EMPLOYMENT AGREEMENT


This Agreement is made and entered into by and between Samuel P. Cercone
hereinafter referred to as "Employee," and VIDESSENCE,
INC., a California corporation, hereinafter referred to as "Employer," as
of the 31st day of December 1996.

WHEREAS, NETTER DIGITAL ENTERTAINMENT, INC. ("NDEI")
is the sole shareholder of Employer.

WHEREAS, Employee and Employer desire to set out the terms of
Employee's employment, all as more particularly set forth below.

NOW, THEREFORE, in consideration of the mutual promises of the
parties and the mutual benefits they will gain by their performances
thereof, all in accordance with the provisions hereinafter set forth:

I.     Term of Employment.

a.     Basic Term.  Employer hereby agrees to employ Employee to
render services to Employer in the position and with the duties and
responsibilities described in Section 2 until the earlier of (i) the date one
(1) year from the date of this Agreement ("Initial Term Date"), 
; or (ii) the date this Agreement is terminated in accordance with Section 4
(the period from the date hereof until such date being the "Period of
Employment").  Employer shall pay Employee the compensation to which he is
entitled under Section 3 through the end of the Period of Employment.
Employee hereby accepts and agrees to such hiring, engagement and employment.


2.     Position, Duties, Responsibilities.

a.     Position.  Employee hereby accepts employment with Employer as Vice 
President-Sales. Employee shall devote his best efforts and his full time and 
attention to the performance of the services customarily incident to such office
and to such other services as may be reasonably requested by Employer. Employee
agrees to serve Employer in such capacity annd position during the Period of 
Employment. Employee shall be accountable to the President of Employer and
the Board of Employer, shall be responsible for and supervise the sales  
operations of Employer.
     
b.     Other Activities.  Except upon the prior written consent of the 
Board of Directors of the Employer, Employee, during the Period of 
Employment, will not (i) accept any other employment or (ii) engage, 
directly or indirectly, in any other business activity (whether or not 
pursued for pecuniary advantage) that is or may be competitive with, or 
that might place him in a competing position to that of Employer.

2.5    Place of Employment. During his employment, employee will perform his 
services hereunder in Beaver Country, Pennsylvania or at such other place as 
Employer and Employee may mutually agree; provided, however, that Employee will 
be required to travel frequently to other locations on Employer's business, 
including to prospect and customer sites and to Employer's principal place of 
business in Burlingame, California.

3 .    Compensation, Benefits, Expenses.

a.     Compensation.  In consideration of the services to be rendered 
hereunder, Employee shall be paid a base annual salary at the rate of One 
Hundred Thirty-Five Thousand Dollars (135,000) per year as increased per year as
increased under Section 3(b), payable in equal semimonthly payments on 
Employer's normal payroll dates. 
 
b.     Salary Increases.  Employee is entitled to reasonable annual 
increases in Employee's base salary to be established at the discretion of 
the Compensation Committee of the Employer's Board of Directors.

C.     Option Grant.  NDEI, through Employer, its wholly-owned 
subsidiary of NDEI, grants to Employee options to purchase 40,000 shares of 
common stock of NDEI, exercisable at $3.00 per share, according to 
the terms and conditions set forth in the Option Agreement, attached 
hereto as Exhibit "A."

d.     Other Options and Warrants.  At the sole discretion of the Compensation 
Committee of NDEI, the Employee may be granted options or warrants for stock 
and any qualified or non-qualified stock option or bonus plans, phantom stock 
plans, employee stock ownership plans or other similar plans or arrangements
established from time to time by Employer. 

e.     Benefits.

(1)    Insurance.  Employer shall provide Employee with insurance benefits in
accordance with the insurance benefits provided by Employer to its employees and
shall include, but not be limited to, the following: standard health, medical 
and dental insurance. The premium for Employee, his spouse and his dependents
who live full-time in the same house as Employee shall be paid for by Employer.


(2)     Retirement Plan/Profit Sharing or Similar Plans.  Employee shall be 
eligible to participate in any profit sharing, pension, retirement, savings, 
employee stock option or similar plan subject to the discretion of the Board 
of Directors of Employer if and when such a plan is established by Employer. 

(3)     Sick Leave/Disability.  Employee shall be entitled to six paid sick 
days per year.  Unused sick days shall carry over to the next year, but 
Employee shall cease accruing further sick days at any time he has 
accrued six days.  Employee is not entitled to cash in lieu of sick leave.  

(4)     Vacation.  Employee shall earn paid vacation time at the rate of 
three (3) calendar weeks per year.  Unused vacation shall carry over to 
the next year, but Employee shall cease accruing further vacation time at 
any time he has accrued three (3) weeks of unused accrued vacation, 
and shall not accrue further vacation time until using some or all of the 
accrued time.  Any unused vacation time shall be paid in a cash lump sum 
payment promptly after Employee's termination of employment, 
regardless of the reason for such termination, or at such earlier time as 
required to avoid forfeiture of accrued but unused vacation time as 
described above.

