Exhibit 10.1










                            DATED as of April 1, 2006

                              EMPLOYMENT AGREEMENT






           METROMEDIA INTERNATIONAL TELECOMMUNICATIONS SERVICES, INC.





                                       AND







                                    DAVID LEE



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                                                                    Exhibit 10.1

DATED AS OF  April 1,  2006

PARTIES

(1)      Metromedia International Telecommunications Services, Inc., a Delaware
         corporation, with its principal office at 8000 Tower Point Drive,
         Charlotte, NC 28227 (the "Company"); and

(2)      David Lee, a citizen of the United Kingdom, residing at Copper Beeches
         Field Road, Stroud, England GL5 2JA, passport (1) 740130692 (the
         "Employee").



INTERPRETATION

(1)      In this Agreement, unless the context otherwise requires, the following
         terms shall have the meanings set out below:

<TABLE>
<CAPTION>
<S>                                                        <C>

           the Board                                 the  board of  directors  of the  Company  or the
                                                     board of  directors of  Metromedia  International
                                                     Group,  Inc., as the case may be  (including  any
                                                     committee of the Board);

           the Commencement Date                     March 3, 2006;

           Confidential Information                  shall have the meaning given in Section 7.2;

           Designated Company                        shall have the meaning given in Section 1.3;

           Documents                                 documents, disks, memory, notebooks, tapes or any
                                                     other medium, whether or not eye-readable, on which
                                                     information may from time to time be recorded;

           Group Company                             the  Company and any  company  which  directly or
                                                     indirectly  controls,  is  controlled  by,  or is
                                                     under   common    control   with   the   Company,
                                                     including    without    limitation,    Metromedia
                                                     International     Group,     Inc.,     Metromedia
                                                     International  Telecommunications  Inc. ("MITI"),
                                                     Metromedia  Georgia  Holdings,  Inc.,  and any of
                                                     their respective affiliates or subsidiaries;

           Inventions                                shall have the meaning given in Section 8.2;

           Key Employee                              any  individual  who is (or was in the 12  months
                                                     period prior to the  Termination  Date)  employed
                                                     in  either  (a)  an   executive   or   management
                                                     capacity;  or (b) a  capacity  in which he or she
                                                     has   access   to   or   obtained    confidential
                                                     information,  but (for the  avoidance  of  doubt)
                                                     not  including  any  employee  whose  duties  are
                                                     purely  administrative  or  clerical  or  who  is
                                                     employed in a support capacity;
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                                          <C>

           MIG                                       Metromedia International Group, Inc.;

           Net Salary                                shall mean the salary  received  by the  Employee
                                                     pursuant  to  an  employment  agreement  with  an
                                                     individual  Group Company or  Designated  Company
                                                     less  any   withholding   taxes  or  other  items
                                                     required  to be  deducted  by such Group  Company
                                                     or  Designated  Company  pursuant  to the laws of
                                                     the  country in which he is  rendering  services.
                                                     The  Employee  hereby  consents  to the making of
                                                     all such  deductions  and  agrees to repay to the
                                                     Company   and/or  any  other  Group   Company  or
                                                     Designated  Company as applicable,  promptly upon
                                                     demand  any  amount  which  the  Company  or such
                                                     other Group  Company or  Designated  Company,  as
                                                     the  case   may  be,   failed   for  any   reason
                                                     whatsoever  to deduct  from any  payment  made to
                                                     the Employee;

           Permitted Interest                        an  interest  in (i) any class of shares or other
                                                     securities  of any company  which are traded on a
                                                     recognized  stock  exchange  which amounts to not
                                                     more than five  percent  of such  class of issued
                                                     shares  or   securities  or  (ii)  any  regulated
                                                     mutual fund or authorized unit trust;

           Place of Employment                       shall have the meaning given in Section 1.2;

           Pre-Termination Period                    the  period of six months  immediately  preceding
                                                     the Termination Date;

           Prior Inventions                          shall have the meaning given in Section 8.1;

           Supervisor                                the  Chief   Executive   Officer  of   Metromedia
                                                     International Group, Inc.;

           Term                                      shall mean the term of this Agreement;

           Termination                               Date the date of termination or expiration
                                                     of this Agreement howsoever occurring.
</TABLE>


(2)      The expressions "subsidiary" and "affiliate" have the meanings given to
         them under the laws of the State of New York.


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(3)      References to any legislation are to be construed as referring also to
         any enactment or re-enactment thereof (whether before or after the date
         hereof) and to any previous enactment which such enactment has replaced
         (with or without amendment provided that the amendment does not change
         the law as at the date hereof) and to any regulation or order made
         thereunder.


