  Classics  will  pay for the cost of
          Executive's  COBRA  package,  or comparable  package,  for health care
          benefits for Executive and  Executive's  spouse and  dependents  until
          such time as Executive elects to participate in Classics corresponding
          benefit plans,  but in no event later than the first  anniversary date
          of this  Agreement  Additionally,  key man  life  insurance  shall  be
          provided by Classics,  at its sole cost and expense,  in the amount of
          $2,500,000  with the  beneficiary  of surviving  family members in the
          amount of $700,000.

               (E) WITHHOLDING. All compensation payable to Executive under this
          Agreement is stated in gross amount and to the extent  required by law
          will be subject to all  applicable  withholding  taxes,  other  normal
          payroll  deductions,  and  any  other  amounts  required  by law to be
          withheld.

               (F)  EXPENSES.  Classics,  in  accordance  with its  then-current
          policies and past practices,  will promptly pay or reimburse Executive
          for  all  expenses  (including  travel  and  entertainment   expenses)
          reasonably  incurred  by  Executive  during  the  Employment  Term  in
          connection  with the  performance  of  Executive's  duties  under this
          Agreement,   provided   that   Executive   must  provide  to  Classics
          documentation or evidence of expenses for

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         which  Executive  seeks  reimbursement,  in  accordance  with  Classics
         then-current  reimbursement  policy as determined by Classics' Board of
         Directors.

               (G) STOCK OPTIONS.  Executive shall be awarded Stock Options (the
          "Options") with values,  performance  criteria and vesting periods set
          forth in Schedule II attached hereto.

     6. VACATION AND HOLIDAYS.  During the  Employment  Term,  Executive will be
entitled  to  receive  paid  vacation  and  paid  holidays  in  accordance  with
then-current  Classics  policy,  but in no event  less than  three (3) weeks per
contract year.

     7. INTELLECTUAL PROPERTY RIGHTS.

          (a)  Executive  agrees that Classics will be the sole owner of any and
     all of  Executive's  "Discoveries"  and  "Work  Product"  made  during  the
     Employment  Term,  whether  pursuant to this  Agreement or  otherwise.  For
     purposes  of  this   Section  7,   "Discoveries"   means  all   inventions,
     discoveries,  improvements,  and copyrightable  works  (including,  without
     limitation, any information relating to the software products, source code,
     know-how, processes,  designs, algorithms,  computer programs and routines,
     formulae, techniques,  developments or experimental work, work-in-progress,
     or  business  trade  secrets  of  Classics  or its  subsidiaries)  made  or
     conceived or reduced to practice by Executive,  whether or not  potentially
     patentable or copyrightable in the United States or elsewhere. For purposes
     of this Agreement,  "Work Product" means any and all work product  relating
     to Discoveries.

          (b) Executive shall promptly  disclose to Classics all Discoveries and
     Work  Product.  All such  disclosures  must  include  complete and accurate
     copies  of  all  source  code,  object  code  or  machine-readable  copies,
     documentation,  work  notes,  flow-charts,  diagrams,  test data,  reports,
     samples,  and other tangible evidence or results  (collectively,  "Tangible
     Embodiments")  and of  such  Discoveries  or  Work  Product.  All  Tangible
     Embodiments of any  Discoveries or Work Product will be deemed to have been
     assigned to Classics.

          (c) Executive  hereby  assigns and agrees to assign to Classics all of
     his interest in any country in any and all  Discoveries  and Work  Product,
     whether such interest arises under patent law, copyright law,  trade-secret
     law, semiconductor chip protection law, or otherwise.  Without limiting the
     generality of the preceding sentence,  Executive hereby authorizes Classics
     to make any  desired  changes  to any part of any  such  Discovery  or Work
     Product,  to combine it with other materials in any manner desired,  and to
     withhold  Executive's  identity in connection with any  distribution or use
     thereof alone or in combination with other  materials.  This assignment and
     assignment obligation applies to all

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     Discoveries  and Work Product  arising during  Executive's  employment with
     Classics  (or its  predecessors),  whether  pursuant to this  Agreement  or
     otherwise.

