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                                                                  EXHIBIT 10.11

                       RENAISSANCE ENTERTAINMENT CORPORATION
                                EMPLOYMENT AGREEMENT


       AGREEMENT by and between Renaissance Entertainment Corporation, a 
Colorado Corporation (the "Company"), and Charles S. Leavell (the 
"Executive"), dated as of the 11th day of December 1998.

       The Board of Directors of the Company (the "Board"), has determined 
that it is in the best interests of the Company and its shareholders to 
assure that the Company will have the continued dedication of the Executive, 
notwithstanding the possibility, threat or occurrence of a Change of Control 
(as defined below) of the Company.  The Board believes it is imperative to 
diminish the inevitable distraction of the Executive by virtue of the 
personal uncertainties and risks created by a pending or threatened Change of 
Control and to encourage the Executive's full attention and dedication to the 
Company currently and in the event of any threatened or pending Change of 
Control, and to provide the Executive with compensation and benefits 
arrangements upon a Change of Control which ensure that the compensation and 
benefits expectations of the Executive will be satisfied and which are 
competitive with those of other corporations. Therefore, in order to 
accomplish these objectives, the Board has caused the Company to enter into 
this Agreement.

       NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

       1.     CERTAIN DEFINITIONS.  (a) The "Effective Date" shall mean the 
first date during the Change of Control Period (as defined in Section 1(b)) 
on which a Change of Control (as defined in Section 2) occurs.  Anything in 
this Agreement to the Contrary notwithstanding, if a Change of Control occurs 
and if the Executive's employment with the Company is terminated prior to the 
date on which the Change of Control occurs, and if it is reasonably 
demonstrated by the Executive that such termination of employment (i) was at 
the request of a third party who has taken steps reasonably calculated to 
effect a Change of Control or (ii) otherwise arose in connection with or 
anticipation of a Change of Control, then for all purposes of this Agreement 
the "Effective Date" shall mean the date immediately prior to the date of 
such termination of employment.

       (b)    The "Change of Control Period" shall mean the period commencing 
on the date hereof and ending on the third anniversary of the date hereof; 
provided, however, that commencing on the date one year after the date 
hereof, and on each annual anniversary of such date hereof, and on each 
annual anniversary of such date (such date and each annual anniversary 
thereof shall be hereinafter referred to as the "Renewal Date"), unless 
previously terminated, the Change of Control Period shall be automatically 
extended so as to terminate three years from such Renewal Date, unless at 
least 60 days prior to the Renewal Date the Company shall give notice to the 
Executive that the Change of Control Period shall not be so extended.

       2.     CHANGE OF CONTROL.  For the purpose of this Agreement, a 
"Change of Control" shall mean:

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       (a)    The acquisition by any individual, entity or group (within the 
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership 
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% 
or more of either (i) the then-outstanding shares of common stock of the 
Company (the "Outstanding Company Common Stock") or (ii) the combined voting 
power of the then-outstanding voting securities of the Company entitled to 
vote generally in the election of directors (the "Outstanding Company Voting 
Securities"); provided, however, that for purposes of this subsection (a), 
the following acquisitions shall not constitute a Change of Control: (i) any 
acquisition by the Company, (ii) any acquisition by any employee benefit plan 
(or related trust) sponsored or maintained by the Company or any corporation 
controlled by the Company, or (iii) any acquisition by any corporation 
pursuant to a transaction which complies with clauses (i), (ii) and (iii) of 
subsection (c) of this Section 2; or

       (b)    Individuals who, as of the date hereof, constitute the Board 
(the "Incumbent Board") cease for any reason to constitute at least a 
majority of the Board; provided, however, that any individual becoming a 
director subsequent to the date hereof whose election, or nomination for 
election by the Company's shareholders, was approved by a vote of at least a 
majority of the directors then comprising the Incumbent Board shall be 
considered as though such individual were a member of the Incumbent Board, 
but excluding, for this purpose, any such individual whose initial assumption 
of office occurs as a result of an actual or threatened election contest with 
respect to the election or removal of directors or other actual or threatened 
solicitation of proxies or consents by or on behalf of a Person other than 
the Board; or

       (c)    Consummation of a reorganization, merger or consolidation, 
joint venture or strategic partner transaction or sale or other disposition 
of all or substantially all of the assets of the Company (a "Business 
Combination"), in each case, unless, following such Business Combination, (i) 
all or substantially all of the individuals and entities who were the 
beneficial owners, respectively, of the Outstanding Company Common Stock and 
Outstanding Company Voting Securities immediately prior to such Business 
Combination beneficially own, directly or indirectly, more than 50% of, 
respectively, the then-outstanding shares of common stock and the combined 
voting power of the then-outstanding voting securities entitled to vote 
generally in the election of directors, as the case may be, of the 
corporation resulting from such Business Combination (including, without 
limitation, a corporation which as a result of such transaction owns the 
Company or all or substantially all of the Company's assets either directly 
or through one or more subsidiaries) in substantially the same proportions as 
their ownership, immediately prior to such Business Combination of the 
Outstanding Company Common Stock and Outstanding Company Voting Securities, 
as the case may be, (ii) no Person (excluding any corporation resulting from 
such Business Combination or any employee benefit plan (or related trust) of 
the Company or such corporation resulting from such Business Combination) 
beneficially owns, directly or indirectly, 30% or more of, respectively, the 
then-outstanding shares of common stock of the corporation resulting from 
such Business Combination, or the combined voting power of the 
then-outstanding voting securities of such corporation except to the extent 
that such ownership existed prior to the Business Combination and (iii) at 
least a majority of the members of the board of directors of the corporation 
resulting from such Business 

