<PAGE>

                                  EXHIBIT 10.23


                         EXECUTIVE CONSULTING AGREEMENT



                  EXECUTIVE  CONSULTING  AGREEMENT (this "Agreement") made as of
the 1ST day of May, 2000, by and among DIGITAL CREATIVE DEVELOPMENT CORP., a New
York  corporation with its principal place of business located at 1325 Avenue of
the Americas, New York, New York 10019 (the "Company"),  ARTHUR TREACHER'S INC.,
a Utah  corporation  with  its  principal  place  of  business  located  at 7400
Baymeadows  Way,  Suite 300,  Jacksonville,  Florida  32255  ("Treachers"),  RJS
CONSULTING  CORP.,  a  Delaware  corporation  (Executive")  with  offices at 407
Blauvelt  Road,  Pearl  River,  New York  10965,  and for the  limited  purposes
described  herein,  Ralph J.  Sorrentino,  residing at 407 Blauvelt Road,  Pearl
River, New York 10965 ("RJS") (for convenience of reference only, this Agreement
shall refer to Executive in the masculine  gender,  but such reference shall not
imply  that any  person  other  than  Ralph  J.  Sorrentino  Inc.  is a party as
Executive hereto).


                                               W I T N E S S E T H:
                                               - - - - - - - - - -


                  WHEREAS, Executive has been providing services to
Treacher's since December, 1999; and

                  WHEREAS, the Company is a subsidiary of Treacher's; and

                  WHEREAS,   the  Company  desires  to  engage  for  itself  the
experience,   abilities   and  service  of  Executive  in  principal   executive
capacities,  and  Executive  desires  to be  so  engaged,  upon  the  terms  and
conditions specified herein; and

                  WHEREAS, RJS, as the sole stockholder of Executive, is willing
to confirm his agreement to cause Executive to perform this Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants, terms and conditions hereinafter set forth, and for other good
and valuable consideration,  receipt of which is specifically acknowledged,  the
parties hereto hereby agree as follows:




                                                                               1

<PAGE>



                  1.       Retention

                  The Company hereby  retains  Executive,  and Executive  hereby
accepts such retention from the Company, to serve, as Executive  Consultant,  as
the President and Chief Executive  Officer of the Company in accordance with the
terms of this  Agreement.  Pending the  Executive  Transition  Date,  as defined
below,  Executive  shall not be  identified  as an officer of the Company in any
public announcements. The term "Executive

Document #: 9233v8
                                                                               2

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Transition Date" means the earlier of (i) July 1, 2000 or (ii) the date on which
Executive notifies the Company that he no longer holds the position of Executive
Vice President and Chief Financial Officer of Liberty Digital, Inc.

                              2. Executive's Duties

                  (a)  The  Company  hereby  agrees  to  retain  Executive,  and
Executive agrees  faithfully and to the best of his ability,  in the position of
President and Chief Executive Officer, to have general and active management and
supervision  of the business of the Company and to discharge  the duties of said
office  and  perform   such  other   duties  and   services  of  an   executive,
administrative  and managerial  nature as shall be specified and designated from
time to time by the Board of  Directors  of the Company in  connection  with the
business and activities of the Company;  provided that the Company  acknowledges
that, as described in Section 8(c)(ii) of this Agreement,  the assignment of any
duties inconsistent with Executive's  positions,  duties,  responsibilities  and
status with the Company or a change in Executive's  reporting  responsibilities,
titles or offices will constitute a constructive termination providing Executive
with the  rights  described  in such  Section  8(c)(ii)  and  elsewhere  in this
Agreement.

                  (b) Commencing on the Executive  Termination  Date,  Executive
agrees to devote his best efforts, energy and skill, and in no event less than a
majority of his time during regular  business  hours, to the performance of such
services;  provided,  however,  that the Company acknowledges that Executive may
from  time to time  engage  in  consulting  and  related  activities  for  other
entities. Without limiting the foregoing,  Executive shall be permitted to serve
as a consultant with and to (i) Liberty Digital, Inc., (ii) Heavy.Com,  Inc. and
(iii)  Heavy  Industry,   Inc.,   their   respective   successors  and  assigns.
Notwithstanding  the foregoing,  Executive shall not,  without the prior written
consent of the Chairman of the Company (the "Chairman"),  serve as consultant to
any other  entity or person if such  entity or person is engaged in  Competitive
Activities.  As used herein, the term "Competitive  Activities" means activities
and business  operations that are competitive with any business  operations then
conducted or  definitively  proposed to be  conducted by the Company  within the
same  geographic  market as that in which the  business  of the Company is or is
definitively  proposed  to  be  conducted.  The  parties  acknowledge  that,  in
reviewing  any  request  for  consent  hereunder,  the  Company  shall cause the
Chairman  to  consult  in good faith with  Executive  mindful  that  Executive's
consulting activities with competitors may benefit the Company through strategic
investment or other business opportunities and that Executive's analysis thereof
will be accorded significant weight.

