EMPLOYMENT AGREEMENT


                  Employment  Agreement  ("Agreement")  effected as of this 15th
day  of  March,  1999,  by  and  between  Directrix,   Inc.  (the  "Company"  or
"Employer"),  a  Delaware  corporation,  and John R.  Sharpe  (the  "Executive")
(collectively the Company and the Executive are referred to as the "Parties").

                                  INTRODUCTION

                  WHEREAS,  the Parties desire to enter into an Agreement and to
set forth herein the terms and conditions of the  Executive's  employment by the
Company. Accordingly, in consideration of the mutual covenants and agreement set
forth herein and the mutual benefits to be derived herefrom, and intending to be
legally bound hereby, the Company and the Executive agree as follows:

         1.       Employment

                  1.1 Duties.  The Company  shall  employ the  Executive  on the
terms and  conditions set forth in this  Agreement,  as Vice President and Chief
Financial  Officer.  The Executive  accepts such employment with the Company and
shall  perform  and  fulfill  such  duties  as are  assigned  to  him  hereunder
consistent  with his status as a senior  executive of the Company,  devoting his
best efforts and all of his professional time and attention,  to the performance
and  fulfillment  of his duties and to the  advancement of the best interests of
the  Company,  subject  only to the  direction,  approval,  and  control  of the
Company's  President and/or Chief Executive Officer,  and specific directives of
the Board of Directors of the Company  (collectively,  "Senior Management").  In
addition, and without any additional consideration,  the Executive is and/or may
be  requested to serve as a director or as an employee and officer of any or all
subsidiaries  of the Company.  Unless  otherwise  indicated by the context,  the
"Company" shall include the Company and all its subsidiaries.

                  1.2 Place of Performance. In connection with his employment by
the  Company,  the  Executive  shall  be  based in the  greater  New  York  City
metropolitan area, except for required travel on Company business. The Executive
may be required to relocate on a permanent or temporary  basis  consistent  with
business  necessity  in  which  event  the  Company  agrees  to pay  Executive's
reasonable relocation expenses.

         2.       Term.
         The  Executive's  employment  under this Agreement shall commence as of
February 26, 1999 (the "Commencement Date") and shall continue  uninterrupted up
to and including the hour of midnight of December 31, 2001 (the "Term"),  unless
otherwise  terminated  as provided for in Sections 7.1 or 7.3. The Term shall be
extended for  successive  one-year  periods  beginning  January 1, 2002 and each
one-year  anniversary  thereafter  on the  terms in  effect  on the date of such
renewal,  unless a written  notice not to extend is given by either party to the
other at least 90 days prior to the date the Terms otherwise would have expired.

         3.       Compensation.

                  3.1 Base Salary. During the Term the Executive shall receive a
minimum annual salary (the "Base Salary")  payable in installments at such times
as the Company customarily pays its other senior executive employees (but in any
event no less often than bi-monthly), and calculated as follows:

                           3.1.1    The Base Salary to be paid to the Executive
during the Term shall be $127,050;
and

                           3.1.2    For each Year beginning after December 31,
1999, the Company shall increase the Base Salary by an amount equal to five
percent (5%) of the prior year's Base Salary.  Each such increase shall be
cumulative so that the Base Salary for each succeeding year shall include the
prior year's increase.

                  3.2 Health  Insurance and Other Benefits.  During the Term the
Executive shall be provided all employee benefits provided by the Company to its
management  and  all  other  Company  salaried   employees,   including  without
limitation,  all medical  insurance and life insurance plans or arrangements and
shall be entitled to participate in all pension,  profit  sharing,  stock option
and any other employee benefit plan or arrangement established and maintained by
the Company for  similarly  situated  employees,  all subject,  however,  to the
Company  rules and  policies  then in effect  regarding  participation  therein.
During the Term,  the benefits  provided to the  Executive,  as described in the
preceding  sentence,  shall not be reduced except in accordance with the general
reduction of such benefits applicable to similarly situated employees generally,
but then only to the  extent  that such  benefits  are  reduced  for such  other
similarly situated employees.

                  3.3      Automobile Allowance.  During the Term, the Company
shall pay the Executive the sum of $850 per month as reimbursement for the costs
of owning, operating and parking of an automobile.

                  3.4      Health Club Membership.  During the Term, the Company
shall pay the costs of one health club membership for the Executive.