OPERATIVE PROVISIONS

1        Title, Job Description, etc.

1.1      The Company shall employ the Employee and the Employee shall serve the
         Company as its Vice President of Georgian Operations with the immediate
         and exclusive duty being to serve as General Director of Magticom, Ltd.
         The Company reserves the right to change the Employee's title and
         duties from time to time.

1.2       The Employee shall be principally based at the offices of Magticom
          Ltd., a subsidiary of Metromedia Georgia Holdings, Inc. located in
          Tbilisi, Georgia ("Place of Employment") but shall be required to
          attend and work at any location (whether within or outside the
          Commonwealth of Independent States or the United States) on a
          temporary basis as reasonably required of him from time to time.

1.3      The Company may require the Employee to enter into one or more separate
         employment agreements with individual Group Companies, where this is
         necessary to enable the Employee to more effectively perform services
         for such Group Company (any such company a "Designated Company"). In
         the event of any conflict between the terms of this Agreement and any
         such other agreement, this Agreement shall control.

1.4      The hours of work of the Employee are not fixed but are the usual
         working hours at the location at which the Employee is principally
         based or, if applicable, at which he may be working and such additional
         hours as may be necessary to enable him to properly discharge his
         duties.

1.5      The terms of this Agreement shall include and the Employee shall be
         bound by the MIG Corporate Policies Handbook, as it may be amended or
         supplemented from time to time, except to the extent inconsistent with
         this Agreement. In the event of any inconsistency between the terms of
         such Corporate Policies and this Agreement, the terms of this Agreement
         shall govern.

1.6      The Employee hereby acknowledges that, because his compensation is
         calculated based on the U.S. Dollar, it is not subject to indexation,
         cost of living, exchange rate or any such other adjustments.

1.7      The Employee represents and warrants that he is not a party to any
         agreement, contract (whether of employment or otherwise) or
         understanding which would in any way restrict or prohibit the Employee
         from entering into this Agreement or performing any of his duties in
         accordance with this Agreement.


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2        Period of Engagement

2.1      The Term shall commence on the Commencement Date and will continue
         until terminated: (i) by either party giving to the other not less than
         one month's notice in writing or (ii) pursuant to the provisions of
         Section 12.1 hereof. If the Employee gives notice under this Agreement,
         he must also simultaneously give notice to and terminate his employment
         relationship with any other Group Company with which he has signed an
         employment agreement.

2.2      Neither the Company nor any other Group Company shall be obliged to
         provide work for the Employee at any time after notice of termination
         of this Agreement shall have been given by (i) either Party pursuant to
         Section 2.1 or (ii) the Company pursuant to Section 12.1, and, in the
         event such notice is given, the Company may, in its discretion, take
         any one or more of the following steps:

                      (a) require the Employee to comply with such conditions as
                      it may specify in relation to remaining at, or remaining
                      away from, the place(s) of business of the Company or any
                      other Group Company;

                      (b) assign the Employee to other duties; or

                      (c) withdraw any powers vested in, or duties assigned to,
                      the Employee.


3        Duties

3.1      During the term of this Agreement, in addition to the specific
         assignments set forth in Schedule I hereto, the Employee shall have the
         following duties and obligations:

                      (a) to serve the Company and other Group Companies by
                      performing such services and carrying out such duties as
                      may be assigned to him from time to time by his
                      Supervisor;

                      (b) to use his best endeavors at all times to represent
                      the Company and other Group Companies and to promote the
                      interests and welfare and maintain the goodwill of the
                      Company and other Group Companies, and not to do, and to
                      exercise all reasonable endeavors to prevent there being
                      done, anything which may be prejudicial or detrimental to
                      the Company or any other Group Company;

                      (c) to faithfully and diligently perform his duties and to
                      exercise and carry out such powers and functions as may
                      from time to time be vested in him;

                      (d) to devote the whole of his working time and the full
                      benefit of his professional knowledge, expertise and
                      skills to the proper performance of his duties (unless on
                      vacation as permitted by this Agreement or prevented by
                      ill health or accident);

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<PAGE>

                      (e) to give (in writing if so requested) to his Supervisor
                      or such other person(s) as may be notified to him, such
                      reports, information and explanations regarding (i) the
                      affairs of the Company and/or any other Group Company, or
                      (ii) other matters relating to this Agreement as may be
                      usual or may be specifically required of him; and

                      (f) to comply with (i) any applicable Company policy
                      relating to dealings in securities of the Company or
                      securities of any other Group Company, (ii) all applicable
                      rules and regulations from time to time laid down by the
                      Company concerning its employees generally with
                      prospective effect only, and (iii) all lawful directions
                      given to him from time to time by the his Supervisor or
                      the Board.

3.2      Subject to the provisions of Section 3.1, the Employee shall have such
         powers and responsibilities in conducting the business of the Company
         and/or any other Group Company in the ordinary course as may from time
         to time be delegated to the Employee. These powers and responsibilities
         may be changed or withdrawn from time to time and such changes shall be
         immediately communicated to the Employee.