                  (c)  Executive  agrees to observe  and comply  with all rules,
regulations,  policies and practices adopted by the Company, either orally or in
writing, both as they now exist and as they may be adopted or modified from time
to time.



                                                                               3

<PAGE>



                  3.       Term

                  Executive's employment and the term of this Agreement shall be
for a period of thirty  (30)  months  commencing  on April 1, 2000 and ending on
October  1,  2002  (the  "Initial  Term")  and shall  automatically  extend  for
additional one-year periods (each, an "Extended Term") unless either party gives
the other party notice (the "Non-Renewal Notice"), not fewer than 180 days prior
to the end of the then current term, that the Agreement will not be so extended.

                  4.       Compensation

                  (a) Fee. Upon the  execution  and delivery of this  Agreement,
the Company shall pay to Executive the sum of $15,000 (representing a $7,500 per
month fee owing for February,  2000 and March,  2000) and the sum of $20,000 for
April,  2000. The Company shall pay to Executive a base annual fee in the amount
of $250,000  payable on the first day of each month in  installments  of $20,000
per month except that the  installment due on each of March 1, 2001 and March 1,
2002 shall be $30,000  and the  installment  due on  September  1, 2002 shall be
$25,000.  The parties  shall  negotiate in good faith for a fee for any Extended
Term but in no event  shall  any such fee be less than 120% of the fee in effect
for the  twelve-month  period  immediately  preceding  such Extended  Term.  All
amounts paid to Executive under this Agreement shall be paid without withholding
for income, social security or other taxes of any kind.

                  (b) Bonus.  The Company shall pay Executive at the end of each
calendar  year and at the end of the Initial Term and any Extended  Term a bonus
in such form and  amount as the Board of  Directors  of the  Company  shall deem
appropriate.

                  (c)      Car Allowance.  During the Initial Term and any
                           -------------
Extended  Term,  the Company  shall  provide to Executive a car  allowance in an
amount not to exceed $750 per month.

                  (d) Life  Insurance.  During the Initial Term and any Extended
Term,  the Company shall cause to be issued a key man life  insurance  policy on
RJS in the amount of  $3,000,000,  the  premiums  for which shall be paid by the
Company.  The  beneficiaries of such life insurance shall be the Company (to the
extent of  $2,500,000)  and a beneficiary  to be designated by Executive (as the
same may be changed by  Executive  from time to time) to the extent of $500,000.
Such  policy  shall  include  a  customary  waiver  of  premium  in the event of
Executive's Disability.

                  5. Equity Participation. Simultaneously with the execution and
delivery of this  Agreement,  Treacher's and Executive shall execute and deliver
the Stock Option Agreement (the "Option  Agreement") in the form attached hereto
as Exhibit A providing  for the grant to  Executive  of options to acquire  Five
Million  (5,000,000)  shares of Treacher's  common stock (the  "Shares"),  at an
exercise price of $.37 per share, with such


                                                                               4

<PAGE>



vesting and other terms as are set forth in such Option
Agreement.

                  6. Assumption of  Indebtedness;  Loan. (a) Upon the request of
Executive  from time to time,  the Company shall assume and be primarily  liable
for and shall  indemnify  Executive  against up to  $2,500,000  of  indebtedness
incurred by Executive for any legal purpose (the  "Assumed  Debt").  The Company
shall promptly  execute and deliver such documents and  instruments as Executive
may deem reasonably necessary to effect such assumption.  Upon consummation of a
Qualified  Financing,  as defined  below,  the Company  shall  promptly  loan to
Executive  in cash  (the  "Loan")  an  amount  equal to the  difference  between
$2,500,000 and the aggregate  amount of the Assumed Debt. The Loan,  which shall
be non-recourse to Executive,  shall be evidenced by a Note bearing  interest at
6% per annum in form  satisfactory  to the Company and Executive with a maturity
date for the payment of principal and interest of October 1, 2002 (the "Maturity
Date").  The Loan and the  Assumed  Debt shall be  secured  by a first  priority
security  interest in that number of Options and Shares  issued upon exercise of
the Options  which,  at a  valuation  of $.50 per share,  secures the  aggregate
outstanding  amount  of the Loan and  Assumed  Debt,  to secure  performance  by
Executive of his obligations  under this Agreement through the Maturity Date. As
used herein,  the term "Qualified  Financing" means any transaction or series of
related  transactions by which the Company obtains cash of at least  $20,000,000
through the issuance of debt, equity or any combination of debt and equity.