         4.       Reimbursement of Expenses.

         The   Executive   shall  be   reimbursed   for  all  items  of  travel,
entertainment  and  miscellaneous  expenses,  including high speed home Internet
access which the Executive  reasonably incurs in connection with the performance
of his duties  hereunder,  provided that the Executive submits to the Company on
proper  forms  provided  by the  Company,  such  statements  and other  evidence
supporting  such  expenses as the Company may require and provided such expenses
meet the Company's policy concerning such matters.

         5.       Stock Options.

         The Executive may be entitled to  participate  in all Company  employee
stock  option  programs  as  determined  by the  Compensation  Committee  of the
Company's Board of Directors and approved by the Company's shareholders.

         6.       Vacations.

         The  Executive  shall be  entitled  to not less than three (3) weeks of
paid  vacation in any  calendar  year  (prorated  in any Year  during  which the
Executive is employed  hereunder for less than the entire  Year).  Such vacation
shall be taken at such  times as are  consistent  with the  reasonable  business
needs of the Company.  The  Executive may not take any vacation not taken during
the year in subsequent years except to the extent approved by the Company.  Upon
termination of the Executive's employment for any reason, any vacation earned by
the Executive but not taken shall be forfeited.

         7.       Termination of Employment.

                  7.1 Death or  Disability.  If the  Executive  dies  during the
Term, the Term shall terminate as of the date of the  Executive's  death. If the
Executive  becomes  Totally  Disabled  (as that term is  defined  below) for one
hundred eighty (180) days in the aggregate  during any consecutive  twelve-month
period  during the Term,  the Company shall have the right to terminate the Term
by giving the Executive thirty (30) days' prior written notice thereof, and upon
the expiration of such thirty-day period, the Executive's  employment under this
Agreement  shall  terminate.  If the Executive  resumes his duties within thirty
(30) days after receipt of a notice of termination and continues to perform such
duties for four (4) consecutive  weeks  thereafter,  the Term shall continue and
the notice of  termination  shall be considered  null and void and of no effect.
Upon  termination  of the Term under this Section 7.1, the Company shall have no
further  obligations or liabilities  under this Agreement,  except to pay to the
Executive's  estate or the  Executive,  as the case may be: (i) the portion,  if
any, that remains  unpaid of the Base Salary for periods worked by the Executive
plus the excess of the Base  Salary  for the  Severance  Period  over the amount
payable to the Executive  under the Company's  long-term  disability plan during
such time (payable as if the Executive remained an employee of the Company); and
(ii) the amount of any expenses reimbursable in accordance with Section 4 above;
and (iii) any amounts due under any Company benefit, welfare or pension plan.

                  7.2 "Totally Disabled," as used herein, shall mean a mental or
physical  condition which, in the reasonable  opinion of an independent  medical
doctor selected by the Company in its discretion,  renders the Executive  unable
or  incompetent  to carry out the material  duties and  responsibilities  of the
Executive under this Agreement.

                  7.3  Discharge  for  Cause.  The  Company  may  discharge  the
Executive  for "Cause" upon  written  notice (as defined in Section  11.1),  and
thereby immediately terminate his employment under this Agreement.  For purposes
of this  Agreement,  the Company shall have "Cause" to terminate the Executive's
employment  if the  Executive,  in the  reasonable  good faith  judgment  of the
Company,  (i) materially  breaches any of his agreements,  duties or obligations
under this  Agreement  and has not cured such breach  within ten (10) days after
Company's written notice, including, without limitation, the Executive's failure
to perform his duties hereunder, other than a failure resulting from his illness
or sickness;  (ii) willfully fails to carry out a material  lawful  directive of
the Board of  Directors,  the  Chairman of the Board,  and the  President of the
Company;  (iii) embezzles or converts to his own use any funds of the Company or
any client or customer of the Company;  (iv) converts to his own use or destroys
any  property  of the Company  having a  significant  value;  (v) is in material
violation of any of the Company policies and/or  procedures as identified in the
Company's  Employee Manual;  or (vi) is habitually drunk or intoxicated.  If the
Executive is discharged  for Cause,  he shall receive only those amounts  earned
but not distributed under the relevant plan, program or practice of the Company.
The Company and the  Executive  acknowledge  that if the Company  engages in the
Adult  Business  (as defined in Section 9), such  business  could be  considered
controversial  in  some  localities  and  could  result  in  civil  or  criminal
litigation  against the Company  based upon  obscenity  and  similar  laws.  The
Parties agree that,  notwithstanding  the other provisions of this Section,  the
naming of the Executive in any such suit, and any conviction of the Executive or
plea bargain, settlement or other disposition of such litigation relating to the
Executive,  shall not be considered Cause for the termination of the Executive's
employment,  so long as the conduct of the  Executive  upon which such claim was
based  consisted of the  Executive  carrying out his duties in good faith and in
accordance with directions of management of the Company.