(5)     Expenses.  Employer shall reimburse Employee on a monthly basis 
for receipts he submits for all reasonable and necessary travel and other 
business expenses incurred by Employee in the performance of his duties 
hereunder, consistent with Employees normal expense reimbursement 
policy.

(6)     Car Allowance. Employer will provide Employee with the use of a company 
car and an expense allowance for operations and maintenance of such car, as 
authorized by the Board of Employer.

4.    Termination of Employment.  Employee's employment may only be 
terminated prior to the Period of Employment upon the first to occur of 
the following events:

     a.     Mutual Agreement.  The mutual written agreement of Employer 
and Employee.

     b.     By Death.  Employee's employment will terminate automatically 
on the death of Employee. Employer will pay to Employee's beneficiaries 
or estate, as appropriate, the compensation to which he is entitled 
pursuant to Section 3 above through the end of the day of such 
termination, and thereafter Employees obligation to Employee and/or to 
his beneficiaries or estate will terminate.  Employee will cooperate with 
Employees efforts to obtain fife insurance to reimburse Employer for its 
costs of payments to Employee or his estate, if Employer chooses to 
obtain insurance for such purpose.

    c.     By Disability.  If Employee will be prevented from fully performing 
his duties under this Agreement because of any illness or physical or 
mental disability for a period or periods of more than ninety (90) days in 
the aggregate during any calendar year or thirty (30) consecutive days in 
any twelve (12) month period, then Employee's employment will 
terminate on the last day of the period in which the day evidencing 
incapacity occurs (i.e., the final day of the 90-day aggregate period or of 
the 30-day consecutive period).  Upon such termination, Employer will 
continue Employee's then-current base salary for a period of six (6) 
months, in semi-monthly installments of salary as would otherwise 
become due.  All of Employees other obligations win terminate on the 
date of termination.  Employee will cooperate with Employees efforts to 
obtain disability insurance to reimburse Employer for its costs of such 
payment, if Employer chooses to obtain disability insurance for such 
purpose.

A determination of whether Employee is disabled will be made by 
Employer in good faith; provided, however, that if Employee disagrees 
with Employees determination in that regard and the parties are unable to 
resolve the dispute between themselves, the dispute will be submitted to 
arbitration in Los Angeles, California in accordance with the employment 
arbitration rules of the American Arbitration Association, and the decision 
of the arbitrator(s) will be final and binding.

    d.    By Employer with Cause.  Employer may terminate this Agreement 
for Cause, by majority vote of the Board, in the following circumstances
and in those circumstances only; 

(i)     the conviction of Employee of a felony;

(ii)     the habitual neglect by Employee of his duties, following written 
notice from the Board and a reasonable opportunity to demonstrate the 
lack of habitual neglect;

(iii) Employee refuses or fails to act in accordance with any material 
lawful direction or order by the Board of Directors of Employer;

(iv)     the participation by Employee in dishonesty, criminal acts, or 
frauds affecting Employer, Employer's good reputation in the community 
or Employee's job performance; or

(v)     Employee materially breaches any term of this Agreement.

To the extent the occurrence of any of the foregoing (a "Default") is not
susceptible to cure, Employer may terminate Employee's employment immediately.
To the extent the occurance is curable, Employee shall have thirty (30) days 
after written notice from Employer to cure the Default in the event of a 
termination under subsections 4(d) (ii) or (vii), and ten (10) days in the event
of a termination under subsections 4(d) (iv) or (v). No cure period will be 
provided under subsection 4(d) (ii). If the Default cannot be  reasonably cured
within the applicable 30 or 10 day period, Employee will be afforded a 
reasonable extension of time provided Employee shall have diligently and 
expeditiously attempted to cure the Default within the original time period and 
continues to do so during the period of the extension. Any notice of termination
provided by Employer to Employee under this Section 4(d) shall identify the 
events or conduct constituting the grounds for termination with sufficient 
specificity so as to enable Employee to take steps to cure the same (if 
susceptible to cure).
 
e.     By Employer Without Cause. In the event Employer terminates Employee's 
employment without cause, the liability of Employer to Employee as a result of 
or in connection with such termination, and Employee's exculsive remedy for 
such termination, will be limited to payment of severance compensation 
consisting of payments to be made semi-monthly to Employer's normal payroll-
practices for a period of nine (9) months from date of termination. Upon such 
termination, Employee will be entitled to profit sharing, or any other benefits 
which Employee would accrue or vest up until date of termination. Nothing herein
will be construed to limit or modify the duty of Employee to mitigate his 
damages in the event Employer terminates his employment without cause.

 
5.     Employer Representation.  Employer represents and warrants that: (i) this
Agreement has been aproved by Employer's Board of Directors annd is binding; 
(ii) this Agreement will not violate the corporate charter or by-laws of 
Employer; and (iii) Employer will not hereafter enter into any covenants or 
undertake any other acts which conflict with this Agreement. 

6.     Headings.  The headings and captions of this Agreement are 
inserted for convenience only and shall not be used to interpret or 
construe any provisions of this Agreement.