                  (b) Upon the  issuance  of any  Shares  upon  exercise  of any
Options, Executive shall open a brokerage account at a broker-dealer selected by
Executive and reasonably satisfactory to the Company (the "Account") and deposit
the pledged Shares into the Account to be held as security, as described herein,
provided  that,  subject to such security  interest,  Executive may utilize such
Shares for margin or other investment  activity to the extent acceptable to such
broker-dealer.  Executive  agrees to execute  and  deliver  an  account  control
agreement  with such  broker-dealer  in form  satisfactory  to the  Company  and
Executive  and such other  documents as  reasonably  requested by the Company to
cause the Shares to be sold in the event amounts under the Loan and Assumed Debt
are required to be repaid by Executive  and  Executive  has failed to repay such
amounts.

                  (c)  Notwithstanding  the  foregoing,  the  Company  expressly
acknowledges that if Executive's  performance under this Agreement has not given
rise to a right of termination for Cause,  as defined herein,  the Company shall
on the Maturity Date forgive all amounts  (including  interest)  owing under the
Loan  and the  Assumed  Debt if (i)  the  closing  price  of the  Shares  on the
Company's principal listed exchange on the Maturity Date is not



                                                                               5

<PAGE>



less than $12.50 per share or (ii) the average of the closing  prices of a board
lot of Shares traded on the Company's  principal  listed  exchange for the sixty
(60) trading days immediately preceding the Maturity Date is not less than 12.50
per share. The Company further acknowledges that Executive is entering into this
Agreement in reliance on the foregoing  undertaking of the Company.  The Company
acknowledges  that if Executive's  performance  during the Initial Term has been
satisfactory and the price of the Shares has performed generally consistent with
the performance of the market, then the Board of Directors of the Company may in
its discretion forgive all amounts (including interest) owing under the Loan and
the Assumed Debt  notwithstanding that the foregoing formula is not satisfied by
reason  of,  by way of  illustration,  aberrational  swings  in the price of the
Shares during such sixty (60) day period.

                  7.  Put  Right.  At any  time  after  the  Company  terminates
Executive's  employment  other  than for Cause and at any time  after  Executive
terminates his employment for Good Reason,  Executive may require the Company to
repurchase any Options held by Executive which are not subject to forfeiture, as
provided  for in the  Option  Agreement,  and any  Shares  previously  issued to
Executive  upon exercise of any Options,  upon five (5) days written notice (the
"Put Notice") to the Company of  Executive's  election to require the Company to
effect such repurchase.  The purchase price (the "Purchase Price") for each such
Option  and each such  Share  shall be the  greater  of (x) the  average  of the
closing prices of a board lot of Shares traded on the Company's principal listed
exchange  for the thirty (30) trading days  immediately  preceding  the purchase
date or (y) the closing  price of Shares on such exchange on the date of the Put
Notice. The payment of the Purchase Price shall be effected as follows:

                  (i)      If the Company has Available Cash, as defined
         below, in excess of the amount of the Purchase Price, the
         Company shall pay the entire Purchase Price in cash;

                  (ii) If the Company has  Available  Cash in an amount which is
         less than the amount of the  Purchase  Price,  then,  if  Executive  is
         legally able publicly to sell such Options or Shares, the Company shall
         cooperate  with  Executive in effecting  such sale and pay to Executive
         the difference between (a) the average of the closing prices of a board
         lot of Shares traded on the Company's principal listed exchange for the
         thirty (30) trading days immediately preceding the date of sale and (b)
         the price at which  Executive was able to effect such sale. The payment
         by the Company of such difference  shall be made in cash, to the extent
         of  Available  Cash,  plus  the  balance  in the  form  of  either,  at
         Executive's election,  (x) a Promissory Note with a term of thirty (30)
         months bearing  interest at the Prime Rate, as defined below,  plus 300
         basis  points,  and  otherwise in form and  substance  satisfactory  to
         Executive or (y)  additional  Shares or (z) any  combination  of such a
         Promissory Note and additional Shares.



                                                                               6

<PAGE>



         As used herein the term  "Available  Cash" means 17.5% of average  cash
balances  held by the Company over 90 days. As used herein the term "Prime Rate"
means the Prime Rate as published  from time to time by The Wall Street  Journal
(or any successor publication).

