EMPLOYMENT AGREEMENT

         This Employment  Agreement  (this  "Agreement") is made this 7th day of
January,  2000  by  and  between  Classics  International  Entertainment,  Inc.,
("Company") a Delaware corporation and Edward W. Sample ("Executive").

         WHEREAS,  the Company wishes to employ Executive and Executive  desires
to be employed by Company,  as President  and Chief  Operating  Officer upon the
terms and conditions set forth herein;

         WHEREAS,  the  Company  is  engaged  in  the  business  of  developing,
marketing  and  selling  data   compression   technology,   and  consulting  and
integrating related business technology solutions (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,
Company and Executive agree as follows:

         1. EMPLOYMENT. Company agrees  to employ Executive and Executive agrees
to be employed by Company 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  or 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
"President  and Chief  Operating  Officer" of the  Company and will  perform the
duties of President  and Chief  Operating  Officer as described in the Company's
Bylaws and such other executive  duties for the Company and/or its  subsidiaries
as the Company's 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.  Nothing  herein  shall  preclude
Executive  from  making  passive   investments   which  do  not  interfere  with
Executive's  responsibilities to the Company and its subsidiaries.  In addition,
with the prior written  approval of the Company's Board of Directors,  Executive
may engage in more active

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investments or business ventures so long as such investments and ventures do not
conflict  or  interfere  with  Executive's  obligations  to the  Company and its
subsidiaries as provided in this Agreement.

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

                  (A) BASE SALARY.  During the Employment Term, the Company will
         pay  Executive A BASE SALARY (THE "BASE  SALARY") of $130,000  per year
         payable on a  bi-monthly  basis and  otherwise in  accordance  with the
         Company's  then-current  executive salary payment  practice.  Such Base
         Salary  may be  reviewed  during  the  Employment  Period  in the  sole
         discretion  of The  Company's  Board of  Directors,  and  shall  not be
         decreased without the prior written consent of Executive.

                  (B) 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.

                  (C) FRINGE BENEFITS. Executive will be entitled to participate
         in  the   Company's   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 the Company to its other senior executive  employees,  in accordance
         with the terms of such  plans.  The  Company  shall pay for the cost of
         health  care  benefits  for  Executive  and  Executives  spouse for the
         duration of the Employment Term.

                  (D) 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.

                  (E) EXPENSES. The Company, 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  the  Company
         documentation  or  evidence  of  expenses  for  which  Executive  seeks
         reimbursement,   in   accordance   with  the   Company's   then-current
         reimbursement policy as determined by the Company's Board of Directors.

                  (F) CONTRACT ACQUISITION OPTION GRANT. In consideration of the
         Company's  December 8,  1999  acquisition  of  Zideo.com,  Inc. and the
         resulting and concurrent acquisition of Executive's  contract  as  part
         of  said acquisition, the Company hereby agrees to grant

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         Executive,  not in  lieu  of  salary  or  any  other  compensation  for
         services,  350,000  option  shares of post  reverse  split,  (pre-split
         option shares totaling 1,221,500),  registered shares of the authorized
         shares of Classics International Entertainment Inc. - based on the post
         split  authorized  shares  as  anticipated  by  the  Company's  planned
         reorganization (the "Contract  Acquisition Option Grant"). The Contract
         Acquisition Option Grant shall have an Acquisition Strike Price of $.01
         (the  "Acquisition  Strike  Price")  and shall be 100% vested as of the
         Acquisition  Grant Date,  (the  "Acquisition  Grant Date")  December 8,
         1999. No Contract Acquisition Options shall be exercisable prior to six
         months after the  Acquisition  Grant Date nor later than 10 years after
         the Acquisition Grant Date.

                  (G)  "FOUNDERS"  OPTION  GRANT.  The Company  hereby agrees to
         grant  Executive,  not in lieu of salary or any other  compensation for
         services.  350,000  option  shares of post  reverse  split,  (pre-split
         option shares totaling 1,221,500),  registered shares of the authorized
         shares of  Classics  International  Entertainment,  Inc. - based on the
         post split  authorized  shares as anticipated by the Company's  planned
         reorganization  (the  "Founder's  Option  Grant").  The Founders Option
         Grant shall have a Strike Price of $135 (the "Founder's  Strike Price")
         and shall have a 2-year vesting  period from the Founder's  Grant date,
         (the "Founder's  Grant Date") to be determined as the execution date of
         this Agreement,  January 8, 2000. 50% of the aggregate Founder's Option
         Grant  will vest at the one year  anniversary  with the  remaining  50%
         vesting at the two year anniversary date. No Founder's Options shall be
         exercisable prior to six month after the Founder's Grant Date nor later
         than 10 years  after  the  Founder's  Grant  Date.  No  portion  of the
         Founder's Option Grant shall be exercisable unless it is vested.