4        Salary, Benefits, Expenses and Foreign Allowance

4.1      The Company shall pay the Employee for the proper performance of his
         duties during the term of this Agreement a monthly salary of $19,166.67
         ($230,000 on an annualized basis) (the "Salary"), adjusted as set forth
         in this Section 4.1. Any Net Salary or other compensation, including
         compensation as a director, that the Employee receives from any other
         Group Company or Designated Company, including but not limited to
         Magticom, Ltd., with which the Employee enters into an employment
         agreement as contemplated by Section 1.4, will be offset against the
         Salary receivable under this Agreement, thereby reducing the Salary
         payable under this Agreement by the amount received from such other
         Group Company or Designated Company. Notwithstanding the foregoing,
         performance bonuses, if any, paid by Magticom Ltd. to the Employee
         pursuant to an employment agreement between the Employee and Magticom
         Ltd. will not be offset against Salary.

         If the Company gives notice to the Employee under Section 2.1 other
         than for an event described in Section 12.1, the Company or MITI will
         pay the Employee severance in the amount of US $230,000 offset for any
         severance paid to the Employee by Magticom Ltd. or any other Group
         Company or Designated Company in connection with the simultaneous
         termination of his employment agreement with Magticom Ltd. or such
         Group Company or Designated Company, as the case may be.

4.2      The Salary will:

                      (a) be payable in equal monthly installments in arrears by
                      not later than the last working day of each month;

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                      (b) be payable in lieu of any other fees or remuneration
                      of any description which the Employee might be entitled to
                      (or may in fact receive) from the Company (and the
                      Employee shall, at the discretion of the Board, either
                      waive his right to any such fees or remuneration or
                      deliver the same to the Company forthwith upon receipt);
                      and

                      (c) be subject to set-off by the Company from time to time
                      in respect of any liability of the Employee to the Company
                      or any other Group Company.

4.3      All payments to the Employee hereunder shall be subject to deduction
         for withholding taxes or other items required to be deducted by an
         employer pursuant to the laws of the country of which the Employee is a
         citizen or resident and/or in which he is rendering services, as
         applicable. The Employee hereby consents to the making of all such
         deductions and agrees to repay to the Company and/or any other Group
         Company as applicable, promptly upon demand any amount which the
         Company or such other Group Company, as the case may be, failed for any
         reason whatsoever to deduct from any payment made to the Employee.

4.4      The Employee shall be promptly reimbursed for all necessary and
         reasonable business expenses he incurs in the performance of his duties
         hereunder, including, without limitation, all business travel-related
         expenses.

4.5      The Employee shall be eligible to receive awards of stock options under
         an incentive stock option plan of MIG as may be determined by the Board
         of MIG.

4.6      Except for the payment of Salary as described in Section 4.1, the
         participation in the stock option plan as described in Section 4.6, the
         payment of foreign living expenses as described in this Section 4.7 and
         the payment of relocation expenses as described in Section 4.8 below,
         the Employee shall not be entitled to any other compensation or
         benefits from the Company during the term of this Agreement, including
         benefits that are available to other employees of the Company or MITI.
         For any period during the Term that the Company requires the Employee
         to be domiciled in Tbilisi, Georgia, Company shall:

                      (a) shall pay the employee the amount of $1,500 per month
                      to cover the Employee's housing and other foreign living
                      expenses;

                      (b) shall reimburse the Employee, upon presentation of
                      appropriate documentation, for the Employee's medical
                      insurance, provided that such reimbursement shall not
                      materially exceed the cost incurred by the Company for
                      providing similar medical insurance;

                      (c) shall reimburse the Employee once every three months
                      of his employment hereunder, upon presentation of
                      appropriate documentation, for one round-trip coach class
                      airline ticket between Tbilisi and London.

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4.7      The Company shall not reimburse any expenses of the Employee in
         connection with his relocation from Tbilisi, Georgia upon expiration of
         the Term of this Agreement however occurring.

4.8      During the Term, the Company shall pay or otherwise offset the
         Employee's personal tax obligations in respect of Salary and other
         compensation payable hereunder in Georgia, plus the costs of making any
         tax filings and returns of Georgia. To effect the foregoing provision,
         the Company shall at its expense retain a tax specialist qualified in
         Georgian taxes to prepare and file the Employee's Georgian tax return.
         The Company shall promptly pay when due all actual Georgian taxes due
         from the Employee for Salary and all other compensation hereunder,
         including tax payments made to or on behalf of the Employee; provided,
         however, that the Company shall not be required to pay any tax
         penalties if the reason for the Company's failure to make timely
         payments of Georgian taxes is attributable to the Employee's failure to
         promptly provide the Company with the information needed to compute his
         Georgian taxes. Any and all tax refunds received by the Employee from
         the Georgian government in connection with such tax filings shall be
         promptly returned by the Employee to the Company. At the end of the
         Term, the Company shall, as described above, pay or otherwise offset
         the Employee's personal tax obligations in Georgia in respect of Salary
         and other compensation paid to him during the Term, but the Employee
         shall be solely responsible for any and all personal tax obligations
         incurred by him after the Term in Georgia or in any other tax
         jurisdiction. For the avoidance of doubt, the Employee shall be solely
         responsible for his personal taxes in the United Kingdom and in all
         other tax jurisdictions.