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Combination were members of the Incumbent Board at the time of the execution 
of the initial agreement, or of the action of the Board, providing for such 
Business Combination; or

       (d)    Approval by the shareholders of the Company of a complete 
liquidation or dissolution of the Company.

       3.     EMPLOYMENT PERIOD.  The Company hereby agrees to continue the 
Executive in its employ, and the Executive hereby agrees to remain in the 
employ of the Company subject to the terms and conditions of this Agreement, 
for the period commencing on the Effective Date and ending on the third 
anniversary of such date (the "Employment Period").

       4.     TERMS OF EMPLOYMENT.  (a) POSITION AND DUTIES.  (i) During the 
Employment Period, (A) the Executive's position (including status, offices, 
titles and reporting requirements), authority, duties and responsibilities 
shall be at least commensurate in all material respects with the most 
significant of those held, exercised and assigned at any time during the 
120-day period immediately preceding the Effective Date and (B) the 
Executive's services shall be performed at the location where the Executive 
was employed immediately preceding the Effective Date or any office or 
location less than 30 miles from such location.

       (ii)   During the Employment Period, and excluding any periods of 
vacation and sick leave to which the Executive is entitled, the Executive 
agrees to devote reasonable attention and time during normal business hours 
to the business and affairs of the Company and, to the extent necessary to 
discharge the responsibilities assigned to the Executive hereunder, to use 
the Executive's reasonable best efforts to perform faithfully and efficiently 
such responsibilities.  During the Employment Period it shall not be a 
violation of this Agreement for the Executive to (A) serve on corporate, 
civic or charitable boards or committees, (B) deliver lectures, fulfill 
speaking engagements or teach at educational institutions, and (C) manage 
personal investments, so long as such activities do not significantly 
interfere with the performance of the Executive's responsibilities as an 
employee of the Company in accordance with this Agreement.  It is expressly 
understood and agreed that to the extent that any such activities have been 
conducted by the Executive prior to the Effective Date, the continued conduct 
of such activities (or the conduct of activities similar in nature and scope 
thereto) subsequent to the Effective Date shall not thereafter be deemed to 
interfere with the performance of the Executive's responsibilities to the 
Company.

       (b)    COMPENSATION.  (i) BASE SALARY.  During the Employment Period, 
the Executive shall receive an annual base salary ("Annual Base Salary"), 
which shall be paid at a monthly rate, at least equal to twelve times the 
highest monthly base salary paid or payable, including any base salary which 
has been earned but deferred, to the Executive by the Company and its 
affiliated companies in respect of the twelve-month period immediately 
preceding the month in which the Effective Date occurs.  During the 
Employment Period, the Annual Base Salary shall be reviewed no more than 
twelve months after the last salary increase awarded to the Executive prior 
to the Effective Date and thereafter at least annually.  Any  increase in 
Annual Base Salary shall not serve to limit or reduce any other obligation to 
the Executive under this Agreement.  Annual Base Salary shall not be reduced 
after any such increase and the term Annual Base Salary 

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as utilized in this Agreement shall refer to Annual Base Salary as so 
increased.  As used in this Agreement, the term "affiliated companies" shall 
include any company controlled by, controlling or under common control with 
the Company.

       (ii)   ANNUAL BONUS.  In addition to Annual Base Salary, the Executive 
shall be awarded, for each fiscal year ending during the Employment Period, 
an annual bonus (the "Annual Bonus") in cash at least equal to the 
Executive's highest bonus under the Company's incentive plans for the last 
three full fiscal years prior to the Effective Date (annualized in the event 
that the Executive was not employed by the Company for the whole of such 
fiscal year) (the "Recent Annual Bonus").  Each such Annual Bonus shall be 
paid no later than the end of the third month of the fiscal year next 
following the fiscal year for which the Annual Bonus is awarded, unless the 
Executive shall elect to defer the receipt of such Annual Bonus.

       (iii)  INCENTIVE, SAVINGS AND RETIREMENT PLANS.  During the Employment 
Period, the Executive shall be entitled to participate in all incentive, 
savings and retirement plans, practices, policies and programs applicable 
generally to other peer executives of the Company and its affiliated 
companies, but in no event shall such plans, practices, policies and programs 
provide the Executive with incentive opportunities (measured with respect to 
both regular and special incentive opportunities, to the extent, if any, that 
such distinction is applicable), savings opportunities and retirement benefit 
opportunities, in each case, less favorable, in the aggregate, than the most 
favorable of those provided by the Company and its affiliated companies for 
the Executive under such plans, practices, policies and programs as in effect 
at any time during the 120-day period immediately preceding the Effective 
Date or if more favorable to the Executive, those provided generally at any 
time after the Effective Date to other peer executives of the Company and its 
affiliated companies.