                  8.       Termination.
                           -----------

                  (a) The Company may terminate  Executive's retention hereunder
for Cause,  as defined in Section 8(c)(i)  hereof.  Executive's  retention shall
terminate upon his death.

                  (b)      Executive may terminate his retention for Good
Reason.

                  (c)      For purposes of this Agreement, the following
terms shall be defined as follows:

                  (i) Cause: Termination by the Company of Executive's retention
         for "Cause" shall mean termination upon (A) Executive's failure to cure
         a material  breach of a material  term or provision  of this  Agreement
         within thirty (30) days' after  Executive's  receipt of notice from the
         Company of such breach,  (b)  Executive's  conviction of a felony under
         the laws of the United  States or any State,  (C)  Executive's  willful
         violation of any  applicable  Federal or State law,  rule or regulation
         applicable to the Company's  business or (D) circumstances  under which
         Executive's  physical or mental condition renders him unable to perform
         his duties under this Agreement and such inability shall continue for a
         period in excess of ninety (90) consecutive or one-hundred eighty (180)
         non-consecutive  calendar days in any consecutive  twelve-month  period
         (such circumstances referred to herein as "Disability").

                  (ii)     Good Reason.  Termination by Executive of
                           -----------
         Executive's  employment for "Good Reason" shall mean  termination  upon
         the  occurrence  of any of the  following  events  without  Executive's
         consent:

                           (A)  the   assignment  to  Executive  of  any  duties
                  inconsistent    with    Executive's     positions,     duties,
                  responsibilities  and status  with the  Company or a change in
                  Executive's  reporting  responsibilities,  titles or  offices,
                  except  in  connection  with the  termination  of  Executive's
                  retention  for  Cause or as a result of  Executive's  death or
                  Disability;

                           (B)      a reduction by the Company in Executive's
                  annual base fee as in effect on the date hereof or as
                  the same may be increased from time to time;

                           (C)      the failure of Executive to hold a seat on
                  the Company's Board of Directors (except as a result of
                  Executive's voluntary resignation); or



                                                                               7

<PAGE>



                           (D) any other  breach by the Company of any  material
                  provision of this Agreement,  including,  without  limitation,
                  Section 16 of this Agreement.

                  (iii) Notice of Termination.  Any purported termination by the
         Company  pursuant to paragraph  (i) above or by  Executive  pursuant to
         paragraph  (ii)  above  shall be  communicated  by  written  Notice  of
         Termination to the other party hereto.  For purposes of this Agreement,
         a "Notice of Termination"  shall mean a notice which shall indicate the
         specific termination  provision in this Agreement relied upon and shall
         set forth in reasonable detail the facts and  circumstances  claimed to
         provide a basis for  termination  of  Executive's  retention  under the
         provisions so indicated.

                  (iv) Date of Termination. "Date of Termination" shall mean (A)
         if Executive's retention is terminated pursuant to paragraph (i) above,
         the date  specified in the Notice of  Termination,  (B) if  Executive's
         retention is terminated  by reason of  Executive's  death,  the date of
         Executive's  death,  (C) if  Executive's  retention  is  terminated  by
         Executive for any reason other than Good Reason, upon the date which is
         thirty  (30)  days  after  the  Company's  receipt  of  the  Notice  of
         Termination  and (D) if  Executive's  retention is terminated  for Good
         Reason,  the date on which a Notice of Termination  is given;  provided
         that if within  thirty  (30) days  after any Notice of  Termination  is
         given the party receiving such Notice of Termination notifies the other
         party that a dispute  exists  concerning the  termination,  the Date of
         Termination  shall  be  the  date  on  which  the  dispute  is  finally
         determined,  either by mutual written agreement of the parties, or by a
         binding  and final  arbitration  award and a judgment  confirming  such
         award  (the time for  appeal  therefrom  having  expired  and no appeal
         having  been  perfected),  except  that if the  termination  was by the
         Company for Cause (and such  termination  is upheld by such award) then
         the Date of  Termination  shall be the date  specified in the Notice of
         Termination.

                  9.       Compensation Upon Termination or During
Disability.

                  (a) During any period that  Executive  fails to perform duties
hereunder as a result of Disability, Executive's benefits shall be determined in
accordance with the Company's long-term disability plan, if any, then in effect;
provided that in all events Executive shall continue to be provided all fees and
benefits hereunder during any elimination or waiting period under any such plan.