7.     Notices.  All notices or other communications required hereunder 
shall be made in writing and shall be deemed to have been duly given if 
delivered by hand or mailed, postage prepaid, by certified or registered 
mail, return receipt requested, and addressed to Employer/NDEI at:

Netter Digital Entertainment, Inc.
5200 Lankershim Blvd. Suite 280
N. Hollywood, CA 91601

or to Employee at:

Sam Cercone 
1008 Carlesa Drive 
Aliquippa, PA 15001

Notice of change of address shall be effective only when done in 
accordance with this Section.

8.     Entire Agreement.

a.     This Agreement supersedes any and all other agreements, either 
oral or in writing, between the parties hereto with respect to the 
employment of Employee by Employer.  This Agreement contains all of 
the covenants and agreements between the parties with respect to such 
employment, except as provided herein.  The terms of this Agreement 
are intended by the parties to be the final expression of their agreement 
and may not be contradicted by evidence of any prior, contemporaneous 
or subsequent agreement.  The parties further intend that this Agreement 
shall constitute the complete and exclusive statement of its terms and that 
no extrinsic evidence whatsoever may be introduced in a judicial, 
administrative or other legal proceeding involving this Agreement.  The 
terms of this Agreement may only be modified if done so in writing and 
signed by the parties.

b.     In the event Employer has or will promulgate a general employee 
manual or other written employment policies for its employees, 
appropriate policies shall apply to Employee except to the extent such 
policies are contrary to this Agreement.

9.     Attorneys' Fees.  In the event of any arbitration or court action 
concerning the execution, performance, termination or other aspect of this 
Agreement, or of the employment relationship between Employee and 
Employer, the prevailing party in any such dispute shall be entitled to an 
award of reasonable attorneys' fees and costs including, without 
limitation, expert witness fees and disbursements.

10.     Amendments and Waivers.  This Agreement may not be modified, 
amended or terminated except as provided in the Agreement or by an 
instrument in writing, signed by Employee and by a duly authorized 
representative of Employer other than Employee.  Through an instrument 
in writing similarly executed, either Employee or Employer, as the case 
may be, may waive compliance by the other party with any provision of 
this Agreement that such other party was or is obligated to comply with 
or period provided, however, that such waiver shall not operate as a 
waiver of, or estoppel with respect to, any other or subsequent failure.  
The failure of any party to insist in any one or more instances upon 
performance with any term or condition of this Agreement shall not be 
construed as a waiver of its or his future performance.  The obligations of 
either party with respect to such term, covenant or condition shall 
continue in full force and effect.

11.     Law Governing Agreement.  The validity, interpretation, 
enforceability and performance of this Agreement shall be governed by 
and construed in accordance with the laws of the State of California.

12.     Severability and Enforcement.  If any terms, covenants or 
conditions in this Agreement, or the applications thereof to any person, 
party, place or circumstance, shall be held by an arbitrator or court of 
competent jurisdiction to be invalid, unenforceable or void, the remainder 
of this Agreement or the application of such terms, covenants or 
conditions as applied to other persons, parties, places and circumstances 
shall remain in full force and effect.

13.     Employee Acknowledgment.  Employee acknowledges (i) that he 
has consulted with or has had the opportunity to consult with independent 
counsel of his own choice, concerning this Agreement and has been 
advised to do so by Employer, and (ii) that he has read and understands 
the Agreement, is fully aware of its legal effect and has entered into it 
freely based on his own judgment.

14.     Joint Preparation.  This Agreement is deemed to have been 
prepared jointly by the parties hereto and to any uncertainty or ambiguity 
existing herein, if any, shall not be interpreted against any party, but shall 
be interpreted according to the application of the rules of interpretation 
for arms length agreements taking into account the specific intention of 
the parties wherever such intention is discernible.
 
The parties have duly executed this Agreement as of the day and year 
set forth above.

EMPLOYER:     VIDESSENCE, INC.

By:                                                         Dated:
Douglas Netter,
Chairman of the Board of Directors


Dated:
Samuel P. Cercone

EXHIBIT A
OPTION AGREEMENT
NETTER DIGITAL ENTERTAINMENT, INC.
STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (the "Agreement") is effective 
as of
December 31, 1996 by and between Netter Digital Entertainment, Inc., a 
Delaware corporation (the "Company"), and Samuel P. Cercone ("Optionee"), 
with reference to the following facts:

A.     Pursuant to an Employment Agreement entered into as of 
December 31, 1996, the Company retained the services of Optionee.

B.     As part of Optionee's compensation and to align Optionee's 
interests with those of the Company, the Company agreed to grant 
Optionee an option to purchase shares of the Company's common stock.