       (iv)   WELFARE BENEFIT PLANS.  During the Employment Period, the 
Executive and/or the Executive's family, as the case may be, shall be 
eligible for participation in and shall receive all benefits under welfare 
benefit plans, practices, policies and programs provided by the Company and 
its affiliated companies (including, without limitation, medical, 
prescription, dental, disability, employee life, group life, accidental death 
and travel accident insurance plans and programs) to the extent applicable 
generally to other peer executives of the Company and its affiliated 
companies, but in no event shall such plans, practices, policies and programs 
provide the Executive with benefits which are less favorable, in the 
aggregate, than the most favorable of such plans, practices, policies and 
programs in effect for the Executive at any time during the 120-day period 
immediately preceding the Effective Date or, if more favorable to the 
Executive, those provided generally at any time after the Effective Date to 
other peer executives of the Company and its affiliated companies.

       (v)    EXPENSES.  During the Employment Period, the Executive shall be 
entitled to receive prompt reimbursement for all reasonable expenses incurred 
by the Executive in accordance with the most favorable policies, practices 
and procedures of the Company and its affiliated companies in effect for the 
Executive at any time during the 120-day period immediately preceding the 
Effective Date or, if more favorable to the Executive, as in effect 

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generally at any time thereafter with respect to other peer executives of the 
Company and its affiliated companies.

       (vi)   FRINGE BENEFITS.  During the Employment Period, the Executive 
shall be entitled to fringe benefits, including, without limitation, tax and 
financial planning services, payment of club dues, and, if applicable, use of 
an automobile and payment of related expenses, in accordance with the most 
favorable plans, practices, programs and policies of the Company and its 
affiliated companies in effect for the Executive at any time during the 
120-day period immediately preceding the Effective Date or, if more favorable 
to the Executive, as in effect generally at any time thereafter with respect 
to other peer executives of the Company and its affiliated companies.

       (vii)  OFFICE AND SUPPORT STAFF.  During the Employment Period, the 
Executive shall be entitled to an office or offices of a size and with 
furnishings and other appointments, and to exclusive personal secretarial and 
other assistance, at least equal to the most favorable of the foregoing 
provided to the Executive by the Company and its affiliated companies at any 
time during the 120-day period immediately preceding the Effective Date or, 
if more favorable to the Executive, as provided generally at any time 
thereafter with respect to other peer executives of the Company and its 
affiliated companies.

       (viii) VACATION.  During the Employment Period, the Executive shall be 
entitled to paid vacation in accordance with the most favorable plans, 
policies, programs and practices of the Company and its affiliated companies 
as in effect for the Executive at any time during the 120-day period 
immediately preceding the Effective Date or, if more favorable to the 
Executive, as in effect generally at any time thereafter with respect to 
other peer executives of the Company and its affiliated companies.

       5.     TERMINATION OF EMPLOYMENT.  (a) DEATH OR DISABILITY.  The 
Executive's employment shall terminate automatically upon the Executive's 
death during the employment Period.  If the Company determines in good faith 
that the Disability of the Executive has occurred during the Employment 
Period (pursuant to the definition of Disability set forth below), it may 
give to the Executive written notice in accordance with Section 12(b) of this 
Agreement of its intention to terminate the Executive's employment.  In such 
event, the Executive's employment with the Company shall terminate effective 
on the 30th day after receipt of such notice by the Executive (the 
"Disability Effective Date"), provided that, within the 30 days after such 
receipt, the Executive shall not have returned to full-time performance of 
the Executive's duties.  For purposes of this Agreement, "Disability" shall 
mean the absence of the Executive from the Executive's duties with the 
Company on a full-time basis for 180 consecutive business days as a result of 
incapacity due to mental or physical illness which is determined to be total 
and permanent by a physician selected by the Company or its insurers and 
acceptable to the Executive or the Executive's legal representative.

       (b)    CAUSE.  The Company shall terminate the Executive's employment 
during the Employment Period for Cause.  For purposes of this Agreement, 
"Cause" shall mean:

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              (i)    The willful and continued failure of the Executive to
       perform substantially the Executive's duties with the Company or one of
       its affiliates (other than any such failure resulting from the incapacity
       due to physical or mental illness), after a written demand for
       substantial performance is delivered to the Executive by the Board or the
       Chief Executive Officer of the Company which specifically identifies the
       manner in which the Board or Chief Executive Officer believes that the
       Executive has not substantially performed the Executive's duties, or

              (ii)   the willful engaging by the Executive in illegal conduct or
       gross misconduct which is materially and demonstrably injurious to the
       Company.