                  7.4      Termination by Executive.  The Executive may
terminate the Term of his employment:

                           7.4.1    upon failure by the Company to comply with
the material provisions of this Agreement, which failure is not cured within ten
(10) days after written notice (referred to herein as "Good Reason"); or

                           7.4.2    upon a "Change in Control of the Company"
(as defined in Section 7.6.1 below) upon thirty (30) days' prior written notice
given at any time within  eighteen (18) months after a Change in Control; or

                           7.4.3    for any reason other than Good Reason or
following a Change in Control of the Company, which termination shall be 
considered a "Voluntary  Termination"  by Executive.

                  7.5  Severance  upon  Termination.  If,  during the Term,  the
Executive's  employment  is  terminated  by the Company  without  Cause,  or the
Executive  shall  terminate  employment  for Good  Reason  prior to a Change  in
Control  of  the  Company  (the  date  of  termination  is  referred  to as  the
"Termination  Date"),  then the Company shall pay the Executive in lieu of other
damages,  an amount (the  "Severance  Payments")  equal to his then current Base
Salary payable in  installments  at the same time the Company pays salary to its
other senior executive  employees  payable over the longer of (i) the balance of
the Term or (ii) eight months (the period over which the Severance  Payments are
made is  referred  to as the  "Severance  Period").  The  Company  shall have no
liability  to make any  Severance  Payments  as provided  for in this  paragraph
unless (i) the Executive  executes a General Release in a form  substantially as
set forth in Exhibit A attached hereto and (ii) the Executive  complies with all
provisions in Section 8  (Restrictive  Covenants).  Such amount shall reduce the
amount of any other severance  payment that otherwise would have been payable to
the Executive under any other Company plan, program or arrangement. In addition,
the  Company  shall  maintain  during  the  lesser  of the  balance  of the Term
immediately  prior to such  termination  or the  Severance  Period all  employee
benefit plans and programs which the Executive participated in immediately prior
to such termination other than bonus,  incentive  compensation and similar plans
based on  performance,  provided the  Executive's  participation  is permissible
under the general terms and provisions of such plans and applicable  law. In the
event of a Voluntary  Termination,  the Executive  shall receive only his earned
but unpaid Base Salary as of the date of his termination.

                  7.6      Change in Control.
 .
                           7.6.1    Definitions.  For purposes of this Section
7.6, a "Change in Control" shall mean a change in control of a nature that would
be required to be reported in response to Item 6(e) of Schedule  14A of
Regulation 14A, as in effect on the date of this Agreement, promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange  Act"); provided,
that whether or not required to be reported under such Item  6(e), without
limitation, such a Change in Control shall be deemed to have occurred if (i) any
"person" or "group" (as such terms are used in  Sections 13(d) and 14(d) of the
Exchange Act) is or becomes  the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities; (ii) during any period of two consecutive  years,
individuals who, at the beginning of such period, constitute  the Board cease
for any reason to constitute at least a majority thereof unless the election,
or the nomination  for election by the Company's stockholders, of each new
director was approved by a vote of at least three-fourths of the directors then
still in office who were directors at the beginning of the period; (iii) the
Company's stockholders approve an agreement to merge or consolidate the Company
with another corporation (other than a corporation 50% or more of which is
controlled by, or is under common control with, the  Company); or (iv) any
individual who is nominated by the Board of Directors for election of the Board
on any date fails to be so elected as a direct or indirect result of any proxy
fight or contested election for positions on the Board of Directors; provided,
however, that notwithstanding the foregoing, no Change of Control shall be
deemed to have occurred pursuant to either clause (i) or (ii)  above in the 
event  of (and  notwithstanding  any resultant change in the membership of the
Board) an acquisition by any group comprised of senior officers of the Company,
including the Executive, of 25% or more of the combined voting power of the
Company's then outstanding securities.