                  (H)  STOCK OPTIONS. Executive will be eligible for, but is not
         guaranteed  to  receive,  additional  stock  options   ("Options"),  in
         accordance with the Company's anticipated 2000 Stock  Option  Plan,  as
         determined  by the Board of Directors.

         6.       VACATION AND HOLIDAYS.  During  the Employment Term, Executive
will be entitled to receive paid vacation and paid holidays in  accordance  with
the  Company's then-current policy, but in no event less thanfour  (4) weeks per
contract year.

         7. LOCATION OF  EMPLOYMENT.  Executive  will be entitled to perform his
duties under this Agreement at the Company's  headquarters at 6060 North Central
Expressway,  Suite 560, Dallas, Texas 75206 or such location(s) that the Company
and Executive mutually determine to be in the best interests of the Company.

         8.       INTELLECTUAL PROPERTY RIGHTS

                  (a)  Executive  agrees that the Company 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 8,  "Discoveries"  means all
         inventions,   discoveries,   improvements,   and  copyrightable   works
         (including,  without   limitation,  any  information  relating  to  the

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         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  the Company or its affiliates) 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 the  Company 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") of such Discoveries or
         Work  Product.  All Tangible  Embodiments  of any  Discoveries  or Work
         Product will be deemed to have been assigned to the Company as a result
         of the act of expressing any Discovery or Work Product therein.

                  (c)  Executive  hereby  assigns  and  agrees  to assign to the
         Company 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 the Company to make any desired changes to
         any part of any  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  Discoveries and Work Product arising during
         Executive's employment with the Company (or its predecessors),  whether
         pursuant to this Agreement or otherwise.

                  (d) At the request of the Company,  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 the  Company  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 the Company's  interest in such Discovery and Work
         Product, the expenses for which will be borne by the Company. Executive
         hereby  irrevocably  designates  and  appoints the Company and its duly
         authorized officers and agents as his agents and  attorneys-in-fact to,
         if the Company 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.

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                  (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 Executive's other obligations to assign intellectual
         property rights under this Agreement.

                  (f) The  obligations  of Executive set forth in this Section 8
         (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 the Company,
         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 8 DOES NOT APPLY to any  invention of Executive
         for which no equipment,  supplies, facility, or Proprietary Information
         (as  defined  below)  of the  Company  was used and that was  developed
         entirely on Executive's own time,  unless (i) the invention  relates to
         (A) the  Business or (B) the  Company's  or its  affiliates'  actual or
         demonstrably anticipated research or development, or (ii) the invention
         results from any work  performed  by Executive  for or on behalf of the
         Company or its affiliates.

         9.       EXPOSURE TO PROPRIETARY INFORMATION

                  (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 the
         Company's  and its  affiliates'  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 the  Company or its  affiliates  or any other  information  that the
         Company  or  any   affiliate   or  the  Company  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.

         10.     USE OF PROPRIETARY INFORMATION. Executive acknowledges that the
Proprietary  Information  constitutes  a  protectible  business  interest of the
Company and its affiliates, and covenants and agrees that during the term of his

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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 the Company.  Executive's obligations under
this Section 10 with respect to particular Proprietary  Information will survive
expiration or termination of this Agreement and Executive's  employment with the
Company,  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.

         11.   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 the Company are and will remain the property of
the Company;  upon  termination  of his employment  with the Company,  Executive
shall immediately return to the Company all such items in his possession and all
copies of such items.

         12.      EQUITABLE REMEDIES.

                  (a) Executive  acknowledges and agrees that the agreements and
         covenants  set forth in  Sections 8, 9, 10, and 11 are  reasonable  and
         necessary for the protection of the Company's business interests,  that
         irreparable injury will result to the Company 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,  the Company 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,  the Company  will be entitled to immediate  injunctive  and
         other  equitable  relief,  without  bond and without the  necessity  of
         showing  actual  monetary  damages.  Nothing in this Section 12 will be
         construed as  prohibiting  the Company 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 8, 9, 10 and 11 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 8, 9, 10, and 11 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.

