EXHIBIT 10.4


                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  THIS AMENDMENT ("AMENDMENT") is made by and between Metromedia
International Group, Inc., a Delaware corporation (the "COMPANY"), and Bryce
Dean Elledge (the "EXECUTIVE"), as of this 29th day of July 2005.

                  WHEREAS, the Executive and the Company entered into an
employment agreement on October 6, 2003, effective as of October 1, 2003 (the
"EMPLOYMENT AGREEMENT"); and

                  WHEREAS, the Executive and the Company desire to amend the
Employment Agreement as provided in this Amendment.

                  NOW THEREFORE, for and in consideration of the premises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Executive
hereby agree as follows:

I. NO CAUSE OR GOOD REASON. The parties hereby acknowledge that, as of the date
of this Amendment, (i) there is no outstanding notice by the Company specifying
an event that would give rise to a termination of the Executive's employment for
"CAUSE" (as defined in Section 7.06 of the Employment Agreement) and, to the
knowledge of the Company, there are no grounds for such notice, and (ii) there
is no outstanding notice by the Executive specifying an event that would give
rise to a termination of the Executive's employment for "GOOD REASON" (as
defined in Section 7.05 of the Employment Agreement), and there are no grounds
for such notice.

II. AMENDMENTS TO EMPLOYMENT AGREEMENT. The Company and the Executive hereby
agree to amend the Employment Agreement as follows:

     A. TERMINATION FOR GOOD REASON. Section 7.05 of the Employment Agreement is
hereby amended by deleting the section in its entirety (including the heading)
and inserting in lieu thereof the phrase "[Intentionally Left Blank.]"

     B. PAYMENTS UPON TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. The heading
to Section 7.08 of the Employment Agreement is hereby amended by deleting the
phrase "or for Good Reason." The first sentence of Section 7.08 is hereby
amended by deleting the phrase "or 7.05."

     C. DEFINITION OF CHANGE OF CONTROL. Section 8.01(d) of the Employment
Agreement is hereby amended by deleting the phrase "all or substantially all"
and inserting in lieu thereof "more than 90% (in value)".

     D. PAYMENT IN THE EVENT OF A CHANGE OF CONTROL. Section 8.02 of the
Employment Agreement is hereby amended by deleting from the first sentence "or
the Executive shall terminate this Agreement or his employment for Good Reason
(as defined in Section 7.05 hereof), in either case".
<PAGE>

III. MISCELLANEOUS.

     A. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the internal substantive laws of the State of North Carolina,
without regard to conflicts of laws principles.

     B. SEVERABILITY. If any provision of this Amendment is held to be invalid,
illegal or unenforceable in any respect, such provision will be enforced to the
maximum extent possible and such invalidity, illegality or unenforceability will
not affect any other provision of this Amendment, and this Amendment will be
construed as if such invalid, illegal or unenforceable provision had (to the
extent not enforceable) never been contained herein.

     C. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.

     D. CONTINUING EFFECT OF EMPLOYMENT AGREEMENT. This Amendment shall not
constitute an amendment or waiver of any other provision of the Employment
Agreement not expressly referred to herein. Except as expressly amended hereby,
the provisions of the Employment Agreement are and shall remain in full force
and effect.

     E. HEADINGS. Section headings in this Amendment are used for convenience
only and shall in no way restrict or affect the interpretation of any provision
hereof.

     F. EFFECTIVENESS. This Amendment shall become effective as of the date
first above written.

                  IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed by a duly authorized officer of the Company, and Executive has
executed this Amendment as of the day and year first above written.

                                    METROMEDIA INTERNATIONAL GROUP, INC.



                                    By: /S/ HAROLD F. PYLE, III
                                            ------------------------
                                    Title:  CHIEF FINANCIAL OFFICER






                                    /S/ BRYCE DEAN ELLEDGE
                                    ---------------------------
                                    Bryce Dean Elledge