For purposes of this provision, no act or failure to act, on the part of the 
Executive, shall be considered "willful" unless it is done, or omitted to be 
done, by the Executive in bad faith or without reasonable belief that the 
Executive's action or omission was in the best interests of the Company.  Any 
act, or failure to act, based upon authority given pursuant to a resolution 
duly adopted by the board or upon the instructions of the Chief Executive 
Officer or a senior officer of the Company or based upon the advice of 
counsel for the Company shall be conclusively presumed to be done, or omitted 
to be done, by the Executive in good faith and in the best interests of the 
Company.  The cessation of employment of the Executive shall not be deemed to 
be for Cause unless and until there shall have been delivered to the 
Executive a copy of a resolution duly adopted by the affirmative vote of not 
less than three quarters of the entire membership of the Board at a meeting 
of the Board called and held for such purpose (after reasonable notice is 
provided to the Executive and the Executive is given an opportunity, together 
with counsel, to be heard before the Board), finding that, in the good faith 
opinion of the Board, the Executive is guilty of the conduct described in 
subparagraph (i) or (ii) above, and specifying the particulars thereof in 
detail.

       (c)    GOOD REASON.  The Executive's employment may be terminated by 
the Executive for Good Reason.  For purposes of this Agreement, "Good Reason" 
shall mean:

              (i)    the assignment to the Executive of any duties inconsistent
       in any respect with the Executive's position (including status, offices,
       titles and reporting requirements), authority, duties or responsibilities
       as contemplated by Section 4(a) of this Agreement, or any other action by
       the Company which results in a diminution in such position, authority,
       duties or responsibilities, excluding for this purpose an isolated,
       insubstantial and inadvertent action not taken in bad faith and which is
       remedied by the Company promptly after receipt of notice thereof given by
       the Executive;

              (ii)   any failure by the Company to comply with any of the
       provisions of Section 4(b) of this Agreement, other than an isolated,
       insubstantial and inadvertent failure not occurring in bad faith and
       which is remedied by the Company promptly after receipt of notice thereof
       given by the Executive;

              (iii)  the Company's requiring the Executive to be based at any
       office or location other than as provided in Section 4(a)(i)(B) hereof or
       the Company's requiring 

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       the Executive to travel on Company business to a substantially greater 
       extent than required immediately prior to the Effective Date;

              (iv)   any purported termination by the Company of the Executive's
       employment otherwise than as expressly permitted by this Agreement; or

              (v)    any failure by the Company to comply with and satisfy
       Section 11(c) of this Agreement.

       For purposes of this Section 5(c), any good faith determination of 
"Good Reason" made by the Executive shall be conclusive.

       (d)    NOTICE OF TERMINATION.  Any termination by the Company for 
Cause, or by the Executive for Good Reason, shall be communicated by Notice 
of Termination to the other party hereto given in accordance with Section 
12(b) of this Agreement.  For purposes of this Agreement, a "Notice of 
Termination" means a written notice which (i) indicates the specific 
termination provision in this Agreement relied upon, (ii) to the extent 
applicable, sets forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of the Executive's employment 
under the provision so indicated and (iii) if the Date of Termination (as 
defined below) is other than the date of receipt of such notice, specifies 
the termination date (which date shall be not more than 30 days after the 
giving of such notice).  The failure by the Executive or the Company to set 
forth in the Notice of Termination any fact or circumstance which contributes 
to a showing of Good Reason or Cause shall not waive any right of the 
Executive or the Company, respectively, hereunder or preclude the Executive 
or the Company, respectively, from asserting such fact or circumstance in 
enforcing the Executive's or the Company's rights hereunder.

       (e)    DATE OF TERMINATION.  "Date of Termination" means (i) if the 
Executive's employment is terminated by the Company for Cause, or by the 
Executive for  Good Reason, the date of receipt of the Notice of Termination 
or any later date specified therein, as the case may be, (ii) if the 
Executive's employment is terminated by the Company other than for Cause or 
Disability, the Date of Termination shall be the date on which the Company 
notifies the Executive of such termination and (iii) if the Executive's 
employment is terminated by reason of death or Disability, the Date of 
Termination shall be the date of death of the Executive or the Disability 
Effective Date, as the case may be.

       6.     OBLIGATIONS OF THE COMPANY UPON TERMINATION.  (a) GOOD REASON; 
OTHER THAN FOR CAUSE, DEATH OR DISABILITY.  If, during the Employment Period, 
the Company shall terminate the Executive's employment other than for Cause 
or Disability or the Executive shall terminate employment for Good Reason:

              (i)    the Company shall pay to the Executive in a lump sum in
       cash within 30 days after the Date of Termination the aggregate of the
       following amounts:

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                     A.     the sum of (1) the Executive's Annual Base Salary
              through the Date of Termination to the extent not theretofore
              paid, (2) the product of (x) the higher of (I) the Recent Annual
              Bonus and (II) the Annual Bonus paid or payable, including any
              bonus or portion thereof which has been earned but deferred (and
              annualized for any fiscal year consisting of less than twelve full
              months or during which the Executive was employed for less than
              twelve full months), for the most recently completed fiscal year
              during the Employment Period, if any (such higher amount being
              referred to as the "Highest Annual Bonus") and (y) a fraction, the
              numerator of which is the number of days in the current fiscal
              year through the Date of Termination, and the denominator of which
              is 365 and (3) any compensation previously deferred by the
              Executive (together with any accrued interest or earnings thereon)
              and any accrued vacation pay, in each case to the extent not
              theretofore paid (the sum of the amounts described in clauses (1),
              (2), and (3) shall be hereinafter referred to as the "Accrued
              Obligations"); and

                     B.     the amount equal to the product of (1) three and (2)
              the sum of (x) the Executive's Annual Base Salary and (y) the
              Highest Annual Bonus; and

                     C.     an amount, if any, equal to the excess of (1) the
              actuarial equivalent of the benefit under any qualified defined
              benefit retirement plan maintained by the Company (the "Retirement
              Plan") (utilizing actuarial assumptions no less favorable to the
              Executive than those in effect under the Retirement Plan
              immediately prior to the Effective Date), and any supplemental or
              excess retirement plan in which the Executive participates
              (together, the "SERP") which the Executive would receive if the
              Executive's employment continued for three years after the Date of
              Termination assuming for this purpose that all accrued benefits
              are fully vested, and, assuming that the Executive's compensation
              in each of the three years is that required by Section 4(b)(i) and
              Section 4(b)(ii), over (2) the actuarial equivalent of the
              Executive's actual benefit (paid or payable), if any, under the
              Retirement Plan and the SERP as of the Date of Termination;

              (ii)   for three years after the Executive's Date of Termination,
       or such longer period as may be provided by the terms of the appropriate
       plan, program, practice or policy, the Company shall continue benefits to
       the Executive and/or the Executive's family at least equal to those which
       would have been provided to them in accordance with the plans, programs,
       practices and policies described in Section 4(b)(iv) of this Agreement if
       the Executive's employment had not been terminated or, if  more favorable
       to the Executive, as in effect generally at any time thereafter with
       respect to other peer executives of the Company and its affiliated
       companies and their families, provided, however, that if the Executive
       becomes reemployed with another employer and is eligible to receive
       medical or other welfare benefits under another employer-provided plan,
       the medical and other welfare benefits described herein shall be
       secondary to those provided under such other plan during such applicable
       period of eligibility.  For purposes of determining eligibility (but not
       the time of commencement of benefits) of the Executive 

                                      -8-
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       for retiree benefits pursuant to such plans, practices, programs and 
       policies, the Executive shall be considered to have remained employed 
       until three years after the Date of Termination and to have retired on 
       the last day of such period;

              (iii)  the vesting date for all options (including substitute or
       replacement options or other options granted in connection with any
       Business Combination) to purchase shares of the Company's common stock
       which were issued to Executive by the Company or an affiliate of or
       successor to the Company which would have occurred during the Employment
       Period but for such earlier termination of employment, shall be
       accelerated and said Executive shall have the right to exercise such
       options as so vested at any time during the Employment Period or as
       provided in accordance with the terms of such options, if longer,
       provided that the options must, notwithstanding the foregoing, be
       exercised within the terms of the options.

              (iv)   the Company shall, at its sole expense as incurred, provide
       the Executive with outplacement services the scope and provider of which
       shall be selected by the Executive in his sole discretion; and

              (v)    to the extent not theretofore paid or provided, the Company
       shall timely pay or provide to the Executive any other amounts or
       benefits required to be paid or provided or which the Executive is
       eligible to receive under any plan, program, policy or practice or
       contract or agreement of the Company and its affiliated companies (such
       other amounts and benefits shall be hereinafter referred to as the "Other
       Benefits").

       (b)    DEATH.  If the Executive's employment is terminated by reason 
of the Executive's death during the Employment Period, this Agreement shall 
terminate without further obligations to the Executive's legal 
representatives under this Agreement, other than for payment of Accrued 
Obligations and the timely payment or provision of Other Benefits.  Accrued 
Obligations shall be paid to the Executive's estate or beneficiary, as 
applicable, in a lump sum in cash within 30 days of the Date of Termination.  
With respect to the provision of Other Benefits, the term Other Benefits as 
utilized in this Section 6(b) shall include, without limitation, and the 
Executive's estate and/or beneficiaries shall be entitled to receive, 
benefits at least equal to the most favorable benefits provided by the 
Company and affiliated companies to the estates and beneficiaries of peer 
executives of the Company and such affiliated companies under such plans, 
programs, practices and policies relating to death benefits, if any, as in 
effect with respect to other peer executives and their beneficiaries at any 
time during the 120-day period immediately preceding the Effective Date or, 
if more favorable to the Executive's estate and/or the Executive's 
beneficiaries, as in effect on the date of the Executive's death with respect 
to other peer executives of the Company and its affiliated companies and 
their beneficiaries.