          (d)  At the, request of Classics, Executive shall promptly and without
     additional compensation execute any and all patent applications,  copyright
     registration applications,  waivers of moral rights,  assignments, or other
     instruments  that Classics  deems  necessary or appropriate to apply for or
     obtain  Letters  Patent  of  the  United  States  or any  foreign  country,
     copyright  registrations or otherwise to protect Classics' interest in such
     Discovery  and  Work  Product,  the  expenses  for  which  will be borne by
     Classics. Executive hereby irrevocably designates and appoints Classics and
     its duly authorized officers and agents as his agents and attorneys-in-fact
     to, if Classics is unable for any reason to secure Executive's signature to
     any lawful and necessary  document  required or appropriate to apply for or
     execute any patent application,  copyright registration application, waiver
     of moral rights,  or other  similar  document with respect to any Discovery
     and Work Product  (including,  without  limitation,  renewals,  extensions,
     continuations, divisions, or continuations in part), (i) act for and in his
     behalf,  (ii)  execute  and file any such  document  and (iii) do all other
     lawfully  permitted acts to further the prosecution of the same legal force
     and  effect  as if  executed,  by him;  this  designation  and  appointment
     constitutes an irrevocable power of attorney coupled with an interest:

                  (e)  To  the  extent  that  any   Discovery  or  Work  Product
         constitutes copyrightable or similar subject matter that is eligible to
         be treated as a "work made for hire" or as having similar status in the
         United States or elsewhere,  it will be so deemed.  This provision does
         not alter or limit Executives other obligations to assign  intellectual
         property rights under this Agreement.

                  (f) The  obligations  of Executive set forth in this Section 7
         (including,   without  limitation,  the  assignment  obligations)  will
         continue beyond the termination of Executive's  employment with respect
         to Discoveries and Work Product conceived or made by Executive alone or
         in concert with others during  Executive's  employment  with  Classics,
         whether pursuant to this Agreement or otherwise. Those obligations will
         be  binding  upon  Executive,   his  assignees   permitted  under  this
         Agreement, executors, administrators, and other representatives.

                  (g)   Notwithstanding   anything  in  this  Agreement  to  the
         contrary,  this Section 7 DOES NOT APPLY to any  invention of Executive
         for which no equipment,  supplies, facility, or Proprietary Information
         (as defined below) of Classics was used and that was developed entirely
         on Executive's  own time,  unless (i) the invention  relates to (A) the
         Business or (B) Classics' actual or demonstrably  anticipated  research
         or development,  or (ii) the invention  results from any work performed
         by Executive for or on behalf of Classics or its subsidiaries.

         8.       EXPOSURE TO PROPRIETARY INFORMATION.

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                  (a) As used in this Agreement,  "Proprietary Information means
         all  information of a business or technical  nature that relates to the
         Business, including, without limitation all information about Classics'
         and its subsidiaries'  software products whether currently  released or
         in   development,    all   inventions,    discoveries,    improvements,
         copyrightable  work,  source  code,   know-how,   processes,   designs,
         algorithms,  computer  programs and routines,  formulae and techniques,
         and any information  regarding the business of any customer or supplier
         of Classics or its subsidiaries or any other  information that Classics
         or any  subsidiary  of  Classics  is  required  to  keep  confidential.
         Notwithstanding   the  preceding   sentence,   the  term   "Proprietary
         Information"  does not include  information that is or becomes publicly
         available through no fault of Executive.

                  (b) In  recognition  of the special  nature of his  employment
         under this  Agreement,  including his special access to the Proprietary
         Information,  and in consideration  of his employment  pursuant to this
         Agreement, Executive agrees to the covenants and restrictions set forth
         in Section 10.