                  (b) If  Executive's  retention  shall be terminated  for Cause
(other than Disability) or by Executive other than for Good Reason,  the Company
shall pay  Executive's  full base  annual fee to  Executive  through the Date of
Termination at the rate in effect at the time Notice of Termination is given and
the Company shall have no further obligation to Executive under this Agreement


                                                                               8

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except in  respect  of the  Executive's  rights to  Options  and  Shares  issued
pursuant  hereto and the Option  Agreement.  If Executive's  retention  shall be
terminated by reason of Executive's  death or Disability,  the Company shall pay
Executive's full base annual fee to Executive  through the period ending six (6)
months  after  the  Date of  Termination  at the rate in  effect  at the time of
Executive's  death or  commencement  of Disability,  as the case may be, and the
Company  shall have no further  obligation  to  Executive  under this  Agreement
except in  respect  of the  Executive's  rights to  Options  and  Shares  issued
pursuant hereto and the Option Agreement, all of which may be transferred to the
Executive's heirs.

                  (c)  If   Executive's   retention  by  the  Company  shall  be
terminated  (A) by the  Company  other than for Cause or other than by reason of
death or Disability or (B) by Executive for Good Reason, then Executive shall be
entitled to the benefits provided below:

                           (A) The  Company  shall  pay  Executive's  full  base
                  annual fee to  Executive  through the later of (i) the Date of
                  Termination  or  (ii)  the  end of  the  Initial  Term  or any
                  Extended  Term,  as the case may be,  at the rate in effect at
                  the time Notice of Termination is given;

                           (B) in lieu of any  further  fees  to  Executive  for
                  periods subsequent to the Date of Termination, Executive shall
                  receive  as  severance  compensation  a lump sum  equal to the
                  product of Executive's base monthly fee at the highest rate in
                  effect during the twelve (12) months immediately preceding the
                  Date of Termination multiplied by the number twelve (12); and

                           (C) Without limiting Executive's rights under Section
                  7 of this  Agreement  and any and all rights  under the Option
                  Agreement,  Executive  may at any time  exercise  all  Options
                  issued to Executive at an exercise price of $.01 per share.

                  (d)  In  the  event  the  Company   delivers  to  Executive  a
Non-Renewal  Notice in  accordance  with Section 3 of this  Agreement,  then, in
addition to all other  benefits  owing to  Executive,  the Company  shall pay to
Executive at the end of the then-current term (Initial Term or Extended Term, as
the case may be) am amount equal to fifty percent (50%) of the Executive's  then
current annual fee.

                  (e) Executive  shall not be required to mitigate the amount of
any  payment  provided  for in this  Section 9 by seeking  other  employment  or
otherwise, nor shall the amount of any payment provided for in this Section 9 be
reduced by any  compensation  earned by Executive as the result of employment or
retention by another employer after the Date of Termination, or otherwise.



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<PAGE>



                  10.      Executive's Rights Under Certain Plans;
                           ---------------------------------------
Reimbursement for Expenses
--------------------------

                  The Company agrees that nothing  contained  herein is intended
to or shall be deemed to be  granted  to  Executive  in lieu of any  rights  and
privileges  which  Executive shall be entitled to as a consultant of the Company
under any retirement, pension, insurance,  hospitalization,  medical, disability
or other plan which may now or hereafter be in effect,  it being understood that
Executive shall, if he so elects, have the right and privilege to participate in
such  plan or  benefits.  The  Company  covenants  to cause  all such  plans and
benefits to include Executive as an eligible  participant and, if necessary,  to
adopt new plans and benefits that include Executive as an eligible  participant.
Executive  shall be entitled to incur on behalf of the  Company  reasonable  and
necessary  expenses in connection  with the  performance of his duties,  and the
Company  shall  pay for or  reimburse  Executive  for  all  such  expenses  upon
presentation of proper receipts therefor.

                  11.      Vacation

                  Executive  shall be entitled to paid  vacation time of six (6)
weeks during each year.

                  12.      Board Seats

                  The  Company  shall  take all  necessary  steps  to cause  the
nomination  and election of RJS to the Board of Directors of the Company so long
as this  Agreement is in effect and to carry  Directors  and Officers  Liability
Insurance  in an amount  consented to by RJS,  such consent not be  unreasonably
withheld.  RJS shall serve on the Boards of  Directors  of entities in which the
Company  may  invest so long as the terms and  conditions  of such  service  are
satisfactory to him in his discretion.