         13.      TERMINATION.

                  (a) If there has been a material  breach of this  Agreement by
         Executive,  the Company may terminate the Employment  Term upon fifteen
         days' prior  written  notice  to  Executive issued upon approval of the

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          Company's  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  fifteen-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, any vested stock
          options and the commitment to provide  financial  assistance set forth
          it paragraph 5 of the Side Agreement.  Without limiting the generality
          of the  preceding  sentence,  any  breach by  Executive  of any of his
          obligations  under Sections 8, 9, 10, and 11 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 13(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
                  the Company's 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 the
                  Company,    including,    without   limitation,    Executive's
                  embezzlement    of   the   Company's   funds   or   theft   or
                  misappropriation   of  the  Company's  or  any  other  party's
                  property; or

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

         The fifteen day notice  requirement  of this Section  13(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  the  Company
         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 after the
         year in  question),  but all other  obligations  of the  Company 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

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         reduced  by  any  benefits  Executive  receives  from  Company-provided
         disability insurance (if any such insurance exists).

                  (c) The Company may elect to terminate  Executives  employment
         hereunder  without cause upon 60 days prior written  notice;  provided,
         that the Company 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 the  Company  if  there  has been a
         material  breach of this  Agreement by the Company,  unless such breach
         has been cured within such 30 day period.

                  (e) Termination of the Employment Term in accordance with this
         Section 13, 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 8, 9, 10 and 11 and will
         not limit either party's ability to pursue remedies at law or equity.

                  (f)  In  the  event  the  Employment  Term  is  terminated  in
         accordance with Section 13(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
                  (1/2).

                  (g)  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.

         14.      COVENANT NOT TO COMPETE.

                 14.1     Executive Acknowledgment. Executive acknowledges that,
as a result of his position  with  the  Company  he has and will further develop
knowledge about the Company  and  its  affiliates, and  knowledge  and a working
relationship with customers  with   whom they do business, which  knowledge  and

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relationship is special, unique and of an intellectual character.  Such business
information is considered  confidential by the Company, the value of which would
be destroyed by disclosure of such information or by its use in competition with
the Company.  In addition,  Executive will be performing services to the Company
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.

                  14.2     Non-Competition.

                  (a)  During  Executive's  employment  with the  Company or any
         affiliate  of the  Company  (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
         the Company or any  affiliate  of the  Company in the  Business or (ii)
         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 the Company or any affiliate of the
         Company for the purposes of  representing  any business  which competes
         with such party in the Business.

                  (b)  Executive  acknowledges  that the  Business is  conducted
         throughout  the world and that the Company and its  affiliates  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 14.2,  including the
         nature of the activities  restrained hereby, has been as narrowly drawn
         as possible to protect the  legitimate  interests of the  Company,  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 14.2, 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.

         15.  EFFECT OF PRIOR  AGREEMENTS.  This  Agreement  contains the entire
understanding  between the Company and Executive  relating to the subject matter
hereof and supersede any prior employment  agreement  between  Executive and the
Company or either  agreement  relating to the subject  matter hereof between the
Company 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.

         16.  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

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

         17.  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 no 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.

         18. 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 the Company:
                           Classics International Entertainment, Inc.
                           6060 North Central Expressway, Suite 560
                           Dallas, Texas 75206
                           Attn: Richard S. Berger

                  If to Executive:
                           Edward W. Sample
                           1901Keystone Drive
                           Plano, Texas 75075

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 18.

         19.     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.

         20.     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.

         21.    BINDING EFFECT. This Agreement will be binding upon and inure to
the benefit of  Executive,  the  Company, and  their  respective  successors and
permitted assigns. The Company will be entitled to assign its rights and  duties

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<PAGE>

under this  Agreement  provided that the Company 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 the  Company's  right to seek  equitable
relief as provided for in Section 12, if any  controversy  or claim  between the
parties her to 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 shalt 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)  skilled  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 in 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.

(Signature Page Follows)




















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<PAGE>

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

                                                     COMPANY:

                                                         Name: RICHARD S. BERGER
                                                           /s/ RICHARD S. BERGER
                                                         Title: DIRECTOR
                                                         DATE: 1/7/2000
                                                               --------



                                                     EXECUTIVE:

                                                          Name: Edward W. Sample
                                                           /s/  Edward W. Sample
                                                          Date:    1/7/2000



























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