     9.  USE  OF  PROPRIETARY  INFORMATION.   Executive  acknowledges  that  the
Proprietary  Information constitutes a protectible business interest of Classics
and its  subsidiaries,  and  covenants  and agrees  that  during the term of his
employment, whether under this Agreement or otherwise, and after the termination
of such employment, he will not, directly or indirectly, disclose, furnish, make
available  or  utilize  any of the  Proprietary  Information,  other than in the
proper  performance of his duties for Classics.  Executive's  obligations  under
this Section 9 with respect to particular  Proprietary  Information will survive
expiration or  termination  of this Agreement and  Executive's  employment  with
Classics,  and will  terminate  only at such  time  (if any) as the  Proprietary
Information in question becomes generally known to the public other than through
a breach of Executive's obligations under this Agreement.

     10. RETURN OF COMPANY  MATERIALS UPON TERMINATION.  Executive  acknowledges
that  all  records,   documents,  and  Tangible  Embodiments  containing  or  of
Proprietary  Information  prepared by Executive or coming into his possession by
virtue of his  employment  by  Classics  are and will  remain  the  property  of
Classics; upon termination of his employment with Classics,  Executive shall, as
soon as  reasonably  practicable,  return  to  Classics  all  such  items in his
possession and all copies of such items.

     11.  EQUITABLE  REMEDIES.

          (a)  Executive   acknowledges  and  agrees  that  the  agreements  and
     covenants  set  forth  in  Sections  7, 8,  9,  and 10 are  reasonable  and
     necessary  for  the  protection  of  Classics'  business  interests,   that
     irreparable injury will result to Classics if Executive breaches any of the
     terms of said  covenants,  and that in the event of  Executive's  actual or
     threatened  breach of any such  covenants,  Classics  will have no adequate
     remedy  at law.  Executive  accordingly  agrees  that,  in the event of any
     actual or threatened breach by him of any of said covenants,  Classics will
     be entitled to immediate  injunctive and other  equitable  relief,  without
     bond, and

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     without the necessity of showing actual monetary  damages.  Nothing in this
     Section 11 will be  construed as  prohibiting  Classics  from  pursuing any
     other  remedies  available  to it for such  breach  or  threatened  breach,
     including the recovery of any damages that it is able to prove.

          (b)  Each  of the  covenants  in  Sections  7,  8,  9,  and 10 will be
     construed as independent of any other covenants or other provisions of this
     Agreement.

          (c) In  the  event  of  any  judicial  determination  that  any of the
     covenants in Sections 7, 8, 9, and 10 are not fully enforceable,  it is the
     intention and desire of the parties that the court treat said  covenants as
     having been modified to the extent deemed  necessary by the court to render
     them  reasonable and  enforceable,  and that the court enforce them to such
     extent.

         12.      TERMINATION.

                  (a) If there has been a material  breach of this  Agreement by
         Executive, Classics may terminate the Employment Term upon thirty days'
         prior  written  notice to Executive  issued upon  approval of Classics'
         Board of Directors  which  approval  was obtained  prior to issuance of
         such  notice.  Executive  shall have the right to cure any such  breach
         within such  thirty-day  period.  Any uncured  material breach shall be
         considered  "cause"  hereunder.  Upon expiration of such notice period,
         the  Employment  Term will  immediately  end and Executive  will not be
         entitled to receive any  further  compensation  (whether in the form of
         Base Salary,  Incentive  Compensation,  Fringe  Benefits or  otherwise)
         other than  accrued  but  unpaid  Base  Salary and any vested  Options.
         Without limiting the generality of the preceding  sentence,  any breach
         by Executive of any of his  obligations  under Sections 7, 8, 9, and 10
         will be deemed a material breach of this Agreement that is incapable of
         being cured. Notwithstanding the foregoing, any of the following events
         will also be deemed a material breach of this Agreement that, except in
         the case of 12(a)(i) and 12(a)(ii), is incapable of being cured:

                    (i) Executive's continued and deliberate neglect of, willful
                    misconduct in connection with the performance of, or refusal
                    to perform his duties in accordance with,  Section 3 of this
                    Agreement;

                    (ii) Executive's failure to devote his full business time to
                    Classics'  business  in  accordance  with  Section 4 of this
                    Agreement;

                    (iii)  willful  misconduct  on the  part of  Executive  that
                    causes or is likely to cause a material  financial injury to
                    Classics,   including,   without   limitation,   Executive's
                    embezzlement of Classics' funds or theft or misappropriation
                    of Classics' or any other party's property; or

                    (iv) Executive's conviction of a felony class crime.