                  13.      Protection of the Company's Interest; Non-Compete

                  (a)  Proprietary  and  Confidential   Information.   Executive
acknowledges that while he performs services  hereunder,  he will receive,  have
access to and become  acquainted  with  documents  setting  forth the  Company's
Confidential  Information (as defined below).  Executive  hereby agrees that all
such confidential  documents are the sole and exclusive property of the Company,
and that,  during the term of this  Agreement,  Executive  will not use any such
documents  other  than  in the  course  of  performing  his  duties  under  this
Agreement.  Executive  further  agrees that upon  expiration or  termination  of
Executive's retention, Executive shall not take or use any such documents of the
Company.  Executive  further agrees that, upon  termination of his services with
the Company, all such documents then in Executive's possession, whether prepared
by him or others will be left with the Company. For purposes of this Section 13,
"Confidential Information" means information disclosed to Executive through such
documents, not generally known in the


                                                                              10

<PAGE>



industry  in which the  Company is or may become  engaged,  about the  Company's
products, processes, and services.

                  (b) Notwithstanding anything to the contrary set forth in this
Section 13, if any provision of this Section 13, or the  application  thereof to
any  circumstance,  is held  invalid  for any reason  whatsoever,  such  invalid
provision  shall be  severable  and such  invalidity  shall not affect any other
provision  of  this  Section  13,  or  the  application  thereof  to  any  other
circumstance,  which can be given  effect  without  such  invalid  provision  or
application.

                  (c) With respect to all  Inventions (as  hereinafter  defined)
made or conceived by Executive,  whether or not during the hours of  Executive's
services,  or with the use of the Company's  and/or its affiliates'  facilities,
materials,  or personnel,  either solely or jointly with others, during the term
of this Agreement, and without royalty or any other consideration, the following
shall apply:

                  (i) Reports.  Executive shall inform the Company  promptly and
         fully of such Inventions by a written  report,  setting forth in detail
         the structures,  procedures,  and methodology  employed and the results
         achieved.

                  (ii) Assignment. Executive hereby assigns and agrees to assign
         to the Company  all of the right,  title and  interest  to  Executive's
         Inventions  and to all  proprietary  rights  of every  kind and  nature
         therein, based thereon or related thereto,  including,  but not limited
         to,  applications  for United  States and  foreign  letters  patent and
         resulting letters patent, trademarks and copyrights.

                  (iii) Patents. At the Company's request and expense, Executive
         shall execute such documents as the Company deems  necessary to vest in
         the Company  sole and  exclusive  title to or  otherwise  to secure and
         protect  the  Company's  rights in such  Inventions  and in all related
         trademarks,  copyrights  and/or  patent  rights,  and  Executive  shall
         provide such  assistance  as may be deemed  necessary by the Company to
         apply for,  defend or enforce  any United  States and  foreign  letters
         patent,  trademarks  or  copyrights  based  upon  or  related  to  such
         Inventions, as well as all reissues, renewals and extensions thereof.

                  (iv) Inventions.  As used herein,  "Inventions" shall mean all
         developments,  discoveries,  concepts, inventions,  improvements, trade
         secrets and ideas, whether or not patentable or otherwise  protectable,
         that are  conceived  or  developed  or  reduced to  practice,  alone or
         jointly  with  others,  which  relate  to any  present  or  prospective
         activities of the Company  and/or its  affiliates,  including,  but not
         limited  to,  devices,   processes,   methods,  formulae,   techniques,
         modifications and any improvements to the foregoing.



                                                                              11

<PAGE>



                  (v) Non-Exclusive License. In the event that the Company shall
         terminate  Executive's  services  other than for Cause,  then Executive
         shall  have  hereby  a  royalty  free,   transferable,   non-exclusive,
         perpetual license with respect to all Inventions assigned,  licensed or
         developed by Executive to the Company during the term of this Agreement
         and  Executive  shall  have  the  right  to  retain  any   Confidential
         Information with respect to such Inventions.

                  (d) Executive acknowledges and agrees that a violation of this
Section 13 of this  Agreement  shall cause  irreparable  harm to the Company and
that the Company shall be entitled to specific  performance of this Agreement or
an  injunction  without  proof of special  damages,  together with the costs and
reasonable attorneys' fees incurred by the Company in enforcing its rights under
this Section 13.  Further,  Executive  acknowledges  that the  restrictions  and
agreements set forth in this Section 13 are in addition to, and are not intended
to limit or diminish in any way, any other restrictions of law or contract,  and
that the Company  shall be  entitled,  in addition to any other right and remedy
available to it at law or in equity,  to an injunction  enjoining or restraining
Executive  from any  violation or  threatened  violation of this Section 13, and
Executive  hereby  consents to the issuance of such  injunction  without bond or
other security.

