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                                                                   EXHIBIT 10.10


                            FORM OF CONTINGENT NOTE


$2,150,625                                                     July 1, 1999


        FOR VALUE RECEIVED, the undersigned, J2 Communications ("Obligor")
promises to pay to the order of James P. Jimirro or his lawful assignee
("Holder"), the principal sum of Two Million One Hundred Fifty Thousand Six
Hundred Dollars ($2,150,625) in lawful money of the United States, or if less
than such principal amount has been advanced hereunder, the aggregate unpaid
principal balance of this Note, with interest thereon in like lawful money, at
the rate provided below from the date such principal is advanced until payment
in full thereof.

         This Note is referred to and is executed and delivered pursuant to that
certain Restated Employment Agreement, dated as of September   , 1999 (as it may
be amended, supplemented or otherwise modified from time to time, the
"Employment Agreement"), between the Obligor and the Holder. Capitalized terms
not otherwise defined herein, shall have the meanings ascribed thereto in the
Employment Agreement. Reference is hereby made to the terms and conditions of
the Employment Agreement for a more complete statement of the terms and
conditions of the under which the amounts due hereunder are to be paid. The
Employment Agreement, among other things, provides (a) for the issuance of one
or more Contingent Notes upon Holders election to waive all or a portion of his
compensation, (b) the acceleration of the maturity hereof upon the happening of
certain stated events, including but not limited to a Change of Control (as
defined in the Employment Agreement) and also for prepayments of principal
hereof prior to the maturity hereof upon the terms and conditions therein
specified, and (c) for changes in the interest rate hereof upon the terms and
conditions specified therein.

         The outstanding principal amount hereof (including, to the extent
permitted by law, on interest thereon not paid when due) shall bear interest
from the date made until paid in full in cash at a fluctuating rate equal 7% per
annum (the "Base Rate"). The total amount owing hereunder is referred to herein
as the "Obligation."

         All interest charges shall be computed on the basis of a year of 360
days and actual days elapsed. Interest not paid when due at the Maturity Date
(as defined below) shall accrue at a rate equal to 5% per annum (the "Default
Rate) over the Base Rate. The maturity date (the "Maturity Date") for the
Obligations owing hereunder shall be 5 business days after the occurrence of a
"Change of Control."

         Except as otherwise provided herein, all interest shall be payable in
arrears upon a "Change of Control." "Change in Control" means either (i) a
Change of Control as defined under the Employment Agreement of (ii) a change in
control of the Company occurring after the date of this Note of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether
or not the Company is then subject to such reporting requirement; provided,
however, that, without limitation, such a






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Change in Control shall be deemed to have occurred if after the date of this
Agreement


         Each of the following specified events hereby constitutes and is herein
referred to individually as an "Event of Default":

                  (a) Obligor's failure to make (or cause to be made) any
payments to the Holder under this Note when the same are due and not cured; or


                  (b) Default in the due and timely observance or performance of
the material terms, provisions, covenants, conditions, agreements or obligations
of Obligor contained in this Note which would adversely and materially affect
the validity, perfection or priority of the security interest of the Holder in
the Collateral, or the value of the Collateral or the Note and failure to cure
same within ten (10) business days of Holder's written notice concerning such
failure; or

                  (c) Suspension by Obligor of its business operations and
failure to reinstate operations within twenty (20) business days of such
suspension; or

                  (d) Obligor transfers all or substantially all of its assets
to a third party other than Holder who is approved by Holder, in Holder's sole
and absolute discretion; or

                  (e) The acquisition by a third party, other than Holder or an
affiliate of Obligor, of all of the outstanding shares of common stock of
Obligor.