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         The thirty day notice requirement of this Section 12(a) applies to both
         curable and incurable breaches.

                  (b) The  Employment  Term  will  terminate  upon the  death or
         disability of Executive. Disability of Executive will be deemed to have
         occurred  whenever  Executive has suffered  physical or mental illness,
         injury, or infirmity that prevents Executive from fulfilling his duties
         under this Agreement for 120 consecutive  days and Classics  determines
         in good  faith  that  such  illness  or other  disability  is likely to
         continue for at least the next  following 30 days. In the case of death
         or disability  Executive will be entitled to receive accrued but unpaid
         Base Salary as of the date of such termination,  and a pro rata portion
         of  Incentive  Compensation  (if  any)  for  the  year  in  which  such
         termination  occurs (payable within a reasonable time alter the year in
         question),  but all other  obligations of Classics to pay Executive any
         further  compensation,  whether in the form of Base  Salary,  Incentive
         Compensation,  or Fringe  Benefits  other  than  death  and  disability
         benefits, if any) or otherwise, will terminate. Executive's Base Salary
         during  any  period  of  disability  will be  reduced  by any  benefits
         Executive receives from Classics-provided disability insurance.

                  (c)  Classics  may elect to  terminate  Executives  employment
         hereunder  without cause upon 60 days prior written  notice;  provided,
         that  Classics  shall  continue to pay Executive  all  Compensation  in
         accordance  with Section 5 hereof for the remainder of the Initial Term
         or then-current Extended Term as applicable.

                  (d) Executive may elect to terminate the Employment  Term upon
         30 days prior  written  notice to Classics if there has been a material
         breach of this Agreement by Classics, unless such breach has been cured
         within  such  30  day  period.   Upon  such  elective   termination  of
         employment,  Classics shall continue to pay Executive all  Compensation
         in  accordance  with Section 5 hereof for the  remainder of the Initial
         Term or then-current Extended Term as applicable.

                  (e)  Termination of the Employment  Term in a accordance  with
         this Section 12, or expiration of the Employment  Term, will not affect
         the  provisions  of  this  Agreement  that  survive  such  termination,
         including,  without limitation,  the provisions in Sections 7, 8, 9 and
         10 and will not limit either party's  ability to pursue remedies at law
         or equity.

         13.      COVENANT NOT TO COMPETE.

                  13.1 EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges that, as
         a result of his position with Classics he has and will further  develop
         knowledge about the Classics and its subsidiaries,  and knowledge and a
         working  relationship with customers with whom they do business,  which
         knowledge and  relationship  is special,  unique and of an intellectual
         character.  Such business  information  is considered  confidential  by
         Classics,  the value of which would be destroyed by  disclosure of such
         information or by its use in competition with

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         Classics.  In  addition,  Executive  will  be  performing  services  to
         Classics  pursuant to this Agreement and thereby will occupy a position
         of trust and confidence with respect to the Proprietary Information. In
         light of the  foregoing,  Executive  is agreeing to the  covenants  set
         forth below.

                  13.2     NON-COMPETITION.

         (a) During  Executive's  employment  with Classics or any subsidiary of
         Classics  (whether  pursuant to this  Agreement or otherwise) and for a
         period two years thereafter, Executive will not, directly or indirectly
         through  any  person,  entity or  affiliate,  whether as an  Executive,
         consultant,  independent  contractor,  owner,  shareholder,  limited or
         general partner, officer,  director,  advisor or otherwise, (i) provide
         software  development,  sales,  marketing,  management or other related
         services to an entity that competes with Classics or any  subsidiary of
         Classics  in the  Business  or (i.)  solicit or contact  any  customer,
         client, vendor or similar party, which Executive solicited or contacted
         at any time  during  the then two  previous  years of  employment  with
         Classics or any subsidiary of Classics for the purposes of representing
         any business which competes such party in the Business.