5        Vacation and Holiday

         A period of absence for vacation or holidays is not provided under this
         Agreement. However, salary shall be paid for periods during which the
         Employee performs no services on account of vacation, holidays and
         personal days as shall be set forth in an employment agreement between
         the Employee and a Designated Company.


6        Restrictions upon Other Activities

6.1.     The Employee shall not (a) during the term of this Agreement carry on
         or be concerned, engaged or interested directly or indirectly (whether
         as a principal, shareholder, partner, financier, employee, consultant,
         director, officer, agent or otherwise) in any trade or business other
         than that of the Company or any other Group Company, and shall not
         engage in any other activity which the Company reasonably considers
         may impair his ability to perform his duties under this Agreement; and
         (b) for a period of the greater of (i) six months following the
         Termination Date and (ii) any period during which the Employee
         receives remuneration hereunder following the Termination Date, carry
         on or be concerned, engaged or interested directly or indirectly
         (whether as a principal, shareholder, partner, financier, employee,
         consultant, director, officer, agent or otherwise) in any trade or
         business which is in competition with the business of the Company or
         any other Group Company carried on at the Termination Date in any
         country in which the Company or such Group Company (or any entity in
         which such Group Company has a greater than 10% economic interest)
         operates; provided that the foregoing shall not apply to the holding
         of a Permitted Interest.


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6.2.     The Employee shall not during the term of this Agreement and for a
         period of six months thereafter (except in a purely social capacity,
         for the legitimate business interests of his then-current employer or
         with the prior written consent of the Board) make any contact, whether
         formal or informal, written or oral, with any past, current or
         prospective suppliers, customers or clients of the Company or any
         other Group Company with whom the Employee has had business dealings
         at any time during the term of this Agreement (including but not
         limited to, for the purposes of setting up a competing business or
         seeking employment).


6.3.     The Employee shall not during the Term and for a period of six months
         thereafter either on his own behalf or on behalf of any person, firm or
         company:

                      (a) solicit, approach or deal with, offer goods or
                      services to, accept custom from, or entice away any
                      person, firm or company who was a client or customer of
                      the Company or any other Group Company during the term of
                      this Agreement, and with whom the Employee has been
                      actively engaged or involved by virtue of his duties
                      hereunder during the Pre-Termination Period; or

                      (b) solicit, approach or deal with, or offer goods or
                      services to, or entice away from the Company or any other
                      Group Company, or interfere with any person, firm or
                      company who was a supplier, sales agent or distributor of
                      the Company or any other Group Company during the term of
                      this Agreement and in each case with whom the Employee has
                      been actively engaged or involved by virtue of his duties
                      hereunder during the Pre-Termination Period;

         provided that nothing contained in sub-sections (a) and (b) above shall
         prohibit the Employee from carrying out any activities which are not in
         direct competition with any part of the business of any Group Company
         with which the Employee was involved in during the Pre-Termination
         Period.

6.4      The Employee shall not during the term of this Agreement and for a
         period of six months thereafter either on his own behalf or on behalf
         of any person, firm or company:

                      (a) approach, solicit, hire or endeavor to entice away
                      from the Company or any other Group Company any Key
                      Employee of the Company or such Group Company, or
                      discourage from being employed by the Company or such
                      Group Company any person who, to the knowledge of the
                      Employee, is a prospective Key Employee of the Company or
                      such Group Company; or

                      (b) employ or procure another person to employ any such
                      person.

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6.5.     The Employee (who acknowledges that, in the Term, he is likely to have
         dealings with the clients, customers, suppliers and other contacts of
         the Company and the other Group Companies) agrees that each of the
         restrictions in this Section 6 is separate and distinct, is to be
         construed separately from the other restrictions, and is reasonable as
         regards its duration, extent and application for the legitimate
         business interests of the Company and the other Group Companies.
         However, in the event that any such restriction shall be found to be
         void or unenforceable but would be valid and enforceable if some part
         or parts of it were deleted or revised, the Employee agrees that such
         restriction shall apply with such deletions and/or revisions as may be
         necessary to make it valid and effective.