NOW, THEREFORE, in consideration of the mutual covenants 
hereinafter set forth, it is agreed as follows:

I      Grant of Option.  The Company hereby grants to Optionee a stock 
option ("Option") to purchase shares of the Company's common stock 
upon the following terms:

	a.     Option Grant Date:     December 31, 1996

	b.     Number of Shares:      40,000 shares of common stock

	c.     Exercise Price:        $3.00

	d.     Vesting Schedule:       8,000 shares shall vest on 12/31/96
	                               8,000 shares shall vest on 12/31/97
	                               8,000 shares shall vest on 12/31/98
	                               8,000 shares shall vest on 12/31/99
	                               8,000 shares shall vest on 12/31/2000

	e.       Type of Option:           nonstatutory stock option

2.     Term of Option.  The Option shall expire on the earliest of (i) ninety 
(90) days from the date on which Optionee. ceases to be an employee of 
the Company for any reason other than death; (ii) one year from the date 
of death of Optionee; or (iii) December 31, 2001.

Other than as described in Section 3 of this Agreement or as provided in 
the Employment Agreement mentioned above, if Optionee ceases for any 
reason to be an employee of the Company, that portion of the Option 
which has not yet become vested shall be terminated, unless the 
Company's Board of Directors in its discretion accelerates the vesting 
schedule in which case it may impose whatever conditions it considers 
appropriate on the accelerated portion.

3 .      Acceleration upon Change in Control.  Notwithstanding any 
vesting provisions of the Option or anything else herein to the contrary, all 
shares evidenced by the Option shall vest and become exercisable 
immediately prior to any Change in Control, if Optionee is an employee of 
the Company at that time.  For purposes hereof, "Change in Control" shall 
have the meaning set forth in Exhibit A attached hereto.

4.     Exercise of Option.  Optionee shall exercise the Option to the extent 
exercisable, in whole or in part, by sending written notice to the Company 
of his intent to exercise.  Said notice shall specify the number of shares 
which Optionee desires to purchase pursuant to this Agreement and the 
date (which date shall be within five (5) days after receipt by the 
Company of said notice) on which he desires to complete his purchase.

a.     On or before the date specified in such notice for the completion of 
the purchase of the shares, Optionee shall pay the Company, by cash, or 
by check, the exercise price of the shares purchased.

b.      Subject to the Company's compliance with all applicable laws, rules, 
and regulations relating to the issuance of such shares and Optionee's 
compliance with all the terms and conditions of this Option, the Company 
shall promptly deliver the, shares to Optionee upon receipt of the exercise 
price therefore.

5.      Minimum, Share Purchase.  Not less than One Hundred (100) 
shares may be purchased at any one time.  No fractional share shall be 
purchased hereunder.

6.      Option Not Transferable.  The Option granted hereunder shall not 
be transferable in any manner other than upon the death of Optionee.  In 
the event of Optionee's death, the executor or administrator of his estate 
or the person to whom the Option shall have been transferred pursuant to 
will or the laws of descent and distribution may exercise the Option to the 
extent it was exercisable on the date of his death subject to Section 2 
hereof, provided, however, that such transferee shall be entitled to no 
greater rights than Optionee hereunder.  More particularly (but without 
limiting the foregoing), the Option may not be assigned, transferred 
(except as expressly provided herein), pledged, or hypothecated in any 
way, shall not be assignable by operation of law and shall not be subject 
to execution, attachment, or similar process.  Any attempted assignment, 
transfer, pledge, hypothecation, or other disposition of the Option contrary 
to the provisions hereof, or the levy of any execution, attachment, or 
similar process upon the Option, shall be null and void and without effect.


7.     Adjustments to Option Shares.  The Company shall adjust the 
number of shares granted under this Agreement, and which Optionee has 
not purchased, as follows:

a.     The grant of this Option shall not affect in any way the right or 
power of the Company to make adjustments, reclassifications, 
reorganizations, or changes of its capital or business structure, or to 
merge, consolidate, dissolve, liquidate, sell, or transfer all or any part of
its business or assets.

b.      Except as expressly provided herein, Optionee shall have no other 
rights by reason of any subdivision or consolidation of shares of stock of 
any class or the payment of any stock dividend or any other increase or 
decrease in the number of shares of stock of any class or by reason of 
any dissolution, liquidation, merger or consolidation or spin-off of assets or 
stock of another corporation.  Any issue by the Company of shares of 
stock of any class or securities convertible into shares of stock of any 
class shall not affect, and no adjustment by reason thereof shall be made 
with respect to, the number or price of shares subject to the Option.

c.      In the event there are splits, subdivisions, combinations or 
reclassifications of the Company's stock subsequent to the Option Grant Date, 
the number of shares reserved for issuance pursuant to this Option shall be 
increased or decreased proportionately, as the case may be, to appropriately
reflect such event.

9.     No Right to Continued Employment.  This Agreement does not 
confer upon Optionee any right to continue in the employ of the 
Company, nor does it limit in any way the right of the Company to 
terminate employment at any time, with or without cause.

10.     Acknowledgments of Optionee.  Optionee acknowledges and 
agrees that:

a.     Optionee is aware that this Option is NOT an Incentive Stock 
Option as contemplated under the Internal Revenue Code;

b.     Optionee and his transferees have no rights as a stockholder with 
respect to any shares covered by this Agreement until the date of the 
issuance of a stock certificate to him for such shares.  No adjustment 
shall be made for dividends (ordinary or extraordinary, whether in cash, 
securities or other property) or distributions or other right for which the 
record date is prior to the date such stock certificate is issued, except as 
provided herein.