                           7.6.2    Termination Payment.  Notwithstanding any
provision of this Agreement, if, within eighteen (18) months following a Change
in Control of the Company,  (a) the  Executive's employment by the Company shall
be terminated by the Company other than as a result of the Executive becoming
Totally Disabled or for Cause or (b) the Executive terminates the Term pursuant
to Section  7.4.1, then the Executive shall be entitled to the benefits provided
below:

                                    (1)     The Company shall pay the Executive
full Base Salary through the Termination Date at the rate in effect at that
time, and shall pay the Executive for any vacation earned but not taken and the
amount, if any, of any bonus for a past Company fiscal year which has not yet
been awarded or paid;

                                    (2)     In lieu of any further salary
payments to the Executive for periods subsequent to the Termination Date, the
Company, subject to the limitation described below, shall pay to the Executive
on the 60th day  following  the Termination Date a lump sum amount equal to 2.99
times the sum of (i) the Base Salary and (ii) cash bonuses and other cash
compensation paid to the Executive during the 12 months preceding the
Termination Date ("Termination Payment"); and

                                    (3)     All stock options held by the
Executive shall be fully vested and remain outstanding for their full original
term unless sooner exercised.

                                    7.6.3   Certain Additional Payments by the
Company.

                                            (1)      Anything in this Agreement
to the contrary notwithstanding, in the event it shall be determined that any
payment or distribution to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 7.6.3 (a "Payment") would be subject to the excise tax
imposed by Section 4999 of the Code or any interest or  penalties are incurred
by the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an  additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any 
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

                                            (2)      Subject to the provisions
of Section 7.6.3(3), all determinations required to be made under this Section
7.6.3, including whether and when Gross-Up  Payment is required and the amount
of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by Deloitte & Touche LLP (the "Accounting Firm");
provided, however, that the Accounting Firm shall not determine  that no Excise
Tax is payable by the Executive unless it delivers to the Executive a written
opinion (the "Accounting Opinion") that failure to report the Excise Tax on the
Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. In the event that Deloitte &
Touche LLP has served, at any time during the two years immediately preceding a
Change in Control Date, as accountant or auditor for the individual, entity or
group that is involved in effecting or has any material interest in the Change
in Control, the Executive shall appoint another nationally recognized accounting
firm to make the determinations and perform the other functions specified in
this Section 7.6.3 (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and expenses of the Accounting  Firm shall
be borne solely by the Company.  Within fifteen (15) business days of the
receipt of notice from the  Executive that there has been a Payment, or such
earlier time as is requested by the Company, the Accounting Firm shall make all
determinations required under this Section 7.6.3, shall provide to the Company
and the Executive a written report setting forth such determinations, together
with detailed supporting calculations, and, if the Accounting Firm determines
that no Excise Tax is payable, shall deliver the Accounting Opinion to the
Executive.  Any Gross-Up Payment, as determined pursuant to this Section 7.6.3,
shall be paid by the Company to the Executive  within five (5) days of the
receipt of the Accounting Firm's determination. Subject to the remainder of this
Section 7.6.3, any determination by the Accounting Firm shall be binding upon
the Company and the Executive. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder.  In the event that it is
ultimately determined in accordance with the procedures set forth in Section 
7.6.3(3) that the Executive is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the  Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Executive.

                                            (3)      The Executive shall notify
the Company in writing of any claims by the Internal Revenue Service that, if
successful, would require the payment by the Company of the Gross-Up Payment.
Such notification shall be given as soon as practicable but no later than thirty
(30) days after the  Executive actually receives notice in writing of such claim
and shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid; provided, however, that the failure of the
Executive to notify the Company of such claim (or to provide any required
information with respect thereto) shall not affect any rights granted to the
Executive  under this Section 7.6.3 except to the extent that the Company is
materially prejudiced in the defense of such claim as a direct result of such
failure.  The Executive shall not pay such claim prior to the  expiration of the
30-day period  following the date on which he gives such notice to the Company
(or such shorter period ending on the date that any  payment of taxes with
respect to such claim is due).  If the  Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:

                                    (i)     give the Company any information
                  reasonably requested by the Company relating to such claim;

                                    (ii) take such  action  in  connection  with
                  contesting such claim as the Company shall reasonably  request
                  in writing from time to time,  including,  without limitation,
                  accepting legal  representation  with respect to such claim by
                  an attorney selected by the Company and reasonably  acceptable
                  to the Executive;