7        Confidential Information

7.1      "Confidential Information" is used herein to mean any information that
         pertains to or is in any way connected with the Company or any Group
         Company, including explicitly and without limitation any such
         information created or discovered by the Employee during the Term.
         Confidential Information shall include but not be limited to items set
         forth in clauses (a) through (d) immediately following.

                      (a) Business plans, trade secrets, processes, formulas,
                      data, know-how, inventions, improvements, techniques,
                      plans, strategies, forecasts, contracts, agreements,
                      employee lists, customer lists and suppliers lists.

                      (b) Information and data pertaining to any aspect of the
                      Company's or any Group Company's developmental,
                      financial, technical, marketing, sales or operating
                      activities, or to the Company's or any Group Company's
                      organization, results, performance, costs, revenues,
                      procedures, processes, systems or employees.

                      (c) Computer programs and data bases and any information
                      pertinent to the design or operation of computer
                      programs and data bases acquired, developed, sold or
                      used by the Company or any Group Company or its
                      employees; and information or data pertinent to any
                      programming techniques or processes connected with
                      these computer programs or data bases.

                      (d) Documentation, samples, models or prototypes, or parts
                      thereof developed by or in conjunction with any
                      marketing, sales or operational program undertaken by
                      the Company or any Group Company.

         Without limitation to the foregoing, information or data shall be
         considered as Confidential Information in connection herewith whenever
         the confidential or proprietary status of the information or data is
         indicated orally or in writing by the disclosing party, or in any
         context in which the disclosing party reasonably communicated or the
         receiving party should reasonably have understood that the information
         or data should be treated as confidential, whether or not the specific
         words "confidential" or "proprietary" are used.

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7.2      The Employee acknowledges that:

                    (a) He holds a senior management position with the Company
                    and, in connection with his performance of the services
                    hereunder, he will acquire and make use of Confidential
                    Information;

                    (b) Such Confidential Information constitutes a unique and
                    valuable asset of the Company;

                    (c) Maintenance of the proprietary character of the
                    Confidential Information, to the full extent feasible, is
                    important to the Company;

                    (d) The Confidential Information is sufficiently secret as
                    to derive economic value from not being generally known to
                    others who could obtain economic value from its disclosure
                    or use; and

                    (e) The Confidential Information is currently the subject of
                    efforts by the Company to maintain its secrecy or
                    confidentiality.

7.3      In order to protect the Confidential Information, the Employee agrees
         and covenants to perform as set forth in clauses (a) through (c)
         immediately following.

                    (a)  The Employee shall hold the Confidential Information
                         that is within his personal control in strictest
                         confidence and shall not use or disclose such
                         Confidential Information for so long as any such
                         Confidential Information may remain confidential,
                         secret or otherwise wholly or partially subject to
                         protection, except:

                    (i)  In connection with his performance of the Services;

                    (ii) As required by a court of law, by any governmental
                         agency having supervisory authority over the business
                         of the Company or by any administrative or legislative
                         body (including a committee thereof) with apparent
                         jurisdiction to order the Employee to divulge, disclose
                         or make accessible such information, provided, however,
                         Employee shall promptly provide notice of a request for
                         same to the Company;

                    (iii) In confidence to an attorney for the purpose of
                         obtaining legal advice; or (iv) If such Confidential
                         Information becomes generally known to the public or
                         trade without Employee's breach of this Section 7.

7.4      The Employee shall take all reasonable and appropriate steps to:

                    (a) Safeguard any Confidential Information within his
                    personal control for so long as any such Confidential
                    Information may remain confidential, secret or otherwise
                    wholly or partially subject to protection, and

                    (b)  Protect it against disclosure, misuse, espionage, loss
                    and theft. 7.5 The Employee shall return to the Company
                    upon termination of employment all materials then in
                    his possession, custody or control belonging to the
                    Company, including all Confidential Information that is
                    in tangible form and that has come into his possession
                    during his employment with the Company; provided,
                    however, that nothing shall prevent the Employee's
                    retaining personal correspondence files, personal
                    diaries, calendars and rolodexes or information
                    relating to compensation, equity positions or
                    reimbursement of expenses, information he reasonably
                    believes to be needed for tax purposes, or copies of
                    plans, programs, agreements and arrangements relating
                    to his employment, and other comparable materials.

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8        Rights to Inventions and Licenses

8.1      The Employee represents that there are no inventions, original works of
         authorship, developments, improvements and trade secrets made by the
         Employee prior to the Commencement Date (collectively referred to as
         "Prior Inventions"), which belong solely to the Employee or belong to
         the Employee jointly with another, which relate in any way to any of
         the Company's actual or proposed businesses, products or research and
         development and which are not assigned to the Company hereunder. If, in
         the course of Employee's employment with the Company, the Employee
         incorporates into a product, service or process of the Company a Prior
         Invention owned by the Employee or in which the Employee has an
         interest, the Company is hereby granted and shall have a non-exclusive,
         royalty-free, irrevocable, perpetual, worldwide license (with the right
         to sublicense) to make, have made, copy, modify, make derivative works
         of, use, sell and otherwise distribute such Prior Invention as part of
         or in connection with such product, service or process.