11.     Withholding Taxes.  Whenever under this Agreement, shares are 
to be issued, the Company shall have the right to require Optionee to 
remit to the Company an amount sufficient to satisfy federal, state, and 
local withholding tax requirements prior to issuance and/or delivery of any 
certificate or certificates for such shares.

12.     Successors and Assigns. This Agreement shall bind and inure to 
the benefit of the parties' heirs, legal representatives, successors, and 
assigns.  Nothing in this Section 12 shall be construed to limit the 
provisions of Section 6 herein or any agreements executed or required to 
be executed pursuant thereto.

13.     Entire Agreement.  This Agreement constitutes the entire 
agreement between the parties pertaining to the subject matter contained 
herein and shall supersede all prior and contemporaneous agreements, 
representations, and understandings of the parties.  No supplement, 
modification, or amendment of this Agreement shall be binding unless 
executed in writing by all of the parties.  No waiver of any of the 
provisions of this Agreement shall be deemed or shall constitute a waiver 
of any other provisions, whether or not similar, nor shall any waiver 
constitute a continuing waiver.  No waiver shall be binding unless 
executed in writing by the party making the waiver.

14.     Governing Low.  This Agreement shall be construed according to 
the laws of the State of California.

15.     Validity.  Should any portion of this Agreement be declared invalid 
and unenforceable, then such portion shall be deemed to be severable 
from this Agreement and shall not affect the remainder hereof.

16.     Litigation and Attorneys' Fees.  If any arbitration or other 
proceeding is brought for the enforcement of this Agreement, or because 
of an alleged dispute or default in connection with any of its provisions, 
the successful or p party shall be entitled to recover reasonable attorneys' 
fees and other costs incurred in such action or proceeding, in addition to 
any relief to which such party may be deemed entitled.

IN WITNESS WHEREOF, this Agreement is made effective as of the 
day and year above first written.

NETTER DIGITAL ENTERTAINMENT INC.,         OPTIONEE
a Delaware corporation

By:
Douglas Netter, Chief Executive Officer                      Samuel P. Cercone

Name:
Last Name of Employee


EXHIBIT B
NETTER DIGITAL ENTERTAINMENT INC.
OWNERSHIP OF EMPLOYEE DEVELOPMENTS,
NON-DISCLOSURE AND CONFIDENTIALITY
AGREEMENT


THIS AGREEMENT, is effective as of the date shown below, by and 
between Netter Digital Entertainment, Inc.(Employer) and Samuel P. Cercone, as 
an employee ("Cercone" or "Employee") and is in consideration of the 
services  to be provided by Cercone for Employer and the compensation for 
those services to be provided to Cercone by Employer, and for other good 
and valuable consideration, the receipt and sufficiency of which is hereby 
acknowledged.  Cercone and Employer agree as follows:

1.     OWNERSHIP OF EMPLOYEE DEVELOPMENTS

1.1     Existing Proprietary Rights.  To the best knowledge of Cercone, the 
only intangible interests and properties (e.g., patents, patent applications, 
copyrights, trade secrets, and trademarks) that Cercone owns or has an 
interest in at the time of execution of this Agreement are those, if any, 
listed in Exhibit A attached hereto.

1.2     Ownership of Work Product.

a.     For purposes hereof, "Work Product" shall mean all intellectual 
property rights, including all Trade Secrets, U.S. and international 
copyrights, patentable inventions, discoveries and improvements, and 
other intellectual property rights, in any programming, documentation, 
technology, or other Work Product that relates to the business and 
interests of Employer and that Cercone conceives, develops, or delivers to 
Employer at any time during the term of Cercone's employment, except that 
"Work Product' shall not include any invention (i) that Cercone developed 
entirely on Cercone's own time, without using Employer's equipment, 
supplies, facilities or trade secret information and (ii) which neither (A) 
related at the time of conception or reduction to practice to Employers 
business or actual or demonstrably anticipated research or development 
nor (B) resulted from any work performed by Cercone for Employer.  Work 
Product shall also include all intellectual property rights in any 
programming, documentation, technology, or other work product that is 
now contained in any of the products or systems, including development 
and support systems, of Employer to the extent Cercone conceived, 
developed, or delivered such Work Product to Employer while Cercone was 
engaged as an independent contractor or an employee of Employer.  
Cercone hereby irrevocably relinquishes for the benefit of Employer and its 
assigns any moral rights in the Work Product recognized by applicable 
law.

b.      Employer shall own all Work Product. All Work Product shall be 
considered work made for hire by Cercone and owned by Employer.

c.     If any of the Work Product may not, by operation of law, be 
considered work made for hire by Cercone for Employer, or if ownership of 
all right, title, and interest of the intellectual property rights therein
shall not otherwise vest exclusively in Employer, Cercone agrees to assign,
and upon creation there of automatically assign, without consideration, the 
ownership of all Work Product, to Employer, its successors, and assigns.

d.     Employer and its successors, and assigns shall have the right to 
obtain and hold m its or their own name copyrights, registrations, and any 
other protection available in the foregoing Work Product.