                                    (iii)   cooperate with the Company in good
                  faith in order effectively to contest such claim; and

                                    (iv) if the Company elects not to assume and
                  control  the  defense of such  claim,  permit  the  Company to
                  participate in any proceedings relating to such claim;

         provided,  however,  that the Company  shall bear and pay  directly all
         costs  and  expenses  (including  additional  interest  and  penalties)
         incurred in connection  with such contest and shall  indemnify and hold
         the Executive  harmless,  on an after-tax  basis, for any Excise Tax or
         income tax  (including  interest and  penalties  with respect  thereto)
         imposed  as a result of such  representation  and  payment of costs and
         expenses.  Without  limitation  on the  foregoing  provisions  of  this
         Section 7.6.3, the Company shall have the right, at its sole option, to
         assume the defense of and control all  proceedings  in connection  with
         such  contest,  in  which  case it may  pursue  or  forego  any and all
         administrative appeals, proceedings,  hearings and conferences with the
         taxing  authority in respect of such claim,  and may either  direct the
         Executive  to pay the tax  claimed  and sue for a refund or contest the
         claim in any permissible  manner, and the Executive agrees to prosecute
         such contest to a determination before any administrative  tribunal, in
         a court of initial jurisdiction and in one or more appellate courts, as
         the Company shall  determine;  provided,  however,  that if the Company
         directs  the  Executive  to pay such  claim and sue for a  refund,  the
         Company shall advance the amount of such payment to the  Executive,  on
         an  interest-free  basis,  and shall  indemnify  and hold the Executive
         harmless,  on an  after-tax  basis,  from any  Excise Tax or income tax
         (including  interest or penalties  with respect  thereto)  imposed with
         respect to such  advance or with  respect to any  imputed  income  with
         respect to such advance;  and further  provided,  that any extension of
         the statute of limitations relating to payment of taxes for the taxable
         year of the Executive  with respect to which such  contested  amount is
         claimed  to  be  due  is  limited  solely  to  such  contested  amount.
         Furthermore,  the Company's  right to assume the defense of and control
         the contest shall be limited to issues with respect to which a Gross-Up
         Payment would be payable  hereunder and the Executive shall be entitled
         to settle or contest, as the case may be, any other issue raised by the
         Internal Revenue Service or any other taxing authority.

                                            (4)      If, after the receipt by
the Executive of an amount advanced by the Company pursuant to Section 7.6.3(3)
the Executive becomes entitled to receive any refund with respect to such claim,
the Executive shall (subject to the Company's complying with the requirements of
Section 7.6.3(3)) promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto).  If, after the receipt by the Executive of an amount  advanced by the
Company pursuant to Section 7.6.3(3) a determination is made that the Executive
shall not be entitled to any refund with respect to such claim, and the Company
does not notify the  Executive in writing of its intent to contest such denial
of refund prior to the expiration of thirty (30) days after such determination,
then such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount of
Gross-Up Payment required to be paid.

         8.       Restrictive Covenants.

                  8.1               INTENTIONALLY OMMITTED

                  8.2               Non-Disclosure of Information.  The
Executive shall:

                                    8.2.1   Never, directly or indirectly, 
disclose to any person or entity for any reason, or use for his own personal
benefit, any "Confidential Information" as hereinafter defined; and

                                    8.2.2   At all times take all reasonable
precautions necessary to protect from loss or disclosure by Executive or his
subordinates any and all documents or other information containing, referring,
or relating to such Confidential Information. Upon termination of employment
with the Company for any reason, the Executive shall promptly return to the
Company any and all documents or other tangible property containing, referring,
or relating to such Confidential Information, whether prepared by him or others.

                                    8.2.3   Notwithstanding any provision to the
contrary in Section 8, this paragraph  shall not apply to information which the
Executive is called upon by legal  process (including, without limitation, by
subpoena or discovery requirement) to disclose or any information which has
become part of the public domain or is otherwise publicly disclosed through no
fault or action of the Executive.

