EMPLOYMENT AGREEMENT
                                 January 1, 1997

     The parties to this agreement are Sheila  Kloefkorn,  residing at 2363 East
Dragoon  Avenue,  Mesa,  Arizona  85204 (the  "Executive"),  and  Network  Event
Theater,  Inc., a Delaware  corporation  with its principal  office at 149 Fifth
Avenue, New York, N.Y. 10010 (the "Company").

     The parties have agreed upon the employment of the Executive by the Company
on the terms set forth below.

     It is agreed as follows:

          1. Employment.

          During the term of the  Executive's  employment  under this agreement,
     the Company shall employ the Executive,  and the Executive  shall serve the
     Company, as the Company's Vice President - Campus Operations. The Executive
     shall report to the  Company's  chief  executive  officer and president and
     shall have such duties, responsibilities and powers as either of them shall
     from time to time  determine.  The Executive shall devote her full business
     time to the performance of her duties under this agreement.

          2. Term of Employment.

          The term of the  Executive's  employment  under this  agreement  shall
     commence on or before  January 1, 1997 (the date her  employment  commences
     being  referred  to as the  "Commencement  Date")  and,  subject to earlier
     termination  upon the  Executive's  death or  disability  (as  provided  in
     section 5.1) or pursuant to section 6 or 7, shall  continue  thereafter for
     three years. 3. Compensation and Stock Options.

          3.1 Basic  Compensation.  As basic compensation for her services under
     this  agreement,  the Executive  shall be entitled to a salary  (subject to
     applicable withholding of income taxes, social security taxes, etc.) at the
     annual rate of $65,000,  payable in equal  installments  in accordance with
     the Company's customary payroll practices for its executives.

          3.2 Increases in Basic Compensation and Bonuses.  Following the end of
     each fiscal year during the term of this agreement,  the Company's board of
     directors may, in its sole discretion, grant the Executive a bonus based on
     the  Executive's  performance  during that year or increase the Executive's
     basic compensation for the following year.

          3.3 Stock Options. Upon the Commencement Date, the Company shall grant
     to the  Executive,  pursuant to the Company's  1996  Employee  Stock Option
     Plan, the option (which shall not be an incentive stock option) to purchase
     up to 10,000  shares of the  Company's  Common  Stock at an exercise  price
     equal  to the  fair  market  value  of the  Company's  Common  Stock on the
     Commencement  Date.  The  terms  of the  option  shall  be set  forth in an
     agreement,

          4.    Reimbursement of Expenses; Fringe Benefits.

          4.1  Reimbursement  of  Expenses.  The  Company  shall  reimburse  the
     Executive  for  all  reasonable  expenses  incurred  by  the  Executive  in
     connection  with  the  performance  of her  duties,  upon  presentation  of
     appropriate vouchers covering the expenses.

          4.2 Fringe  Benefits.  The Executive and her immediate family shall be
     entitled to participate in all medical, dental, disability, life insurance,
     deferred compensation,  savings and 401(k) plans,  retirement plans, profit
     sharing  plans,  stock  purchase  plans,  and  other  fringe  benefits  and
     executive  perquisites  generally  provided  to  senior  executives  of the
     Company and their  immediate  families.  The Executive shall be entitled to
     three weeks paid vacation during each  twelve-month  period during the term
     of this agreement.

          5.    Termination of Employment Due to Disability or Death.



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          5.1  Termination of  Employment.  If, as the result of any physical or
     mental  disability,  the  Executive  shall fail or be unable to perform her
     duties for a total of 120 days in any 12-month period,  the Company may, by
     notice to the Executive,  terminate her employment  under this agreement as
     of the date of the notice. The Executive's  employment under this agreement
     shall be terminated upon her death.

          5.2 Payments on Death or Disability.  If the Executive's employment is
     terminated  pursuant to section 5.1, the Executive (or her estate) shall be
     entitled to receive, in full discharge of all of the Company's  obligations
     to the Executive, (a) the Executive's full salary (at the rate in effect on
     the date of termination) payable under section 3.1 for six months following
     the date of termination (or, if a shorter period,  for the remainder of the
     three-year  term),  less the amount of any disability  payments received by
     her under any disability insurance coverage provided to her by the Company,
     (b) any accrued and unpaid bonus previously awarded to the Executive by the
     Company's   board  of  directors,   and  (c)  the  amount  of  all  expense
     reimbursements  due to the executive under section 4.1 for periods prior to
     the date of termination.

          6.    Termination of Employment for Cause.

          6.1 Definition.  The Company may terminate the Executive's  employment
     under this agreement for cause.  For purposes of this  agreement,  the term
     "cause" shall mean:  (a) the  Executive's  conviction of a felony,  (b) the
     Executive's  conviction of a crime  involving any financial  impropriety or
     which would  materially  interfere with the Executive's  ability to perform
     her services  required  under this  agreement  or  otherwise be  materially
     injurious to the  Company,  (c) a material  breach by the  Executive of the
     duty of loyalty,  good faith and fair dealing owed by the  Executive to the
     Company as an employee,  or (d) the Executive's  willful failure to perform
     in a material respect her obligations under this agreement.

          6.2 Payments upon Termination for Cause. If the Executive's employment
     under this  agreement is terminated  for cause pursuant to section 6.1, the
     Company  shall  pay to  the  Executive,  in  full  discharge  of all of the
     Company's obligations to the Executive, the accrued amount of salary due to
     her  through  the  date  of  termination  and  the  amount  of all  expense
     reimbursements  due to her under  section 4.1 for periods prior to the date
     of termination.