8.2      The Employee agrees to promptly make full written disclosure to the
         Company and to hold in trust for the sole right and benefit of the
         Company any and all inventions, original works of authorship,
         developments, concepts, know-how, improvements and trade secrets,
         whether or not patentable or subject to registration under copyright or
         similar laws, which the Employee may solely or jointly conceive or
         develop or reduce to practice, or cause to be conceived or developed or
         reduced to practice, during the course of his employment with the
         Company that:

                  (a) Relate at the time of conception or development to the
                  actual or demonstrably proposed business or research and
                  development activities of the Company;

                  (b) Result from or relate to any work performed for the
                  Company, whether or not during normal business hours;

                  (c) Are developed on Company work time; or

                  (d) Are developed through the use of Confidential Information
                  or the Company's equipment, software or other facilities or
                  resources (items (a) through (d) being collectively referred
                  to herein as "Inventions").

         The Employee hereby assigns to the Company or its designee all of the
         Employee's right, title and interest throughout the world in and to all
         Inventions, and the Employee acknowledges that all Inventions are
         "works made for hire" (to the greatest extent permitted by applicable
         law) and are fully compensated by the Employee's Salary, unless
         regulated otherwise by law.


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8.3      The Employee agrees to keep and maintain adequate and current written
         records of all Inventions made by the Employee (solely or jointly with
         others) during the course of his employment with the Company. The
         records may be in the form of notes, sketches, drawings, flow charts,
         electronic data or recordings, laboratory notebooks and any other
         format. The records will be available to and remain the sole property
         of the Company at all times. The Employee agrees not to remove such
         records from the Company's place of business except as expressly
         permitted by Company policy which may, from time to time, be revised at
         the sole election of the Company for the purpose of furthering the
         Company's business.

8.4      The Employee agrees to assist the Company or its designee, at the
         Company's expense, in every way to secure the Company's rights in the
         Inventions and any copyrights, patents, trademarks, mask-work rights,
         moral rights or other intellectual property rights relating thereto in
         any and all countries, including the disclosure to the Company of all
         pertinent information and data with respect thereto, the execution of
         all applications, specifications, oaths, assignments, recordings and
         all other documents and instruments which the Company shall deem
         necessary in order to apply for, obtain, maintain and transfer such
         rights and in order to assign and convey to the Company, its
         successors, assigns and nominees the sole and exclusive right, title
         and interest in and to such Inventions and any copyrights, patents,
         mask-work rights or other intellectual property rights relating
         thereto. The Employee further agrees that the obligation to execute or
         cause to be executed any such documents and instruments shall continue
         after the termination of Employee's employment with the Company until
         the expiration of the last such intellectual property right to expire
         in any country of the world. If the Company is unable, because of the
         Employee's mental or physical incapacity or unavailability for any
         other reason, to secure the Employee's signature to apply for or to
         pursue any application for any United States or foreign patents or
         copyright registrations covering Inventions assigned to the Company as
         set forth above, then the Employee hereby irrevocably designates and
         appoints the Company (through its duly authorized officers and agents)
         as the Employee's agent and attorney in fact, to act for and on the
         Employee's behalf, to execute and file any such applications and to do
         all other lawfully permitted acts to further the application for,
         prosecution, issuance, maintenance or transfer of letters patent or
         copyright registrations thereon with the same legal force and effect as
         if originally executed by the Employee. The Employee hereby waives and
         irrevocably quitclaims to the Company any and all claims, of any nature
         whatsoever, which the Employee now or hereafter has for infringement of
         any and all proprietary rights assigned to the Company.

9        Essential Covenants

         The restrictions set out in Sections 6, 7 and 8 above are without
         prejudice to any other fiduciary duties owed to the Company or any
         other Group Company, whether express or implied. The Employee
         acknowledges that the covenants and undertakings in Sections 6, 7 and 8
         are made for the benefit of the Company and all other Group Companies,
         and each of them shall be considered to be a third party beneficiary of
         such covenants and undertakings and, in the event of any breach thereof
         in relation to any such company, the applicable Group Company shall be
         entitled to enforce such breached covenant or undertaking directly
         against the Employee.


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<PAGE>

10       Employee Conduct

         The Employee hereby acknowledges that he has received, read and
         understands and agrees to comply in all respects with the Company's
         Corporate Policies Handbook, as it may be amended and supplemented from
         time to time, to the extent not inconsistent with the terms of this
         Agreement.