                  (e) The provisions of this Section 13 of this Agreement  shall
survive the  termination of Executive's  retention  hereunder and continue to be
binding upon Executive.

                  14.  Covenant  Not to  Compete.  In the event  that  Executive
terminates this Agreement  without Good Reason,  Executive will not, at any time
through the end of the then current term (either  Initial Term or Extended Term,
as the  case  may  be),  anywhere  in the  United  States,  either  directly  or
indirectly, engage in, with or for any enterprise,  institution,  whether or not
for profit,  business, or company,  competitive with the business (as identified
herein) of the Company as such business may be conducted on the date thereof, as
a creditor,  guarantor  or financial  backer,  stockholder,  director,  officer,
consultant,   advisor,  employee,  member,  inventor,   producer,  director,  or
otherwise  of  or  through  any  corporation,   partnership,  association,  sole
proprietorship or other entity;  provided, that an investment by Executive,  his
spouse or his children or other  affiliate of not more than five (5%) percent of
the total  equity of such entity shall be  permitted  and provided  further that
Executive  may  continue to perform any  consulting  activities  permitted by or
consented  to  under  this  Agreement,  as  described  in  Section  2(b) of this
Agreement. For purposes of this Section 14, the business of the Company shall be
limited  to  providing  content  or  services  over the  Internet  and  wireless
communications.  In the event that Executive  terminates this Agreement  without
Good  Reason,  Executive  agrees that  through the end of the then  current term
(either  Initial Term or Extended  Term, as the case may be) he will not solicit
or hire, either as an employee or independent contractor, any employee of the


                                                                              12

<PAGE>



Company or its  affiliates or any person who had been an employee of the Company
or its affiliates within one year prior to such solicitation or engagement.  The
restriction  of this Section 14 shall be effective  if, but only if, and so long
as, the Company  continues to pay the Executive his full annual base fee through
the end of the  then-current  term (either Initial Term or Extended Term, as the
case may be) and honors any other  obligations  owing to Executive  hereunder or
under the Option Agreement.

                             15. Offering Allocation

                  In the event that the Company files a  registration  statement
under the Securities Act of 1933, as amended (the "Securities Act") for the sale
of shares of the Company's  common stock to the public,  then the Company shall,
if the Company has  established a directed share or similar  program to enable a
class of persons to purchase, on a pro rata basis, a portion of the common stock
so offered,  include Executive or RJS (as designated by Executive) in such class
of persons.

                  16.      Provision of Working Capital

                  The Company shall provide adequate  working capital  (directly
or through equity or debt placements  with third parties) to sustain  reasonable
growth of the Company's revenue and asset base.  Without limiting the foregoing,
the Company  acknowledges  that the Company  intends to invest in  businesses of
which the Company  may take  majority  positions  and active  control,  minority
positions and active control and minority  positions  without such control,  and
that adequate working capital is essential to fulfill such intention.

                              17. Preemptive Right

                  Executive  shall,  upon  the  issue or sale of  shares  by the
Company of stock of any class  (whether now or hereafter  authorized),  have the
right simultaneously with any such issuance or sale to subscribe to and purchase
such shares in proportion to Executive's holdings (on a fully diluted basis), at
the issue or sale price.  The Company shall give Executive not fewer than thirty
(30) days prior written notice of any such issuance or sale and shall  cooperate
with Executive in his exercise of his preemptive right.

                           18. Stockholders Agreement

                  Executive may, in his  discretion,  elect to become a party to
any Stockholders  Agreement among the principal  stockholders of the Company and
the Company,  and if Executive  makes any such election,  the Company shall take
such  steps as are  necessary  to enable  Executive  to become a party  thereto;
provided that in no event shall any such Stockholders Agreement adversely modify
or affect any rights of Executive under this Agreement or the Option Agreement.