       (c)    DISABILITY.  If the Executive's employment is terminated by 
reason of the Executive's Disability during the Employment Period, this 
Agreement shall terminate without further obligations to the Executive, other 
than for payment of Accrued Obligations and the timely payment or provision 
of Other Benefits. Accrued Obligations shall be paid to the Executive in a 
lump sum in cash within 30 days of the Date of Termination.  With respect to 
the 

                                      -9-
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provision of Other Benefits, the term "Other Benefits" as utilized in this 
Section 6(c) shall include, and the Executive shall be entitled after the 
Disability Effective Date to receive, disability and other benefits at least 
equal to the most favorable of those generally provided by the Company and 
its affiliated companies to disabled executives and/or their families in 
accordance with such plans, programs, practices and policies relating to 
disability, if any, as in effect generally with respect to other peer 
executives and their families at any time during the 120-day period 
immediately preceding the Effective Date or, if more favorable to the 
Executive and/or the Executive's family, as in effect at any time thereafter 
generally with respect to other peer executives of the Company and its 
affiliated companies and their families.

       (d)    CAUSE; OTHER THAN FOR GOOD REASON.  If the Executive's 
employment shall be terminated for Cause during the Employment Period, this 
Agreement shall terminate without further obligations to the Executive other 
than the obligation to pay to the Executive (x) his Annual Base Salary 
through the Date of Termination, (y) the amount of any compensation 
previously deferred by the Executive, and (z) Other Benefits, in each case to 
the extent theretofore unpaid.  If the Executive voluntarily terminates 
employment during the Employment Period, excluding a termination for Good 
Reason, this Agreement shall terminate without further obligations to the 
Executive, other than for Accrued Obligations and the timely payment or 
provision of Other Benefits.  In such case, all Accrued Obligations shall be 
paid to the Executive in a lump sum within 30 days of the Date of Termination.

       7.     NONEXCLUSIVITY OF RIGHTS.  Nothing in this Agreement shall 
prevent or limit the Executive's continuing or future participation in any 
plan, program, policy or practice provided by the Company or any of its 
affiliated companies and for which the Executive may qualify, nor, subject to 
Section 12(f), shall anything herein limit or otherwise affect such rights as 
the Executive may have under any contract or agreement with the Company or 
any of its affiliated companies.  Amounts which are vested benefits or which 
the Executive is otherwise entitled to receive under any plan, policy, 
practice or program of or any contract or agreement with the Company or any 
of its affiliated companies at or subsequent to the Date of Termination shall 
be payable in accordance with such plan, policy, practice or program or 
contract or agreement except as explicitly modified by this Agreement.

       8.     FULL SETTLEMENT.  The Company's obligation to make the payments 
provided for in this Agreement and otherwise to perform its obligations 
hereunder shall not be affected by any set-off, counterclaim, recoupment, 
defense or other claim, right or action which the Company may have against 
the Executive or others.  In no event shall the Executive be obligated to 
seek other employment or take any other action by way of mitigation of the 
amounts payable to the Executive under any of the provisions of this 
Agreement and such amounts shall not be reduced whether or not the  Executive 
obtains other employment. The Company agrees to pay as incurred, to the full 
extent permitted by law, all legal fees and expenses which the Executive may 
reasonably incur as a result of any contest (regardless of the outcome 
thereof) by the Company, the Executive or others of the validity or 
enforceability of, or liability under, any provision of this Agreement or any 
guarantee of performance thereof (including as a result of any contest by the 
Executive about the amount of any payment pursuant to this Agreement), plus 
in each case 

                                      -10-
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interest on any delayed payment at the applicable Federal rate provided for 
in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended 
(the "Code").

       9.     CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.  (a) Anything in 
this Agreement to the contrary notwithstanding and except as set forth below, 
in the event it shall be determined that any payment or distribution by the 
Company to or for the benefit of the Executive (whether paid or payable or 
distributed or distributable pursuant to the terms of this Agreement or 
otherwise, but determined without regard to any additional payments required 
under this Section 9) (a "Payment") would be subject to the excise tax 
imposed by Section 4999 of the Code or any interest or penalties are incurred 
by the Executive with respect to such excise tax (such excise tax, together 
with any such interest and penalties, are hereinafter collectively referred 
to as the "Excise Tax"), then the Executive shall be entitled to receive an 
additional payment (a "Gross-Up Payment") in an amount such that after 
payment by the Executive of all taxes (including any interest or penalties 
imposed with respect to such taxes), including, without limitation, any 
income taxes (and any interest and penalties imposed with respect thereto) 
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an 
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the 
Payments.  Notwithstanding the foregoing provisions of this Section 9(a), if 
it shall be determined that the Executive is entitled to a Gross-Up Payment, 
would not receive a net after-tax benefit of at least $10,000 (taking into 
account both income taxes and any Excise Tax) as compared to the net 
after-tax proceeds to the Executive resulting from an elimination of the 
Gross-Up Payment and a reduction of the Payments, in the aggregate, to an 
amount (the "Reduced Amount") such that the receipt of Payments would not 
give rise to any Excise Tax, then no Gross-Up Payment shall be made to the 
Executive and the Payments, in the aggregate, shall be reduced to the Reduced 
Amount.