                                    8.2.4   For purposes of this Agreement,
"Confidential Information" shall mean any information relating in any way to the
business of the Company disclosed to or known to the Executive as a consequence
of, result of, or through the Executive's employment by the Company which may
consist of, but not be limited to, technical and non-technical information about
the Company's proprietary products, processes, programs, concepts, forms,
business methods, data, any and all financial and accounting data, employees,
marketing, customers, customer lists, and services and information corresponding
thereto acquired by the Executive during the term of the Executive's employment
by the Company.  Confidential Information shall not include any of such items
which are published or are otherwise part of the public domain, or freely
available  from trade sources or otherwise.

                                    8.2.5   Upon termination of this Agreement
for any reason, the Executive shall return to a designated officer of the
Company all equipment and/or tangible property then in the Executive's
possession or custody which belongs or relates to the Company, including,
without limitation, copies or reproductions of correspondence, memoranda,
reports, notebooks, drawings, photographs, data base, or any other documents or
electronically stored information which constitutes Confidential Information.

                  8.3  Trade  Secrets  -  Intellectual   Property  Rights.   The
Executive shall provide the Company with any  copyrightable  work, trade secrets
and  other  protectable  intellectual  property  developed  or  produced  by the
Executive  while  in the  employ  of the  Company  pursuant  to  this  Agreement
(collectively, "Work Product").

                                    8.3.1   All Work Product shall be considered
works made for hire and shall be the exclusive property of the Company and the
Company shall be considered the author and/or creator of such work for worldwide
copyright purposes and renewals and extensions  thereof.  The Company may
request,  at its own cost and expense, that the Executive assist the Company in
obtaining worldwide patent, copyright and other property rights for the Work
Product.

                                    8.3.2   If the Executive's rights in the
Work Product cannot be assigned to the Company, the Executive waives enforcement
of all such rights against the Company.  The Executive further agrees to join in
any action, at the Company's sole cost and expense, to enforce or to procure a
waiver of such rights.

                                    8.3.3   If the rights of the Work Product
cannot be waived or the Work Product is not deemed a "work for hire", the
Executive hereby grants the Company and its assigns a worldwide royalty-free
license to reproduce, distribute, modify, publicly display, sublicense and
assign such rights in all media or distribution technologies now known and
hereinafter developed or devised.

                                    8.3.4   The Executive hereby appoints the
Company as his attorney in fact to execute and file any patent, copyright or
other lawful application with respect to the Work Product.

                  8.4 Non-Solicitation. During the Term and during the Severance
Period,  the Executive  will not,  directly or  indirectly,  individually  or on
behalf of other persons,  solicit, aid or induce (i) any employee of the Company
or any of its  affiliates  to leave  their  employment  with the  Company or its
affiliates to accept  employment  with or render services to or with any person,
firm,  corporation  or other  entity or assist  or aid any other  person,  firm,
corporation or other entity in  identifying  or hiring away such employee,  (ii)
any  customer or vendor of the Company to alter its business  relationship  with
the Company or to purchase  products or services then sold by the Company or its
affiliates from another person,  firm,  corporation or other entity or assist or
aid any other person or entity in identifying or soliciting any such customer or
vendor or (iii) any other remaining employee of the Company or its affiliates to
leave such employee's employment with the Company or its affiliates.

                  8.5 Conflict of Interest.  The Executive shall  exercise good
judgment and maintain high ethical standards in the course of his dealings so as
to preclude the  possibility  of a conflict  between the interest of the Company
and his own personal interest.  The Executive,  therefore,  has an obligation to
avoid any activity,  agreement,  personal  interest,  or other  relationship  or
situation which: (i) conflicts with the Company's best interest; (ii) interferes
with the  Executive's  responsibility  to serve the  Company  to the best of the
Executive's ability; or (iii) gives the appearance of self dealing.

                                    8.5.1   This policy requires that the
Executive shall not have any relationship, nor engage in any activity that might
impair the independence or judgment in the execution of the Executive's duties.
The Executive  shall not have any direct or direct personal financial interests
in suppliers of property, goods or services that would affect his decisions or
actions on the  Company's behalf. The Executive shall not accept gifts,
benefits,  or unusual hospitality that would be reasonably likely to influence
the Executive in the performance of his duties.

                                    8.5.2   If any possible conflict of interest
situation arises, the Executive is responsible to immediately disclose the facts
to the President or Chief Executive Officer of the Company so that an evaluation
may determine whether a problem exists and, if so, to eliminate it.