         At the Holder's option, upon the occurrence of an Event of Default, and
at any time thereafter if such Event of Default shall then be continuing:

                  (a) Unless such Event of Default is cured within the time
period provided for hereunder, the Indebtedness may, without presentment,
demand, protest, or notice of any kind, all of which are hereby expressly waived
by Obligor, be forthwith called due and payable, if not otherwise then due and
payable (anything in this Note or other agreement, contract, indenture, document
or instrument contained to the contrary notwithstanding) and the Maturity Date
shall be accelerated accordingly;

                  (b) The Holder may pursue the remedies afforded to it
hereunder or under any of the documents executed in connection herewith, or any
other remedy afforded to it by law or equity, and the Holder may, at its option,
do and perform all other acts and things reasonably necessary for the proper
preservation and protection of its rights hereunder, or pursuant to the Restated
Security Agreement, all at the cost and expense of Obligor, which amount so
expended shall constitute costs recoupable by the Holder; and





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                  (c) The Holder may, at its option, engage others to exercise
or discharge any of its rights or obligations hereunder. The amounts payable to
such others by the Holder shall be recoupable by the Holder.

         No provision of this Note shall be deemed to establish or require the
payment of interest of a rate in excess of the maximum rate permitted by
applicable law (the "Maximum Legal Rate"). In the event that the interest
required to be paid under this the Note exceeds the Maximum Legal Rate, the
interest required to be paid hereunder or under the Note shall be automatically
reduced to the Maximum Legal Rate. In the event any interest paid exceeds the
then applicable interest rate, the excess of such interest over the maximum
amount of interest permitted to be charged shall automatically be deemed to
reduce the accrued and unpaid fees and expenses due to the Holder under this
Note, if any; then to reduce the accrued and unpaid interest, if any; and then
to reduce principal of the Loan; the balance of any excess interest remaining
after the application of the foregoing, if any, shall be refunded to the
Obligor.

         If any of the Obligations owed hereunder are not paid when due (whether
by acceleration or otherwise), then all of the Obligations shall bear interest
at the Default Rate applicable thereto until so paid; and if any other Default
or Event of Default occurs, then at the election of the Holder, while any such
Default or Event of Default is outstanding, all of the Obligations shall bear
interest at the Default Rate applicable thereto. Interest calculated at the
Default Rate shall be immediately due and owing and shall accrue and be payable
from the date such payment was due to and including the date of payment.

         All payments in respect of this Note shall be made to Holder at 10787
Wilshire Blvd., Penthouse Two, Los Angeles, CA 90024, or at such other place as
may be designated in writing by the Holder for such purpose in accordance with
the terms of the Employment Agreement.

         The principal and all accrued and unpaid interest thereon shall be due
and payable in full as provided herein. Such payment is subject to earlier
acceleration and/or mandatory prepayments as provided in the Employment
Agreement. Upon the occurrence of an Event of Default the whole sum of principal
and interest then due and owing hereunder shall be immediately due and payable.

         If this Note is not paid in full on the Maturity Date, the Obligor
promises to pay all reasonable costs and expenses of collection and reasonable
attorneys' fees and expenses and court costs incurred by the holder hereof on
account of such collection whether or not suit is filed thereon.

         The amounts and rates of all Loans made pursuant hereto and all amounts
paid or repaid on this Note shall be indicated on the Holder's books with
respect to this Note and shall constitute prima facie evidence of the amounts
and dates of such Loans.

         The Obligor waives protest, diligence, presentment, demand for payment,
notice of




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default or nonpayment, notice of dishonor and all other demands and notices in
connection with the delivery, acceptance, performance and enforcement of this
Note, and to the fullest extent permitted by law, all rights to assert any
statute of limitations to an action hereunder.