       (b)    Subject to the provisions of Section 9(c), all determinations 
required to be made under this Section 9, including whether and when a 
Gross-Up Payment is required and the amount of such Gross-Up Payment and the 
assumptions to be utilized in arriving at such determination, shall be made 
by an independent certified public accounting firm retained by the Company, 
which firm may be the Company's independent auditors, or such other certified 
public accounting firm as may be designated by the Executive (the "Accounting 
Firm") which shall provide detailed supporting calculations both to the 
Company and the Executive within 15 business days of the receipt of notice 
from the Executive that there has been a Payment, or such earlier time as is 
requested by the Company.  In the event that the Accounting Firm is serving 
as accountant or auditor for the individual, entity or group effecting the 
Change of Control , the Executive shall appoint another nationally recognized 
accounting firm to make the determinations required hereunder (which 
accounting firm shall then be referred to as the Accounting Firm hereunder).  
All fees and expenses of the Accounting Firm shall be borne solely by the 
Company.  Any Gross-Up Payment, as determined pursuant to this Section 9, 
shall be paid by the Company to the Executive within five days of the receipt 
of the Accounting firm's determination.  Any determination by the Accounting 
Firm shall be binding upon the Company and the Executive.  As a result of the 
uncertainty in the application of Section 4999 of the Code at the time of the 
initial determination by the Accounting Firm hereunder, it is possible that 
Gross-Up Payments which will not have been made by the Company should have 
been made ("Underpayment"), consistent with the calculations required to be 
made hereunder.  In the event 

                                      -11-
<PAGE>

that the Company exhausts its remedies pursuant to Section 9(c) and the 
Executive thereafter is required to make payment of any Excise Tax, the 
Accounting Firm shall determine the amount of the Underpayment that has 
occurred and any such Underpayment shall be promptly paid by the Company to 
or for the benefit of the Executive.

       (c)    The Executive shall notify the Company in writing of any claim 
by the Internal Revenue Service that, if successful, would require the 
payment by the Company of the Gross-Up Payment.  Such notification shall be 
given as soon as practicable but no later than ten business days after the 
Executive is informed in writing of such claim and shall apprise the Company 
of the nature of such claim and the date on which such claim is required to 
be paid.  The Executive shall not pay such claim prior to the expiration of 
the 30-day period following the date on which it gives such notice to the 
Company (or such shorter period ending on the date that any payment of taxes 
with respect to such claim is due).  If the Company notifies the Executive in 
writing prior to the expiration of such period that it desires to contest 
such claim, the Executive shall:

              (i)    give the Company any information reasonably requested by
       the Company relating to such claim,

              (ii)   take such action in connection with contesting such claim
       as the Company shall reasonably request in writing from time to time,
       including, without limitation, accepting legal representation with
       respect to such claim by an attorney reasonably selected by the Company,

              (iii)  cooperate with the Company in good faith in order
       effectively to contest such claim, and

              (iv)   permit the Company to participate in any proceedings
       relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and 
expenses (including additional interest and penalties) incurred in connection 
with such contest and shall indemnify and hold the Executive harmless, on an 
after-tax basis, for any Excise Tax or income tax (including interest and 
penalties with respect thereto) imposed as a result of such representation 
and payment of costs and expenses.  Without limitation on the foregoing 
provisions of this Section 9(c), the Company shall control all proceedings 
taken in connection with such contest and, at its sole option, may pursue or 
forego any and all administrative appeals, proceedings, hearings and 
conferences with the taxing authority in respect of such claim and may, at 
its sole option, either direct the Executive to pay the tax claimed and sue 
for a refund or to contest the claim in any permissible manner, and the 
Executive agrees to prosecute such contest to a determination before any 
administrative tribunal, in a court of initial jurisdiction and in one or 
more appellate courts, as the Company shall determine; provided, however, 
that if the Company directs the Executive to pay such claim and sue for a 
refund, the Company shall advance the amount of such payment to the 
Executive, on an interest-free basis and shall indemnify and hold the 
Executive harmless, on an after-tax basis, from any Excise Tax or income tax 
(including interest or penalties with respect thereto) imposed with respect 
to such 

                                      -12-
<PAGE>

advance or with respect to any imputed income with respect to such advance; 
and further provided that any extension of the statute of limitations 
relating to payment of taxes for the taxable year of the Executive with 
respect to which such contested amount is claimed to be due is limited solely 
to such contested amount.  Furthermore, the Company's control of the contest 
shall be limited to issues with respect to which a Gross-Up Payment would be 
payable hereunder and the Executive shall be entitled to settle or contest, 
as the case may be, any other issue raised by the Internal Revenue Service or 
any other taxing authority.

