Exhibit 10.64


                        KEY EXECUTIVE SEVERANCE AGREEMENT


         This Key Executive Severance Agreement (the "Agreement") is dated as of
September 22, 1999, and is made by and between NewStar Media Inc., a California
corporation (the "Company"), and Robert C. Murray who is presently Vice
President, Secretary and General Counsel of the Company (the "Executive").

                                   WITNESSETH:

WHEREAS:

         A. The Executive is Vice President and General Counsel of the Company
and an integral part of the Company's management.

         B. The Company wishes to assure both itself and the Executive of
continuity of management generally, including continuity of management in the
event of any actual change in control of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and in further consideration of services performed and to be performed
by Executive for the Company, it is hereby agreed by and between the parties as
follows:

         1. COMPANY'S RIGHT TO TERMINATE. The Company may not terminate the
Executive's employment unless, to the extent provided for herein, the Company
provides the benefits hereinafter specified in accordance with the terms hereof.

         2. EVENT. For Purposes of this Agreement, an "Event" shall mean any of
the following:

                  (1)      Approval by the shareholders or the Board of
                           Directors of the Company of the dissolution or
                           liquidation of the Company;

                  (2)      Approval by the shareholders or the Board of
                           Directors of the Company of an agreement to merge or
                           consolidate, or otherwise reorganize, with or into
                           one or more entities, as a result of which less than
                           50% of the outstanding voting securities of the
                           surviving or resulting entity are, or are to be,
                           owned by former shareholders of the Company;

                  (3)      Approval by the shareholders or the Board of
                           Directors of the Company of the sale of 50% or more
                           of the Company's business and/or assets or the
                           Company's publishing business and/or assets to a
                           person or entity which is not a Subsidiary; or

                  (4)      A Change in Control. A "Change in Control" shall be
                           deemed to have occurred if (A) any "person" (as such
                           term is used in Sections 13 (d) and 14 (d) of the

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                           Exchange Act) is or becomes the "beneficial owner"
                           (as defined in Rule 13d-3 under he Exchange Act),
                           directly or indirectly, of securities of the Company
                           representing 35% or more of the combined voting power
                           of the Company's then outstanding securities; or (B)
                           during any period of two consecutive years,
                           individuals who at the beginning of such period
                           constitute the Board of Directors cease for any
                           reason to constitute at least a majority thereof.


         3. CERTAIN BENEFITS UPON OCCURRENCE OF EVENT. Upon the occurrence of an
Event, any and all options to purchase common stock that were granted to the
Executive on or prior to the date of such Event (the "Options") shall become
immediately exercisable to the full extent theretofore not exercisable.
Notwithstanding anything to the contrary contained in any agreement pursuant to
which any Options may have been granted (including, without limitation, any
stock option or similar plan of the Company) (a "Stock Option Agreement") if an
Event shall have occurred, any and all Options shall not terminate or expire and
shall remain exercisable for the longer of (i) the one year period following the
date of such Event (whether or not the Executive shall remain employed by the
Company) and (ii) the period provided in the applicable Stock Option Agreement.

         4. CERTAIN BENEFITS UPON TERMINATION OF EMPLOYMENT.

                  (a)      If an Event shall have occurred, and there is a
                           Termination of the Employment of the Executive in
                           anticipation of such Event or within one (1) year
                           after the occurrence of such Event, the Executive
                           shall be entitled to receive the benefits provided in
                           Section 4(b) hereof.

                  (b)      If there is a Termination of the Employment of the
                           Executive as provided in Section 4(a) hereof, the
                           Executive shall be entitled to the following
                           benefits:

                           (i)      The Company shall pay the Executive his full
                                    employment compensation through the Date of
                                    Termination at the rate in effect at the
                                    time Notice of Termination; and

                           (ii)     The Company shall pay the Executive, on the
                                    Date of Termination, a lump sum payment
                                    equal to his full employment compensation
                                    for a one-year period at the rate in effect
                                    at the time Notice of Termination is given.

                  (c)      The phrase "Termination of the Employment" of the
                           Executive for purposes of this Agreement shall mean:

                           (i)      Termination by the Company of the employment
                                    of the Executive for any reason other than
                                    death, Disability or for Cause as defined
                                    below; or

                           (ii)     Termination by the Executive of his
                                    employment with the Company within six (6)
                                    months of the occurrence of any of the
                                    following events:

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                                    (A)      The assignment to the Executive of
                                             any duties materially inconsistent
                                             with his positions, duties,
                                             responsibilities and status with
                                             the Company immediately prior
                                             thereto, or a material change in
                                             the Executive's reporting
                                             responsibilities, titles or offices
                                             as in effect immediately prior
                                             thereto, or any removal of the
                                             Executive from or any failure to
                                             appoint the Executive to any of
                                             such positions, except in
                                             connection with the termination of
                                             the Executive's employment due to
                                             death, Disability or for Cause;