                                                                              13

<PAGE>




                  19.      Arbitration

                  Any  controversy  or claim  arising  out of or  relating  this
Agreement,  the breach thereof, or any other aspect of the relationship  between
the parties,  or relating to the scope of this arbitration  provision,  shall be
settled exclusively by private arbitration before JAMS Endispute,  New York, New
York (or any successor thereto) or, if such entity is no longer operating,  such
other  dispute  resolution  agency  as may be  acceptable  to  the  Company  and
Executive.  The arbitration of such issues,  including the  determination of the
amount of any damages  suffered by either  party hereto by reason of the acts or
omissions  of the  other,  shall be to the  exclusion  of any court of law.  The
decision of the  arbitrators or a majority of them shall be final and binding on
both parties and their respective heirs, executors,  administrators,  successors
and assigns. There shall be three arbitrators, one to be chosen directly by each
party and the  third  arbitrator  to be  selected  jointly  by the  Company  and
Executive  from a list of  arbitrators  provided by JAMS Endispute or such other
dispute  resolution  agency.  In all events the  arbitrators  so chosen shall be
experienced in the valuations and business operations of closely-held businesses
which  completed  an initial  public  offering  of equity  securities  under the
Securities  Act of  1933,  as  amended.  Each  party  shall  pay the fees of the
arbitrator  selected  by him and of his own  attorneys  and the  expenses of his
witnesses and all other expenses  connected with the  presentation  of his case.
All  other  costs  of the  arbitration,  including  the  cost of the  record  or
transcripts  thereof, if any,  administrative fees, and all other fees and costs
shall be borne equally by the parties.

                              20. Entire Agreement

                  This  Agreement  supersedes  and  cancels  any and  all  prior
agreements  between the  parties  hereto,  express or  implied,  relating to the
subject matter hereof. This Agreement, together with the Stock Option Agreement,
sets  forth the entire  agreement  between  the  parties  hereto.  It may not be
changed,  altered,  modified  or  amended  except  in a  writing  signed by both
parties.

                  21.      Non-Waiver

                  The  failure  or refusal  of either  party to insist  upon the
strict  performance  of any provision of this Agreement or to exercise any right
in any one or more instances or circumstances shall not be construed as a waiver
or  relinquishment of such provision or right, nor shall such failure or refusal
be deemed a custom or practice contrary to such provision or right.

                  22.      Non-Assignment

                  Executive  shall have no right to  delegate  any of the duties
created  by this  Agreement,  and any  delegation  or  attempted  delegation  of
Executive duties, shall be null and void. In all other respects,  this Agreement
shall be binding upon and shall


                                                                              14

<PAGE>



inure  to  the  benefit  of the  parties  hereto  and  their  respective  heirs,
beneficiaries, personal representatives, successors, permitted assigns, officers
and directors.

                  23.      Severability

                  If any paragraph, term or provision of this Agreement shall be
held or  determined to be  unenforceable,  the balance of this  Agreement  shall
nevertheless  continue in full force and effect  unaffected  by such  holding or
determination.  In  addition,  in any such event,  the parties  agree that it is
their intention and agreement that any such  paragraph,  term or provision which
is held or determined  to be  unenforceable  as written,  shall  nonetheless  be
enforced  and  binding to the  fullest  extent  permitted  by law as though such
paragraph,  term or  provision  has been written in such a manner and to such an
extent as to be enforceable under the  circumstances.  Without limitation of the
foregoing,  with respect to any restrictive  covenant contained herein, if it is
determined  that any such provision is excessive as to duration or scope,  it is
intended that it nonetheless be enforced for such shorter  duration or with such
narrower scope as will render it enforceable.

                  24.      Notices

                  All  notices  hereunder  shall be in  writing.  Notices may be
delivered  personally,  or by mail, postage prepaid, to the respective addresses
noted above.

                  25.      Governing Law

                  This  Agreement  shall be governed in all respects by the laws
of the State of New York without regard to principles of conflicts of laws.

                             26. Captions and Titles

                  Captions and titles have been used in this  Agreement only for
convenience,  and in no way  define,  limit  or  describe  the  meaning  of this
Agreement or any part thereof.

                  27.      Performance Undertaking

                  By signing  below,  RJS  confirms his  intention,  as the sole
stockholder of Executive,  to cause Executive to perform its  obligations  under
this Agreement.




                                                                              15

<PAGE>


                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Agreement as of the date first above written.

                                             DIGITAL CREATIVE DEVELOPMENT CORP.



                                                     By:/s/Bruce Galloway
                                                            Name: Bruce Galloway
                                                                 Title: Chairman

                                                     ARTHUR TREACHER'S INC.



                                                     By:/s/Bruce Galloway
                                                            Name: Bruce Galloway
                                                                 Title: Chairman


                                                     RJS CONSULTING CORP.



                                                     BY:/s/Ralph J. Sorrentino
                                                     Name:  Ralph J. Sorrentino
                                                               Title:  President



                                         RALPH J. SORRENTINO (for purposes of
                                         Section 2, 4, 5, 6, 7, 8, 9, 12,
                                          13, 14, 15 and 27 only)



                                                     /s/Ralph J. Sorrentino
                                                        Ralph J. Sorrentino