                  8.6 Injunctive  Relief/Legal Remedies. The Parties agree that
the  remedy  at law for any  breach  by the  Executive  of  this  Agreement  and
specifically  the  provisions of Section 8  ("Restrictive  Covenants"),  will be
inadequate and that the Company or any of its  subsidiaries or other  successors
or assigns shall be entitled to injunctive  relief without bond. Such injunctive
relief shall not be exclusive,  but shall be in addition to any other rights and
remedies Company or any of its subsidiaries or their successors or assigns might
have for such breach.

                                    8.6.1   The Executive acknowledges:  (i)
that compliance with the restrictive provisions contained in Section 8 is
necessary to protect the business and goodwill of the Company and its
subsidiaries, and (ii) that a breach of this Agreement will result in
irreparable and continuing  damage to the Company, for which monetary damages
may not provide adequate relief.  Consequently, the Executive agrees that in the
event of a breach or threatened breach of any of the restrictive covenants
described  herein,  the Company,  at its discretion, shall be entitled to seek
both: (i) a preliminary and/or permanent injunction in order to prevent such
damage, or continuation of such damage, and (ii) monetary damages as
determinable. Nothing herein, however, shall be construed to restrict and/or
prohibit the Company from pursuing any and all other remedies; the Executive
acknowledges  that  all  remedies  are  cumulative.   The  Executive
specifically  acknowledges  that the Executive shall account for and pay over to
the Company any profits,  monies, accruals or other benefits derived or received
by the  Executive as a result of any  transaction  constituting  a breach of the
Restrictive Covenants in Section 8.

                                    8.6.2   If any legal action arises to
enforce the Company's trade secrets, the prevailing  party shall be entitled to
recover any and all damages, as well as all costs and expenses, including
reasonable attorney's fees incurred in enforcing or attempting to enforce the
Company's trade secrets.

         9.       Nature of Company Business.

         The Executive acknowledges that the Company, through one or more of its
affiliated companies,  is currently involved in providing technical and creative
services to companies  which produce and  distribute  television  networks which
feature  explicit  and  cable  version  adult  movies  and  features  and  other
programming depicting sexual situations and/or nudity (the "Adult Business"). In
addition,  the Executive  acknowledges that the Company,  through one or more of
its  affiliated  companies,  may  become  involved  in the Adult  Business.  The
Executive acknowledges that he will likely be exposed, from time to time, to one
or more aspects of the Adult Business during the course of his employment by the
Company.  Furthermore,  the Executive confirms that he is currently  comfortable
working in an  environment  where some or all aspects of the Adult  Business are
present  and would be  comfortable  working  for a company  engaged in the Adult
Business.  If, at any time, the Executive's view on the foregoing changes or the
Executive  otherwise  become  uncomfortable  with the  nature  of the  Company's
business, the Executive agrees to promptly inform Senior Management. The Company
will  work  with  the  Executive  to  explore   mutually   acceptable  means  of
accommodating  the Executive's  concerns which,  both parties  acknowledge,  may
result in the  termination  of the  Executive's  employment.  Termination of the
Executive's employment occasioned by the Executive's desire not to be associated
with the Company as a result of the nature of its business shall be treated as a
Voluntary Termination by the Executive without Good Reason.

         10.      Arbitration.

                  10.1 Any and all disputes,  controversies  and claims  arising
out of, or relating to, this Agreement, or with respect to the interpretation of
this Agreement, or the rights or obligations of the Parties and their successors
and  permitted  assigns,  whether by  operation  of law or  otherwise,  shall be
settled and determined by  arbitration  in New York City, New York,  pursuant to
the then existing rules of the American  Arbitration  Association  ("AAA"),  for
commercial  arbitration.  Each party shall pay their own legal fees.  The losing
party shall pay the fees and costs  imposed by the AAA; if neither party clearly
prevails in the  arbitration,  the parties  shall request that the AAA appointed
arbitrator apportion the AAA's fees and costs between the parties.

                  10.2 The Parties  covenant  and agree that the decision of the
AAA shall be final and binding and hereby waive their right to appeal therefrom.