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

                                    (C)      Subsequent to an Event, the failure
                                             by the Company to continue in
                                             effect any benefit or compensation
                                             plan, stock ownership plan, stock
                                             purchase plan, stock option plan,
                                             life insurance plan,
                                             health-and-accident plan or
                                             disability plan in which the
                                             Executive is participating at the
                                             time of an Event (or plans
                                             providing him with substantially
                                             similar benefits), or the taking of
                                             any action by the Company which
                                             would materially adversely affect
                                             the Executive's benefits under any
                                             of such plans or deprive the
                                             Executive of any fringe benefit
                                             enjoyed by him at the time of the
                                             Event;

                                    (D)      Any purported termination of the
                                             Executive's employment which is to
                                             be effected pursuant to a Notice of
                                             Termination satisfying the
                                             requirements of Section 4(f) below;
                                             and for purposes of this Agreement,
                                             no such purported termination shall
                                             be effective.

                  (d)      The words "Disability" and "Cause" for purposes of
                           this Agreement shall mean:

                           (i)      DISABILITY. Termination by the Company of
                                    the Executive's employment based on
                                    "Disability" shall mean termination because
                                    of the Executive's absence from his duties
                                    with the Company (or its subsidiaries) on a
                                    full-time basis for 130 consecutive business
                                    days, as a result of incapacity due to
                                    physical or mental illness, unless within
                                    thirty (30) days after Notice of Termination
                                    (as hereinafter defined) is given following
                                    such absence the Executive shall have
                                    returned to the regular performance of his
                                    duties.

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<PAGE>

                           (ii)     CAUSE. Termination by the Company of the
                                    Executive's employment for "Cause" shall
                                    mean termination upon (A) the willful and
                                    continued failure by Executive to
                                    substantially perform his duties with the
                                    Company (or its subsidiaries) other than any
                                    such failure resulting from his incapacity
                                    due to physical or mental illness, after a
                                    demand for substantial performance is
                                    delivered to the Executive by the Chief
                                    Executive Officer of the Company, which
                                    specifically identifies the manner in which
                                    the Executive has not substantially
                                    performed his duties, or (B) the willful
                                    engaging by the Executive in misconduct
                                    which is materially injurious to the Company
                                    (or its subsidiaries), monetarily or
                                    otherwise, and that constitutes on the part
                                    of the Executive common law fraud or a
                                    felony.

                  (e)      Any purported termination by the Company pursuant to
                           Sections 4(c)(i) or 4(d) above, or by the Executive
                           pursuant to Section 4(c)(ii) 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 the Executive's employment
                           under the provision so indicated.

                  (f)      "Date of Termination" shall mean (i) if the
                           Executive's employment is terminated for Disability,
                           thirty (30) days after Notice of Termination is given
                           (provided that the Executive shall not have returned
                           to the performance of his duties on a regular basis
                           during such thirty (30) day period), and (ii) if the
                           Executive's employment is terminated for any other
                           reason, the date on which a Notice of Termination is
                           given.


         5. MITIGATION OF DAMAGES. The Executive shall not be required to
mitigate the amount of any payment provided for in Section 4 by seeking other
employment or otherwise, nor shall the amount of any payment provided for in
Section 4 be reduced by any compensation earned by the Executive as the result
of employment by or consultancy to another employer after the Date of
Termination, or otherwise.

         6. SUCCESSORS: BINDING AGREEMENT.

                  (a) The Company shall require any successor (whether direct or
                  indirect, by purchase, merger, consolidation or otherwise) to
                  all or substantially all of the business and/or assets of the
                  Company or the publishing division of the Company, by
                  agreement in form and substance reasonably satisfactory to the
                  Executive, to expressly assume and agree to perform this
                  Agreement in the same manner and to the same extent that the
                  Company would be required to perform it if no such succession
                  had taken place.

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                  (b) This Agreement shall inure to the benefit of and be
                  enforceable by the Executive's personal or legal
                  representatives, executors, administrators, successors, heirs,
                  distributees, devisees and legatees. If the Executive should
                  die while any amount would still be payable to him hereunder
                  if he had continued to live, all such amounts, unless
                  otherwise provided herein, shall be paid in accordance with
                  the terms of this Agreement to his devisee, legatee or other
                  designee or, if there be no such designee, to his estate.

         7. NOTICE. For the purpose of this Agreement, notices and all other
communication provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid.

         8. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer as may be specifically
designated by the Board of Directors of the Company. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provision or conditions
at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not expressly set
forth in this Agreement; it being understood that this Agreement shall not
provide or constitute any term of employment to the Executive, only certain
severance provisions in the case of termination under certain circumstances.
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California.


         IN WITNESS WHEREOF, the parties hereto have agreed as set forth above.



NEWSTAR MEDIA INC.




/s/ Terrence A. Elkes
------------------------------


EXECUTIVE:




/s/ Robert Murray
------------------------------
Robert C. Murray

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