       (d)    If, after the receipt by the Executive of an amount advanced by 
the Company pursuant to Section 9(c), the Executive becomes entitled to 
receive any refund with respect to such claim, the Executive shall (subject 
to the Company's complying with the requirements of Section 9(c)) promptly 
pay to the Company the amount of such refund (together with any interest paid 
or credited thereon after taxes applicable thereto).  If, after the receipt 
by the Executive of an amount advanced by the Company pursuant to Section 
9(c), a determination is made that the Executive shall not be entitled to any 
refund with respect to such claim and the  Company does not notify the 
Executive in writing of its intent to contest such denial of refund prior to 
the expiration of 30 days after such determination, then such advance shall 
be forgiven and shall not be required to be repaid and the amount of such 
advance shall offset, to the extent thereof, the amount of Gross-Up Payment 
required to be paid.

       10.    CONFIDENTIAL INFORMATION.  The Executive shall hold in a 
fiduciary capacity for the benefit of the Company all secret or confidential 
information, knowledge or data relating to the  Company or any of its 
affiliated companies, and their respective businesses, which shall have been 
obtained by the Executive during the Executive's employment by the Company or 
any of its affiliated companies and which shall not be or become public 
knowledge (other than by acts by the Executive or representatives of the 
Executive in violation of this Agreement).  After termination of the 
Executive's employment with the Company, the Executive shall not, without the 
prior written consent of the Company or as may otherwise be required by law 
or legal process, communicate or divulge any such information, knowledge or 
data to anyone other than the Company and those designated by it.  In no 
event shall an asserted violation of the provisions of this Section 10 
constitute a basis for deferring or withholding any amounts otherwise payable 
to the Executive under this Agreement.

       11.    SUCCESSORS.  (a)  This Agreement is personal to the Executive 
and without the prior written consent of the Company shall not be assignable 
by the Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of and be 
enforceable by the Executive's legal representatives.

       (b)    This Agreement shall inure to the benefit of and be binding 
upon the Company and its successors and assigns.

       (c)    The Company will require any successor (whether direct or 
indirect, by purchase, merger, consolidation or otherwise) to all or 
substantially all of the business and/or assets of the Company to assume 
expressly and agree to perform this  Agreement in the same manner and to the 
same extent that the Company would be required to perform it if no such 
succession had 

                                      -13-
<PAGE>

taken place.  As used in this Agreement, "Company" shall mean the Company as 
hereinbefore defined and any successor to its business and/or assets as 
aforesaid which assumes and agrees to perform this Agreement by operation of 
law, or otherwise.

       12.    MISCELLANEOUS.  (a) This Agreement shall be governed by and 
construed in accordance with the laws of the State of Colorado, without 
reference to principles of conflict of laws.  The captions of this Agreement 
are not part of the provisions hereof and shall have no force or effect.  
This Agreement may not be amended or modified otherwise than by a written 
agreement executed by the parties hereto or their respective successors and 
legal representatives.

       (b)    All notices and other communications hereunder shall be in 
writing and shall be given by hand delivery to the other party or by 
registered or certified mail, return receipt requested, postage prepaid, 
addressed as follows:

       If to the Executive:        Charles S. Leavell

                                   ---------------------

                                   ---------------------

       If to the Company:          Renaissance Entertainment Corporation
                                   275 Century Circle
                                   Suite 102
                                   Louisville, CO   80027
                                   Attention:  Chairman of the Board of
                                     Directors

or to such other address as either party shall have furnished to the other in 
writing in accordance herewith.  Notice and communication shall be effective 
when actually received by the addressee.

       (c)    The invalidity or unenforceability of any provision of this 
Agreement shall not affect the validity or enforceability of any other 
provision of this Agreement.

       (d)    The Company may withhold from any amounts payable under this 
Agreement such Federal, state, local or foreign taxes as shall be required to 
be withheld pursuant to any applicable law or regulation.

       (e)    The Executive's or the Company's failure to insist upon strict 
compliance with any provision of this Agreement or the failure to assert any 
right the Executive or the Company may have hereunder, including, without 
limitation, the right of the Executive to terminate employment for Good 
Reason pursuant to Section 5(c)(i)-(v) of this Agreement, shall not be deemed 
to be a waiver of such provision or right or any other provision or right of 
this Agreement.

       (f)    The Executive and the Company acknowledge that, except as may 
otherwise be provided under any other written agreement between the Executive 
and the Company, the employment of the Executive by the Company is "at will" 
and, subject to Section 1(a) hereof, prior to the Effective Date, the 
Executive's employment and/or this Agreement may be 


                                      -14-
<PAGE>

terminated by either the Executive or the Company at any time prior to the 
Effective Date, in which case the Executive shall have no further rights 
under this Agreement.  From and after the Effective Date this Agreement shall 
supersede any other agreement between the parties with respect to the subject 
matter hereof.

       IN WITNESS WHEREOF, the Executive has hereunto set the Executive's 
hand and, pursuant to the authorization from its Board of Directors, the 
Company has caused these presents to be executed in its name on its behalf, 
all as of the day hand year first above written.


EXECUTIVE                                 RENAISSANCE ENTERTAINMENT
                                                 CORPORATION


   /s/ J. Stanley Gilbert                 By   /s/ Charles S. Leavell
---------------------------------            ---------------------------------
       J. Stanley Gilbert                    Charles S. Leavell
                                             Its Chairman of the Board and CEO





                                      -15-