11       Remedies

         The Employee expressly acknowledges that the remedy at law for any
         breach of Sections 6, 7 and 8 may be inadequate and that upon any
         breach or threatened breach, the Company or any other Group Company
         affected by such breach shall be entitled as a matter of right to
         injunctive relief in any court of competent jurisdiction, in equity or
         otherwise, and to enforce the specific performance of the Employee's
         obligations under those provisions without the necessity of proving the
         actual damage or the inadequacy of a legal remedy. The rights conferred
         by the preceding sentence shall not be exclusive of, but shall be in
         addition to, any other rights or remedies which such company may have
         at law, in equity or otherwise.

12       Termination

12.1     The Company may at any time terminate this Agreement with immediate
         effect (or any such longer period of notice as the Company shall see
         fit) by giving the Employee written notice in any of the following
         events:

                    (a)  If the Employee at the time the notice is given is
                         prevented by reason of incapacity from appearing at his
                         customary place of work and/or fully and properly
                         performing his duties, and has been so prevented for at
                         least a continuous period of 120 days or for an
                         aggregate period of at least 120 days (whether or not,
                         in either case, working days) in the preceding twelve
                         months;

                    (b)  If the Employee shall have

                    (i)  committed an act of fraud or dishonesty, been convicted
                         of a serious crime or been guilty of gross misconduct
                         (whether or not in any such case connected with the
                         employment hereunder),

                    (ii) committed any material breach of, or, after having been
                         given warning in writing, any repeated or continued
                         breaches of, any of his duties hereunder or any of his
                         express or implied obligations arising from this
                         Agreement, including refusing to comply with any proper
                         instructions given to him,

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<PAGE>

                    (iii) been guilty of conduct or permitted or suffered to
                         occur events or actions by others tending to bring the
                         Company or any other Group Company into disrepute,

                    (iv) committed any act which materially and adversely
                         affects his ability to properly carry out his material
                         duties hereunder,

                    (v)  failed, after having been given warning in writing and
                         an opportunity to cure, to have performed the material
                         part of his duties to the satisfaction of his
                         Supervisor, or

                    (vi) become bankrupt, claimed the benefit of any legislation
                         for the time being in force for the relief of insolvent
                         debtors, or proposed or made any arrangement or
                         composition with his creditors.

12.2     Upon termination of the Agreement however arising:

         (a)  The Employee shall as soon as practicable upon the request of the
              Board:

                  (i)      resign from all offices held by him in the Company or
                           any other Group Company and from all other
                           appointments or offices which he holds as nominee or
                           representative of the Company or any other Group
                           Company, and

                  (ii)     terminate any powers of attorney, signatory powers or
                           other authorizations which he may have received from
                           the Company or any other Group Company, and, if he
                           fails so to do, the Company is irrevocably authorized
                           by the Employee to appoint some person in his name
                           and on his behalf to execute such documents and to do
                           such other things as are reasonably necessary to give
                           effect to such resignations and terminations.

         (b)   The Employee (or, if he shall be dead, of unsound mind or
               bankrupt, his personal representatives or such other persons as
               shall be appointed to administer his estate and affairs) shall
               deliver to the Company in accordance with the directions of the
               Board all computers, cell phones and other equipment belonging to
               the Company or any other Group Company, and all keys, security
               passes, credit cards, Documents and other property belonging to
               or relating to the businesses or affairs of the Company or any
               other Group Company, including all copies of all Company and
               Group Company Documents containing confidential information (and
               all copies, extracts or notes of any of the same) which may be in
               his possession or under his control (or that of his personal
               representatives or such other persons).

         (c)   The Employee shall cooperate to the extent requested by the Board
               in the transfer of his duties and responsibilities to the person
               designated as his successor.

         (d)   The Employee shall have no separate entitlement to any severance
               or similar payment in respect of the termination of his
               employment, however arising.

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<PAGE>

12.3     The Employee shall have no claim against the Company or any other Group
         Company:

         (a)      by reason of the merger, consolidation, continuation,
                  dissolution or liquidation of the Company, or the sale of all
                  or substantially all of the assets of the Company, provided
                  that the Employee shall have first been offered in writing a
                  new appointment with the successor or surviving company (or,
                  in the case of a Designated Company, with the Company or any
                  other Group Company) on terms no less favorable to him than
                  under this Agreement; or

         (b)      in relation to any provision of the charter or other
                  constituent documents of any Group Company, or any agreement,
                  plan or arrangement, which (i) has the effect of requiring the
                  Employee to sell or give up any shares, securities, options or
                  rights at any price, or (ii) causes any options or other
                  rights granted to him to become prematurely exercisable or
                  lapse.

