MARTIN E. JANIS & COMPANY, INC.
PUBLIC RELATIONS
919 NORTH MICHIGAN AVENUE  
CHICAGO, ILLINOIS  60611
(312) 943-1100


October  20,  1997


Mr.  Douglas Netter 
President
NETTER DIGITAL ENTERTAINMENT INC.
5125 Lankershim Blvd.
No.  Hollywood,  CA  91601

Dear Doug :

I am delighted with the decision of Netter Digital Entertainment 
Inc. to retain Martin E. Janis & Company, Inc., and wish to assure 
you that we shall apply our best efforts to carry out a public 
relations program consistent with our conversations on this subject.

The following shall outline the mutual areas of responsibility in 
our program.

Martin E. Janis & Company. Inc. shall begin a six month program , 
commencing on November  1,  1997, to continue though April  30,  
1998. At the end of six months, on April  30  1998, either party 
shall have the option to cancel the relationship, such termination to 
be effective as of the April  30  1998, date.  If the  program shall 
continue after April  30  1998, then a new contract shall be 
established at that time.

The agency shall introduce Netter Digital Entertainment Inc. to 
specifically interested brokerage firms, at both the broker and 
analyst levels; the money managers and research departments of 
certain funds and institutions; special situation investing people 
and special situation investing groups; and other persons or entities 
who may have a direct interest in the stock - and the agency shall 
continue to maintain communications with the above described 
after the initial contact.  Through a series of meetings in selected 
cities, the agency shall continue to maintain contact with the 
aforementioned.  Contact shall also be established and maintained 
by written correspondence, fax, personal visits, individual 
telephone conversations and teleconferencing.

Further, the agency shall create and carry out a financial public 
relations and publicity program in the following areas - financial 
newspapers, magazines and periodicals; news, feature and financial 
sections of the national news magazines; wire services and feature 
syndicates; financial, news and feature sections of daily 
newspapers; on financial TV and radio programs; and trade 
periodicals circulating in Netter Digital Entertainment Inc.'s areas 
of activity.  This will follow the pattern described in the agency's 
conversations on the subject.

The public relations and publicity program shall be centered 
around general corporate activity; new shows developed by Netter 
Digital Entertainment Inc. and clients acquired; company 
personnel and executives; corporate history, past accomplishments 
and future goals; sales and earnings; management and management 
philosophy; and other salient subjects that will enhance the 
corporate image.  Such publicity will result from the agency's 
distribution of press releases, from press presentations, and from 
special press interviews.

The agency shall write , develop and create the financial written 
and graphic materials-- the annual report ; the interim reports; and 
special communiques to the shareholder and to the financial 
community.

Martin E. Janis & Company, Inc. shall be compensated at the rate 
of five thousand dollars ($5,000,00) per month, payable on the 1st 
day of month, beginning November  1,  1997, and shall invoice 
Netter Digital Entertainment Inc. for five thousand (5,000,00) on 
the 1st say of each succeeding month.  The above mentioned 
service fee is payable to the agency upon receipt of said invoice.

In addition to the above quoted retainer fee, routine out-of-pocket 
costs covering such items as printing and mailing; clipping 
services; long distance telephones; xeroxing; photography; media 
entertainment and the like, shall be borne by Netter Digital 
Entertainment Inc.  These out-of-pocket costs, however, shall not 
exceed $300-500 per month unless specified approval is given 
thereto by client.

All travel and other costs relating to company analyst meetings on 
specific financial centers throughout the country will be budgeted 
and presented to the client for approval, prior to incurring said 
expenditures.  Payment of these out-of-pocket expenditures shall 
be made upon receipt of and approval of these submitted estimated 
costs by the client prior to said meetings, as these expenses (hotel, 
travel, food and beverage, and the like) are paid up front by the 
projects, when all the actual bills are in and collated, they shall be 
submitted to the client, and an adjustment will be made either way, 
equating the actual expense with the estimated advance.

All costs pertaining to graphics -- the annual report, quarterly 
interim reports, special shareholder communiques, and the like, 
shall likewise be budgeted and presented to Netter Digital 
Entertainment Inc. for approval and payment before said 
expenditures are incurred.

Martin E. Janis & Company, Inc. shall receive warrants to 
purchase 50,000 shares of stock; 15,000 shares at $3.50 per share; 
15,000 shares at $4.50 per share; and 20,000 shares at $7.50 per 
share.  Netter Digital Entertainment Inc. shall submit a signed 
Warrant Agreement contract, defining the specific terms of the 
agreement, on or before November  1,  1997

An Account Executive, an agency vice president, shall be assigned 
to work on this account, along with other agency creative and 
executive personnel, in the firm's offices.  Martin E, Janis shall be 
involved with various agency executives and staff and Netter 
Digital Entertainment Inc. executives in the overall coordination 
direction and implementation of the program.

I believe this letter covers the pertinent points in our proposed 
working relationship .  Will you kindly indicate your approval by 
signature on the attached copy and return same to me at your early 
convenience.

The agency will handle all normal investor relations activities for 
Netter Digital Entertainment, Inc.

I look forward to meeting with you and to a successful relationship 
with you and your organization over this next period.

Cordially,

MARTIN E. JANIS & COMPANY, INC.

By:/s/Martin Janis
Martin E. Janis, Chairman of the Board

MEJ/mdc

APPROVED:


By:/s/Douglas Netter
Douglas Netter,President 
Netter Digital Entertainment Inc.

cc: Michael C. Pocaterra