e.     Cercone agrees to perform, upon the reasonable request of Employer, 
during or after Cercone's employment, such  acts as may be necessary to 
transfer, perfect, and defend Employer's ownership of the Work Product, 
including, but not limited to,
actions to:
1.     Execute, acknowledge, and deliver any requested affidavits and 
documents of assignment and conveyance;

2.    Obtain and aid in the enforcement of copyrights and, if applicable, 
patents with respect to the Work Product in any countries;

3.     Provide testimony in connection with any proceeding affecting the 
right, title, or interest of Employer in any Work Product; and Employer 
shall reimburse all reasonable out-of -pocket expenses incurred by Cercone 
at Employer's request in connection with the foregoing, including (unless 
Cercone is otherwise being compensated at the time) a reasonable per diem 
or hourly fee for services rendered following termination of Cercone's
employment.


1.3     Clearance procedure for Proprietary Rights not Claimed by 
Employer.

a.     If Cercone ever wishes to create or develop during the term of his 
employment with Employer, on Cercone's own time and with Cercone's own 
resources, anything that would be considered Work Product but to which Cercone
believes Cercone should be entitled to the personal benefit of, Cercone is 
required to follow the clearance procedure set forth in this section in 
order to ensure that Employer has no claim to the proprietary rights that 
may arise.

b.     Before Cercone begins any development work on such Work Product 
on Cercone's own time, Cercone must give Employer advance notice of 
Cercone's plans and supply a description of the development under 
consideration. Employer will determine, in good faith within thirty (30) 
days after Cerone has fully disclosed Cercone's plans to Employer, whether 
the development is claimed by Employer. If Employer determines that it 
does not claim such development, Cercone will be notified in writing and 
may retain ownership of the development to the extent of what has been 
disclosed to Employer. Cercone should submit for further clearance any 
significant improvement, modification , or adaptation relates to the 
business or interests of Employer.

2.     CONFIDENTIALITY

2.1  Confidential Information Defined.  For purposes of this Agreement, 
"Confidential Information" means all information and material winch is 
proprietary to Employer, whether or not marked as "confidential" or 
"proprietary" and which is disclosed to or obtained by Employee, which 
relates to Employer's past, present, or future research, development, or 
business activities.  Confidential Information is all information or materials 
prepared by or for Employer and includes, without limitation, all of the 
following: designs, drawings, specifications, techniques, models, data, 
source codes, object codes, documentation, diagrams, flow charts, 
research, development, processes, procedures "know-how," new product 
or new technology information, product prototypes, product copies, 
manufacturing, development or marketing techniques and material, 
development or marketing timetables, strategies, and development plans, 
including trade names, trademarks, customer, supplier, or personal names, 
and other information related to customers, suppliers, or personnel, pricing 
policies and financial information, and other information of a similar 
nature, whether or not reduced to writing or other tangible form, and 
other trade secrets or nonpublic business information.  Confidential 
Information does not included any information which (a) was in the lawful 
and unrestricted possession of Employee prior to its disclosure to 
Employee by Employer, (b) is or becomes generally available to the public 
by acts other than  those of the Employee after receiving it, or (c) has 
been received lawfully and in good faith by Employee from a third party 
who did not derive it from Employer.

2.2.  Restrictions on Use and Disclosure of Confidential Information. 
Cecone agrees not to use, copy, disclose or allow access to any 
Confidential Information of Employer during Cercone's employment and for 
so long afterwards as the pertinent information or data remain 
Confidential Information, regardless of whether the Confidential 
Information is in written or tangible form, except as required to perform 
any duties for Employer.

2.3     Screening of Public Releases of Information.   In addition, and 
without and intention of limiting Cercones's other obligation under this 
Agreement in any way, during Cercone's employment, reveal any nonpublic 
information concerning the technology pertaining to the proprietary 
products and manufacturing processes of Employer (particularly 
technology under current development or improvement), unless Cercone has 
obtained approval from Employer in advance.  In that connection , Cercone 
must first submit to Employer for review any proposed scientific and 
technical articles and the text of any public speeches relating to work 
done for Employer before they are released or delivered.  Employer has 
the right to disapprove or prohibit, or delete any parts of, such articles or 
speeches that might disclose Employer's Confidential Information or 
otherwise be contrary to Employer's business interests.

3.     Return of Materials.  Upon the request of Employer and, in any 
event, upon the termination of Cercone's employment, Cercone must return to 
Employer and leave at its disposal all memoranda, notes, records, 
drawings, manuals, computer programs, documentation, diskettes, 
computer tapes, and other documents or media pertaining to the business 
of Employer or Cercone's specific duties for Employer, including all copies 
of such materials. Cercone must also return to Employer and leave at its 
disposal all materials involving any Confidential Information of Employer.  
This Section 2 is intended to apply to all materials or compiled by Cercone, 
as well as materials furnished to Francis by anyone else in connection with 
Cercone's employment.