12.4     The Board may at any time suspend the Employee pending the making and
         completion of such investigation regarding the conduct of the Employee
         as it thinks fit. While the suspension continues, unless specifically
         otherwise provided in this Agreement, the Employee shall continue to
         receive the Salary and other benefits set out in this Agreement. During
         the period of suspension, neither the Company nor any other Group
         Company shall be obliged to provide work to the Employee and the
         Employee shall be required to comply with such conditions as the
         Company may reasonably specify in relation to remaining at or remaining
         away from the places of business of the Company and/or any other Group
         Company. Nothing in this Section 12.4 shall be deemed to prevent the
         Agreement from being terminated for cause pursuant to the terms of this
         Agreement during or after any such investigation, whether on the
         grounds of the matter being investigated or otherwise.

13       Notices

         Notices by either party:

         (a) must be in writing addressed to the Company or the Employee at
             their respective addresses set out at the commencement of this
             Agreement, or such other address as either may notify to the
             other from time to time; and

         (b) will be effectively served:

                  (i)      on the day of receipt, where any hand-delivered
                           letter (including any delivery by recognized
                           overnight courier) or facsimile transmission is
                           received on a business day before or during normal
                           working hours;

                  (ii)     on the following business day, where any
                           hand-delivered letter (including any delivery by
                           recognized overnight courier) or facsimile
                           transmission is received either on a business day
                           after normal working hours or on any other day; or

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<PAGE>

                  (iii)    on the fifth business day following the day of
                           mailing to an overseas address of any letter sent
                           registered or certified mail.

14       General

14.1     This Agreement is in substitution for all contracts between the Company
         and any other Group Company and the Employee (whether written, oral or
         governed by a course of dealings) prior to the date hereof, each of
         which shall be deemed to have terminated with effect from the
         Commencement Date.

14.2     Unless the context of this Agreement clearly requires otherwise, (a)
         references to the plural include the singular, the singular the plural,
         and the part the whole, and (b) references to one gender include all
         other genders.

14.3     The section and other headings contained in this Agreement are for
         reference purposes only and shall not control or affect the
         construction of this Agreement or the interpretation thereof in any
         respect.

14.4     The waiver, express or implied, by either party of any right under this
         Agreement or any breach by the other shall not constitute or be deemed
         a waiver of any other right or breach under this Agreement or of the
         same right or breach on another occasion.

14.5     No amendment, change or addition to the terms of this Agreement shall
         be effective or binding on either the Company or the Employee unless
         reduced to writing and executed by both the Company and the Employee.

14.6     During the term of the Agreement, the Employee undertakes not to
         disclose or communicate any terms of this Agreement to any other
         employee of any Group Company or to any third party (other than for the
         purpose of obtaining professional advice or other than as required by
         applicable law, including the tax and securities laws and regulations
         of the United States).

14.7     Unless otherwise provided to the contrary herein, any provision of this
         Agreement that contemplates operation after the termination of the
         Agreement shall apply notwithstanding termination of the Agreement
         howsoever arising.

14.8     If any provision of this Agreement or application thereof to anyone
         under any circumstances is adjudicated to be invalid or unenforceable
         in any jurisdiction, such invalidity or unenforceability shall not
         affect any other provisions or applications of this Agreement which can
         be given effect without the invalid or unenforceable provision or
         application and shall not invalidate or render unenforceable such
         provision in any jurisdiction.

14.9     This Agreement is governed by and is to be construed in accordance with
         the laws of the State of New York, U.S.A., without regard to the
         conflict of laws principles thereof, and the Company and the Employee
         hereby submit to the non-exclusive jurisdiction of the courts of New
         York with respect to all matters relating to this Agreement.

                                       16
<PAGE>

14.10    In order to keep and maintain accurate records relating to the
         Employee's employment, it will be necessary for the Company to record,
         keep and process personal data relating to the Employee. This data may
         be recorded, kept and processed on computer and/or in hard copy form.
         To the extent that it is reasonably necessary in connection with the
         Employee's employment and the performance of the Company's
         responsibilities as an employer, it may be necessary for the Company to
         disclose this data to others.

         By signing this Agreement, the Employee consents to the recording,
         processing, use, disclosure, and transfer by the Company of personal
         data relating to him. This does not affect the Employee's rights to
         request copies of the personal data, information about how that data is
         processed and the names of the parties to whom the information may be
         properly disclosed in compliance with all applicable laws.

         For all purposes required by law, the Company has nominated the chief
         legal officer of the Company as its representative.


IN WITNESS WHEREOF the Parties have executed this Employment Agreement.

METROMEDIA INTERNATIONAL
TELECOMMUNICATIONS SERVICES, INC.


By: /S/  Mark S. Hauf
    ----------------------------------
    Mark S. Hauf
    President



DAVID LEE


    /S/ David Lee
--------------------------------------

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