         (b) Executive  acknowledges  that the Business is conducted  throughout
         the world and that Classics and its  subsidiaries  will be competing as
         such and that the foregoing restriction would be ineffective if limited
         to a more specific geographic area. The Executive further  acknowledges
         that  this  Section  13.2,  including  the  nature  of  the  activities
         restrained  hereby,  has been as narrowly  drawn as possible to protect
         the  'legitimate  interests  of  Classics,  and that he will be able to
         support his family notwithstanding these restrictions.

         (c) If any court of competent  jurisdiction shall at any time determine
         that a covenant contained in this Section 13. 2, or any part hereof, is
         unenforceable due to the duration of its term or geographical scope, or
         scope of activities  precluded  such court shall reduce the duration or
         scope of such provision as the case may be, to the extent  necessary to
         render it  enforceable  and in its reduced form such  provisions  shall
         then be enforced.

         14. EFFECT OF PRIOR  AGREEMENTS.  This Agreement and the Side Agreement
is the entire  understanding  between  Classics  and  Executive  relating to the
subject  matter  hereof and  supersede any prior  employment  agreement  between
Executive and Classics or other agreement  relating to the subject matter hereof
between Classics and Executive.  Executive  acknowledges that he is not bound by
any  other  agreements,   including   employment   agreements,   confidentiality
agreements and restrictive covenants,  that would prohibit or restrict Executive
from entering into this Agreement

         15.  MODIFICATION  AND WAIVER.  This  Agreement  may not be modified or
amended  except by an  instrument in writing  signed by the parties.  No term or
condition  of this  Agreement  will be  deemed to have  been  waived,  except by
written instrument of the party charged with such waiver. No such written waiver
will be deemed to be a continuing waiver unless specifically stated therein, and
each such waiver will operate only as to the specific  term or condition  waived
and shall not

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constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

         16.  SEVERABILITY.  If, for any reason, any provision of this Agreement
is held invalid,  such  invalidity  will not affect any other  provision of this
Agreement  and  each  provision  will to the  full  extent  consistent  with law
continue in full force and effect.  If any  provision of this  Agreement is held
invalid  in  part,  such  invalidity  will in not way  affect  the  rest of such
provision, and the rest of such provision, together with all other provisions of
this Agreement,  will, to the full extent  consistent with law, continue in full
force and effect.

         17. NOTICES.  Any notice or consent  required or permitted  pursuant to
the  provisions of this  Agreement must be in writing and will be deemed to have
been  properly  given if sent by certified  or  registered  United  States mail;
prepaid,  by  overnight  courier;  or when  personally  delivered,  addressed as
follows:

                  If to Classics-:
                           Classics International Entertainment, Inc.
                           919 N. Michigan Avenue, Suite 3700
                           Chicago, Illinois
                           60611

                  If to Executive:
                           Carey Lotzer
                           1930 Palace Drive
                           Grand Prarie, TX
                           75050

Each party will be entitled  to specify a  different  address for the receipt of
subsequent  notices  by giving  written  notice  thereof  to the other  party in
accordance with this Section 17.

     18.  HEADINGS.  The  headings  and other  captions  in this  Agreement  are
included  solely for  convenience  of reference and will not control the meaning
and interpretation of any provision of this Agreement.

     19.  GOVERNING LAW. This Agreement has been executed in the State of Texas,
and its validity, interpretation,  performance, and enforcement will be governed
by the laws of such state, except with respect to conflicts of laws principles.