4.     MISCELLANEOUS

4.1     Survival of Obligation.  The covenants on Sections 1.2, 2.2, and 3 
of this Agreement shall survive termination of Cercone's employment, 
regardless of who causes the termination and under what circumstances.

4.2     Construction.  The heading used herein are for convenience or 
reference only and shall not affect the construction of, or be taken  into 
consideration in interpreting, any provision of this Agreement.  In the 
interpretation and construction of this Agreement, the acknowledge that 
the terms hereof reflect extensive negotiations between the parties and 
that this Agreement shall not be deemed, for the purpose of construction 
and/or interpretation, that either party drafted this Agreement.

4.3     Governing Law, Jurisdiction and Venue.  This Agreement will be 
governed by and construed in accordance with the laws of the State of 
California without reference to its choice of law rules and as if wholly 
performed within the State of California.  Any litigation regarding the 
interpretation, breach or enforcement of this Agreement will be filed and 
in heard by the state or federal courts with jurisdiction to hear such 
disputes in Los Angeles County, California, and the parties hereby 
expressly submit to the jurisdiction of such courts.

4.4     Entire Agreement.  This Agreement sets forth the entire 
understanding and agreement between the parties with respect to the 
subject matter hereof and supersedes all other or written representations 
and understandings.  This Agreement may only be modified by a writing 
signed by Employee and Employer.

4.5     No Implied License.  No rights or obligations other than those 
expressly recited herein are to be implied from this Agreement.  No 
license is hereby granted, directly or indirectly, to any of any Confidential 
Information disclosed.

4.6     Severability.  The parties agree that this Agreement is severable 
and that in the event any provision of this Agreement is held to be illegal, 
invalid or unenforceable, the legality, validity and enforceability of the 
remaining provision will not be affected or impaired.  Additionally, the 
parties expressly grant to any court or other entity interpreting this 
Agreement the power and authority to modify the terms of this 
Agreement to extent necessary to allow enforcement of this Agreement 
to the fullest extent allowed by law.

4.7     Successors and Assigns.  This Agreement shall be binding upon 
the successors, assigns and legal representatives of Employee, and inures 
to the benefit of any successors or assigns of Employer.

4.8     Waivers.  No waiver of any of the provision of this Agreement 
shall be deemed to be or shall constitute a waiver of any other provision 
of this Agreement, whether or not similar, nor shall any waiver constitute 
waiver.  No waiver of any provision of this Agreement shall be binding on 
the parties hereto unless  it is executed in writing by the party making the 
waiver.

IN WITNESS WHEREOF, the parties have entered into this agreement 
as of the date set forth below.

EXHIBIT A
Employee Owned Intangible Interests or Properties
1. None

EXHIBIT C

EMPLOYEE ARBITRATION AGREEMENT


THIS ARBITRATION AGREEMENT ("Agreement") is made and 
effective as of December 31, 1996, by and between Videssence, Inc. 
("Employer"), and Samuel P. Cercone "Employee").

The purpose of this Agreement is to establish final and binding 
arbitration for all disputes arising out of Employee's employment or the 
termination of Employee's employment.  Employee and Employer desire 
to arbitrate their disputes on the terms and conditions set forth below, in 
order to gain the benefits of a speedy, impartial dispute-resolution 
procedure.  Employee and Employer agree to the following:

1.     Claims Covered By The Agreement.  Employee and Employer 
mutually consent to the resolution by final arbitration of all claims or 
controversies ("claims") that Employer may have against Employee or 
that Employee may have against Employer or against its officers, 
directors, partners, employees, agents, pension or benefit plans, 
administrators, or fiduciaries, or any subsidiary or affiliated company or 
corporation (collectively referred to as "Employer"), relating to, resulting 
from or in any way arising out of Employee's employment relationship 
with Employer and/or the termination of Employee's employment 
relationship with Employer.  The claims covered by this Agreement 
include, but are not limited to, claims for wages or other compensation 
due; claims for breach of any contract or covenant (express or implied); 
tort claims; claims for discrimination (including, but not limited to, race, 
sex, religion, national origin, age, marital status or medical condition, 
disability, or sexual orientation); claims for benefits (except where an 
employee benefit or pension plan specifies that its claims procedure shall 
culminate in an arbitration procedure different from this one); and claims 
for violation of any federal, state or other governmental law, statute, 
regulation or ordinance, except claims excluded in the following section.

2.     Claims Not Covered By The Agreement.  Claims Employee may 
have for Workers' Compensation or unemployment compensation 
benefits are not covered by this Agreement.  Also not covered are claims 
by Employer for injunctive and/or other equitable relief for unfair 
competition and/or the use and/or unauthorized disclosure of trade secrets 
or confidential information, as to which Employee understands and agrees 
that Employer may seek and obtain relief from a court of competent 
jurisdiction.