         Each controversy, dispute or claim between the parties arising out of
or relating to this Note, which controversy, dispute or claim is not settled in
writing within thirty (30) days after the "Claim Date" (defined as the date on
which Holder or Obligor gives written notice to all other parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in California in accordance with the provisions of Section 638 et seq. of the
California Code of Civil Procedure, or their successor section ("CCP"), which
shall constitute the exclusive remedy for the settlement of any controversy,
dispute or claim concerning this Note, including whether such controversy,
dispute or claim is subject to the reference proceeding and except as set forth
above, the parties waive their rights to initiate any legal proceedings against
each other in any court or jurisdiction other than the Superior Court in Los
Angeles County (the "Court"). The referee shall be a retired Judge of the Court
selected by mutual agreement of the parties, and if they cannot so agree within
forty-five (45) days after the Claim Date, the referee shall be promptly
selected by the Presiding Judge of the Court (or his representative). The
referee shall be appointed to sit as a temporary judge, with all of the powers
for a temporary judge, as authorized by law, and upon selection should take and
subscribe to the oath of office as provided for in Rule 244 of the California
Rules of Court (or any subsequently enacted Rule). Each party shall have one
peremptory challenge pursuant to CCP Section 170.6. The referee shall (a) be
requested to set the matter for hearing within sixty (60) days after the Claim
Date and (b) try any and all issues of law or fact and report a statement of
decision upon them, if possible, within ninety (90) days of the Claim Date. Any
decision rendered by the referee will be final, binding and conclusive and
judgment shall be entered pursuant to CCP Section 644 in any court in the state
of California having jurisdiction. Any party may apply for a reference
proceeding at any time after thirty (30) days following notice to any other
party of the nature of the controversy, dispute or claim, by filing a petition
for a hearing and/or trial. All discovery permitted by this paragraph shall be
completed no later than fifteen (15) days before the first hearing date
established by the referee. The referee may extend such period in the event of a
party's refusal to provide requested discovery for any reason whatsoever,
including, without limitation, legal objections raised to such discovery or
unavailability of a witness due to absence or illness. No party shall be
entitled to "priority" in conducting discovery. Depositions may be taken by
either party upon seven (7) days written notice, and request for production or
inspection of documents shall be responded to within ten (10) days after
service. All disputes relating to discovery which cannot be resolved by the
parties shall be submitted to the referee whose decision shall be final and
binding upon the parties. Pending appointment of the referee as provided herein,
the Superior Court is empowered to issue temporary and/or provisional remedies,
as appropriate.




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         Except as expressly set forth in this paragraph, the referee shall
determine the manner in which the reference proceeding is conducted including
the time and place of all hearings, the order of presentation of evidence, and
all other questions that arise with respect to the course of the reference
proceeding. All proceedings and hearings conducted before the referee, except
for trial, shall be conducted without a court reporter, except that when any
party so requests, a court reporter will be used at any hearing conducted before
the referee. The party making such a request shall have the obligation to
arrange for and pay for the court reporter. The costs of the court reporter at
the trial shall be borne equally by the parties. The referee shall be required
to determine all issues in accordance with existing case law and the statutory
laws of the state of California. The rules of evidence applicable to proceedings
at law in the state of California will be applicable to the reference
proceeding. The referee shall be empowered to enter equitable as well as legal
relief, to provide all temporary and/or provisional remedies and to enter
equitable orders that will be binding upon the parties. The referee shall issue
a single judgment at the close of the reference proceeding that shall dispose of
all of the claims of the parties that are the subject of the reference. The
parties hereto expressly reserve the right to contest or appeal from the final
judgment or any appealable order or appealable judgment entered by the referee.
The parties hereto expressly reserve the right to findings of fact, conclusions
of law, a written statement of decision, and the right to move for a new trial
or a different judgment, which new trial, if granted, is also to be a reference
proceeding under this provision.

         In the event that the enabling legislation which provides for
appointment of a referee is repealed (and no successor statute is enacted), any
dispute between the parties that would otherwise be determined by the reference
procedure herein described will be resolved and determined by arbitration. The
arbitration will be conducted by a retired judge of the Court, in accordance
with the California Arbitration Act, Section 1280 through Section 1294.2 of the
CCP as amended from time to time. The limitations with respect to discovery as
set forth hereinabove shall apply to any such arbitration proceeding.

         This Note shall be governed by and construed in accordance with the
laws of the state of California without reference to conflicts of law principles
in the state of California.

         IN WITNESS WHEREOF, the Obligor has executed this Note as of the date
first written above.


                                         "OBLIGOR"

                                         J2 Communications


                                         By_______________________________

                                         Its______________________________




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