     20.  JURISDICTION AND VENUE. Any judicial  proceeding brought by or against
any party on any dispute  arising out of this  Agreement  or any matter  related
thereto shall be brought in the state or federal courts of Dallas County,  Texas
and by execution and delivery of this Agreement, each of the parties accepts for
itself the exclusive  jurisdiction  and venue of the  aforesaid  courts as trial
courts,  and irrevocably agrees to be bound by any judgement rendered thereby in
connection

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 with  this  Agreement  after  exhaustion  of  all  appeals  taken  (or  by  the
appropriate appellate court if such appellate court renders judgement).

     21.  BINDING  EFFECT.  This Agreement will be binding upon and inure to the
benefit of Executive,  Classics,  and their respective  successors and permitted
assigns.  Classics  will be entitled to assign its rights and duties  under this
Agreement  provided that  Classics  will remain liable to Executive  should such
assignee fail to perform its obligations under this Agreement

     22. NO STRICT  CONSTRUCTION.  The language used in this  Agreement  will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any person.

     23.  ARBITRATION.  Subject to Classics'  right to seek equitable  relief as
provided  for in Section  12, if any  controversy  or claim  between the parties
hereto  arises out of this  Agreement,  such  disagreement  or dispute  shall be
submitted  to  binding  arbitration  in  Dallas,  Texas,  under  the  Commercial
Arbitration  Rules of the American  Arbitration  Association (the "AAA").  There
shall be one arbitrator,  as shall be agreed upon by the parties. In the absence
of such agreement, each party shall select one arbitrator and the arbitrators so
selected shall select a third  arbitrator.  In the event the arbitrators  cannot
agree upon the selection of a third  arbitrator,  such third arbitrator shall be
appointed  by the  AAA  at the  request  of  either  party.  The  arbitrator  or
arbitrators  (as the case may be) shall be an individual or individuals  (as the
case may be)  ski)led  in  employment  matters.  The  decision  rendered  by the
arbitrator or arbitrators  shall be accompanied by a written  opinion in support
thereof Such decisions shall be final and binding upon the parties without right
of appeal.  Judgment upon any such decision may be entered into any court having
jurisdiction  thereof,  or application  may be made to such court for a judicial
acceptance of the decision and order of  enforcement.  Costs of the  arbitration
shall be assessed by the arbitrator or arbitrators  against any or both parties,
and shall be paid promptly by the party or parties so assessed.

     24.  APPOINTMENT TO THE BOARD OF DIRECTORS OF CLASSICS AND THE COMPANY.  At
the execution of the Side  Agreement,  Classics shall take all action within its
power  to  cause  the  appointment  of  Executive  and  Mr.  Michael  Steele  to
alternating  positions as members of the Board of  Directors  of Classics.  Such
appointments shall be for alternating terms of one year, made during the Initial
Term and Extended Term (if applicable) of this Agreement. Both Executive and Mr.
Steele  shall be  appointed  to the Board of Directors of the Company as soon as
reasonably practicable.

     25.  CLASSICS  GUARANTEE.  Classics hereby  unconditionally  guarantees the
payment,  performance  and  accuracy  of  all  the  obligations,  agreements  an
covenants  of the  Company  as set forth in this  Agreement.  Any breach of such
obligations,  agreements and covenants by the Company shall entitle Executive to
all remedies against Classics that are available  against the Company under this
Agreement.

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

                                       10

<PAGE>

CLASSICS:

Classics International Entertainment, Inc.


By:
Its:

DATE: 11/17/99

EXECUTIVE:

(Name)

DATE:                11/10/99
     ------------------------





<PAGE>

                                                    SCHEDULE I
                                              INCENTIVE COMPENSATION

ANNUAL MILESTONES                    ANNUAL AWARDS                    EVALUATION
                                CASH          STOCK OPTIONS

                          (initial at $5M)  (initial that $5M)
Gross Sales Revenue  $ 5M     $ 15,000        33,000 shares        Audited Sales


                                            (additional award)(additional award)
Gross Sales Revenue  $ 50M    $ 15,000        33,000 shares        Audited Sales


                                            (additional award)(additional award)
Gross Sales Revenue  $100M+   $ 15,000        34,000 shares        Audited Sales