3.     Required Notice Of Claims And Statute Of Limitations.  Arbitration 
may be initiated by Employee by serving or mailing a written notice to the 
Chairman of the Board of Directors of Employer.  In the case of a 
termination of employment, the notice must be served or mailed within 
one (1) year of the termination of employment.  In an arbitration not 
arising out of termination of Employee's employment, the written notice 
must be served or mailed within one (1) year of the event which gave rise 
to the claim for arbitration.  Employer may initiate an arbitration by 
serving or mailing a written notice to Employee at the last address 
recorded in Employee's personnel file, within one (1) year of the event 
which gave rise to the arbitration.  The notice shall identify and describe 
the nature of all claims asserted and the facts upon which such claims are 
based.  Failure to comply with all the requirements of this paragraph will 
constitute a waiver of all rights that the party seeking arbitration may 
have against the other party, and any such claims shall be void.

4.      Arbitration Procedures.

(a)     After demand for arbitration has been made by serving written 
notice under the terms of Section 3 of this Agreement, the party 
demanding arbitration shall file a demand for arbitration with the 
American Arbitration Association ("AAA") in Los Angeles County.

(b)     Except as otherwise provided in this Agreement, the arbitration will 
be conducted according to the then current version of the AAA 
Employment Dispute Resolution Rules.  The AAA shall give each party a 
list of seven arbitrators from its panel of labor and employment 
arbitrators.  Each party shall alternatively strike one of the arbitrators 
from the fist until only one arbitrator remains.  A coin flip will determine 
which party chooses whether it desires to strike first or second.

(c)     The arbitrator shall apply the substantive law (and the law of 
remedies, if applicable) of the state of California, or federal law, or both, 
as applicable to the claim(s) asserted. The arbitrator shall have exclusive 
authority to resolve any dispute relating to the interpretation, applicability, 
enforceability or formation of this Agreement, including but not limited to 
any claim that all or any part of this Agreement is void or voidable.

5.     Arbitration Decision. The arbitrator's decision will be final and 
binding. A party's right to appeal the decision is limited to grounds 
provided under applicable federal or state law.

6.     Place Of Arbitration. The arbitration will be at a mutually 
convenient location which must be within 50 miles of Employee's last 
employment location with Employer.  If the parties cannot agree upon a 
location, then the arbitration will be held at the AAA's office nearest to 
Employee's last employment location with Employer.

7.     Construction.  Should any portion of this Agreement be found to be 
unenforceable, such portion will be severed from this Agreement, and the 
remaining portions shall continue to be enforceable.

8.     Consideration.  Employer's offer of employment to Employee and 
the promises by Employer and Employee to arbitrate differences, rather 
than litigate them before courts or other bodies, provide consideration for 
each other.

9.     Arbitration Fees and Costs.  The losing party shall be responsible for 
the arbitrator's fees and costs.  Each party may be represented by an 
attorney or other representative selected by the party.  Each party shall 
be responsible for its own attorneys' or representative's fees.  However, 
if any party prevails on a statutory claim which affords the prevailing 
party's attorneys' fees, or if there is a written agreement providing for 
fees, the arbitrator may award reasonable fees to the prevailing party.

10.     Waiver of Jury Trial/Exclusive Remedy.  EMPLOYEE AND 
EMPLOYER WAIVE ANY CONSTITUTIONAL RIGHT TO HAVE 
ANY DISPUTE BETWEEN THEM COVERED BY THE TERMS OF 
THIS AGREEMENT DECIDED BY A COURT OF LAW AND/OR 
BY A JURY IN A COURT PROCEEDING AND/OR BY ANY 
ADMINISTRATIVE AGENCY.

11.     Sole And Entire Agreement.  This Agreement expresses the entire 
Agreement of the parties and there are no other agreements, oral or 
written, concerning arbitration, except as provided herein.  This 
Agreement is not, and shall not be construed to create, any contract of 
employment, express or implied.

12.     Requirements for Modification or Revocation.  This Agreement to 
arbitrate shall survive the termination of Employee's employment.  It can 
only be revoked or modified by a writing signed by the Chairman of the 
Board of Directors of Employer and Employee which specifically states 
an intent to revoke or modify this Agreement.

13.     Voluntary Agreement.  EMPLOYEE ACKNOWLEDGES THAT 
EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT, 
UNDERSTANDS ITS TERMS, AND AGREES THAT ALL 
UNDERSTANDINGS AND AGREEMENTS BETWEEN 
EMPLOYER AND.  EMPLOYEE RELATING TO THE SUBJECTS 
COVERED IN THE AGREEMENT ARE CONTAINED IN IT.  
EMPLOYEE HAS VOLUNTARILY ENTERED INTO THE 
AGREEMENT WITHOUT RELIANCE ON ANY PROVISIONS OR 
REPRESENTATIONS BY EMPLOYER, OTHER THAN THOSE 
CONTAINED IN THIS AGREEMENT.


EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE 
HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS THIS 
AGREEMENT WITH EMPLOYEE'S PRIVATE LEGAL COUNSEL 
AND EMPLOYEE HAS UTILIZED THAT OPPORTUNITY TO 
THE EXTENT DESIRED.

IN WITNESS WHEREOF, the parties have executed this Agreement on 
the date first written above.

EMPLOYER:

VIDESSENCE, INC., a California corporation


Douglas Netter, Chairman of the
Board of Directors


EMPLOYEE:


Samuel P. Cercone