          7.    Termination of Employment for Other Reasons.

          At any time after the first  anniversary of the Commencement  Date the
     Company may terminate the Executive's  employment  under this agreement for
     any reason upon thirty days  notice to the  Executive.  If the  Executive's
     employment  under this  agreement is terminated by the Company  pursuant to
     this provision (i.e.,  other than for cause or by reason of the Executive's
     death or  disability),  the  Company  shall pay to the  Executive,  in full
     discharge of all of the Company's  obligations  to the  Executive,  (a) the
     Executive's  full  salary  under  section 3.1 (at the rate in effect on the
     date of notice of termination)  until the effective date of termination and
     for a period of two months  thereafter,  (b) any accrued  and unpaid  bonus
     previously  awarded to the Executive by the  Company's  board of directors,
     and (c) the amount of all expense reimbursements due to the executive under
     section 4.1 for periods prior to the date of termination.

          8.    Confidential Information.

          The Executive  shall not,  directly or  indirectly,  either during her
     employment by the Company or at any time thereafter,  disclose to anyone or
     use (except as authorized in the regular course of the Company's  business)
     any  information  acquired by her during her employment with respect to any
     of the Company's trade secrets or other confidential information.  For this
     purpose,  information generally known to the public shall not be considered
     a trade secret or confidential information.

          9.    Non-Solicitation of Employees; Non-Competition.

          9.1  Non-Solicitation.  The Executive shall not, for a period of three
     years after  termination  of her  employment  (regardless of the reason for
     termination),   directly  or  indirectly  employ  or  retain,  solicit  the
     employment or retention  of, or be associated  with any entity that employs
     or retains or solicits the  employment  or retention of, any person who was
     an employee of the Company at any time during the twelve  months  preceding
     the termination of the Executive's employment.

          9.2 Non-Competition. For a period of one year after the termination of
     the Executive's  employment  under this agreement,  the Executive shall not
     directly or  indirectly  engage or be  interested in any business or entity
     that engages,  anywhere in the world, in any business  competitive with any


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     business in which the Company is engaged at the time of  termination of the
     Executive's  employment or with any business activity that the Company then
     has under  active  consideration.  For the purpose of this section 9.2, the
     Executive  shall be deemed to be directly  or  indirectly  interested  in a
     business  or entity if she is engaged or  interested  in that  business  or
     entity as a stockholder,  director, officer, employee,  salesperson,  sales
     representative,  agent, broker,  partner,  individual  proprietor,  lender,
     consultant or otherwise,  but not if her interest is limited  solely to the
     ownership of 5% or less of any class of the equity or debt  securities of a
     corporation whose shares are publicly traded.

          9.3  Injunctive  Relief.  Since  a  breach  by  the  Executive  of the
     provisions  of section 8 or of section 9.1 or 9.2 would  injure the Company
     in a way that  could  not be  adequately  compensated  for by  damages,  in
     addition to any other  remedies  available  to the Company it may obtain an
     injunction  restraining  any such breach,  without the necessity of showing
     actual damage and without any bond or other security being required.

          10.   Merger or Sale of Assets.

          If the Company shall merge or consolidate with another  corporation or
     shall transfer all or substantially  all of its assets this agreement shall
     be  assigned  to  the  successor  in the  merger  or  consolidation  or the
     transferee  of the  assets,  the  Company  shall  cause  the  successor  or
     transferee to assume all of the Company's obligations under this agreement,
     and  the  Executive  shall  thereafter  be  employed  by the  successor  or
     transferee in accordance with the terms of this agreement.

          11.   Miscellaneous.

          11.1  Headings.  The  section  headings  of  this  agreement  are  for
     reference  purposes only and are to be given no effect in the  construction
     or interpretation of this agreement.

          11.2  Notices.   All  notices  and  other  communications  under  this
     agreement  shall be in writing  and shall be deemed  given  when  delivered
     personally or mailed by registered mail, return receipt  requested,  to the
     parties at their  respective  addresses  set forth  above (or to such other
     address as a party may have  specified  by notice  given to the other party
     pursuant to this provision). Any notice to the Company shall be directed to
     the attention of its chief executive officer.

          11.3 Separability. The invalidity or unenforceability of any provision
     of this agreement  shall not affect the validity or  enforceability  of any
     other  provision  of this  agreement,  which shall remain in full force and
     effect.

          11.4 Waiver. Either party may waive compliance by the other party with
     any provision of this agreement. The failure of a party to insist on strict
     adherence  to any  term of this  agreement  on any  occasion  shall  not be
     considered a waiver or deprive that party of the right thereafter to insist
     upon strict adherence to that term or any other term of this agreement.  No
     waiver  of any  provision  shall  be  construed  as a waiver  of any  other
     provision. Any waiver must be in writing.

          11.5  Assignment.  Neither  party  may  assign  any of its  rights  or
     delegate any of its duties under this agreement (other than as contemplated
     by section 10 of this agreement) without the prior consent of the other and
     any  assignment  or delegation  in violation of this  prohibition  shall be
     void.

          11.6  Governing  Law.  This  agreement  shall  be  governed  by and in
     accordance  with the substantive law of the state of New York applicable to
     agreements made and to be performed in New York.

          11.7 Entire Agreement.  This agreement contains, and is intended as, a
     complete statement of all the terms of the arrangements between the parties
     with  respect  to  the  matters  provided  for,   supersedes  any  previous
     agreements  and  understandings  between the parties  with respect to those
     matters, and cannot be changed or terminated orally.


                                          NETWORK EVENT THEATER, INC.           


                                          By: /s/ Bruce Resnik                  
                                              ----------------------------
                                               Bruce Resnik
                                               Executive Vice President-
                                               Chief Financial Officer

                                       
                                           By: /s/ Sheila Kloefkorn
                                              ------------------------------
                                               Sheila Kloefkorn
 
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