Maximum Awards (Grand Totals) $45,000        100,000 shares        Audited Sales




<PAGE>

                                   SCHEDULE II
                            PERFORMANCE STOCK OPTIONS

1.       GRANT OR OPTION, OPTION PRICE AND TERM.

         Classics hereby agrees to grant you, in accordance with the achievement
of performance  milestones noted on page 2 of Schedule II, not in lieu of salary
or any other  compensation for services,  the right and option (the "Option") to
purchase  200,000  shares of the  issued  and  outstanding  shares  of  Classics
International Entertainment,  Inc. (CIE), (the "Option Shares") after the Merger
on the terms and conditions set forth herein.

         (b) For each of the Option Shares purchased,  you shall pay Classics an
option price of $1.35 (the "Option Price").

         (c) The term of the Option shall be a period of five (5) years from the
Grant Date (the "Option  Period").  The  termination  of the Option Period shall
result in the termination and cancellation of the Option.  In no event shall the
Option be exercisable after the end of the Option Period.

         (d) The Option shall be granted  pursuant to an incentive stock option,
non-qualified  stock  option  agreement  or other  comparable  agreement  by and
between  you and  Classics  (the "Stock  Option  Agreement").  Such  performance
options  shall be  reviewed  for  award  on a  quarterly  basis by the  Board of
Directors and shall not be unreasonably withheld.

2.       VESTING AND EXERCISABILITY.

         (a)      The Option Shares shall vest in accordance with  the following
 schedule.

ANNIVERSARY OF THE DATE OF THIS AGREEMENT                AGGREGATE PERCENTAGE OF
------------------------------------------               -----------------------
      (THE "ANNIVERSARY DATE")                                OPTION SHARES VEST
      ------------------------                                ------------------

            First Anniversary                                                50%
            Second Anniversary                                              100%

No portion of the Option shall be exercisable unless it is vested.

         (b)  Notwithstanding  Section  2(a) above and subject to Section 3, the
Option granted  hereunder  shall vest and become fully  exercisable  immediately
upon  consummation of a "Change of Control" (as such term will be defined in the
Stock  Option  Plan,   which   definition  will  be  consistent  with  customary
practices).

3.       TERMINATION OF EMPLOYMENT.

                                        1

<PAGE>

         (a)  Notwithstanding  the  provisions of Section 2 above,  in the event
 that during the Option Period the Company  terminates  the  Employment  Term in
 accordance with Section 12(a) of

the Employment  Agreement,  the unvested portion of the Option as of the date of
such  termination  shall be  forfeited  by you and you shall have no interest in
such unvested portion of the Option.

         (b) Notwithstanding the provisions of Section 2 above, in the event the
Employment Term is terminated in accordance with Section 12(b),  12(c), 12(d) or
12(e) of the Employment Agreement,  the unvested portion of the Option as of the
date of such termination shall become fully vested and exercisable to the extent
specified below:

                  (i) The  percentage of Option Shares  scheduled to vest on the
Anniversary  Date  immediately  following the date that the  Employment  Term is
terminated  shall be  multiplied  by a fraction,  the  numerator of which is the
number of full calendar months in the twelve-month period immediately proceeding
such Anniversary Date during which you were an employee of the Company,  and the
denominator of which is 12; and

                  (ii) the percentage of Option shares  scheduled to vest on the
second  Anniversary Date, if any, following the date that the Employment Term is
terminated shall be multiplied by one-half (_).

         (c)  Regardless of whether the  Employment  Term is terminated  with or
without cause or any other contingency,  those Option Shares vested shall remain
vested.  Further,  during the Option Period you are entitled to exercise  vested
Option Shares regardless of your employment status and/or any other contingency.

4.       TERMS, CONDITIONS AND PROVISIONS.

The Stock  Option  Agreement  shall  contain such other  terms,  conditions  and
provisions as tie customary and are in accordance with the Stock Option Plan and
applicable law.