         11.      Miscellaneous.

                  11.1 Notices. Any notice, demand or communication  required or
permitted  under  this  Agreement  shall  be in  writing  and  shall  either  be
hand-delivered  to the other party or mailed to the addresses set forth below by
registered or certified  mail,  return receipt  requested,  or sent by overnight
express mail or courier or facsimile to such address, if a party has a facsimile
machine.  Notice  shall be  deemed  to have been  given  and  received  (i) when
hand-delivered or after three (3) business days when deposited in the U.S. Mail,
(ii) when transmitted and received by facsimile or sent by express mail properly
addressed to the other party. The addresses are:

         To the Company:

                  Directrix, Inc.
                  536 Broadway, 10th Floor
                  New York, New York  10012
                  Facsimile:  (212) 941-7846
                  Attn:  Chief Executive Officer

         To the Executive:

                  John R. Sharpe
                  19 Western Avenue
                  Morristown, NJ  07960

                  Either party may change the foregoing addresses at any time by
notice given in the manner herein provided.

                  11.2   Integration; Modification.  This Agreement, the
Indemnification Agreement executed contemporaneously herewith and any Employee
Manual adopted by the Company constitute the entire understanding and agreement
between the Company and the Executive regarding its subject matter, and
supersede all prior negotiations and agreements or interpretations, whether oral
or  written.  This  Agreement  may not be modified  except by written  agreement
signed by the Executive and a duly authorized officer of the Company.

                  11.3 Binding Effect.  This Agreement shall be binding upon and
inure  to  the  benefit  of  the  parties,  including  their  respective  heirs,
executors, successors and assigns, except that the Executive may not assign this
Agreement.

                  11.4  Waiver of  Breach.  No waiver by either party of any
condition or of the breach by the other of any term or covenant contained in
this Agreement,  whether conduct or otherwise,  in any one (1) or more instances
shall be  deemed or  construed  as a further  or  continuing  waiver of any such
condition  or breach or a waiver of any other  condition,  or the  breach of any
other term or covenant  set forth in this  Agreement.  Moreover,  the failure of
either party to exercise any right  hereunder  shall not bar the later  exercise
thereof with respect to other future breaches.

                  11.5              Governing Law.  The internal laws of the
State of New York shall govern this Agreement, except that Section 10 shall be
governed by the Federal Arbitration Act, Title 9, U.S. Code.

                  11.6  Headings.  The  headings  of the  various  sections  and
paragraphs  have been  included  herein  for  convenience  only and shall not be
considered in interpreting this Agreement.

                  11.7  Counterparts.  This Agreement may be executed in several
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one (1) and the same instrument.

                  11.8              Due Authorization.  The Company represents
that all corporate action required to authorize the execution, delivery and
performance of this Agreement has been duly taken.

                  IN WITNESS  WHEREOF,  this  Agreement has been executed by the
Executive and on behalf of the Company by its duly authorized officer on the day
and year first above written.
 

Date                                     By: ----------------------------------
                                             Donald J. McDonald, Jr., President


                                         EXECUTIVE:



Date                                     By: -------------------------------- 
                                             John R. Sharpe, Vice President
                                               Chief Financial Officer


<PAGE>



                                    EXHIBIT A

                    GENERAL RELEASE AND SEPARATION AGREEMENT

         1. GENERAL  RELEASE.  In consideration of the payment of salary through
______,  ___ together with accrued  vacation pay and __ weeks  severance and for
other good and  valuable  consideration,  John R.  Sharpe  ("Executive")  hereby
forever  releases,   discharges,  acquits  and  forgives  DIRECTRIX,  INC.,  its
officers,  directors,   stockholders,   employees,  affiliates,  successors  and
assignees  (collectively,  the  "Company")  from  any and all  claims,  known or
unknown, which Executive or Executive's heirs, successors or assigns have or may
have against the Company and any and all liability which the Company may have to
Executive whether denominated claims,  demands,  causes of action,  obligations,
damages or  liabilities  arising from any and all bases,  however,  denominated,
including  but not  limited  to claims  of  discrimination  under  the U.S.  Age
Discrimination  in Employment Act, the U.S.  Americans with  Disabilities Act of
1990,  the U.S.  Family and Medical  Leave Act of 1993,  Title VII of the United
States  Civil Rights Act of 1964,  42 U.S.C.  Section  1981,  the New York Human
Rights Law,  including New York Executive Law Section 296,  Section 8-107 of the
Administrative  Code and  Charter of New York City,  the Worker  Adjustment  and
Retraining  Notification  Act of  1988 or any  similar  state  law or any  other
federal,  state or local  law,  or any other  law,  rule or  regulation,  or any
workers'  compensation  or disability  claims under any such laws.  This release
relates to claims  arising  from and during  Executive's  relationship  with the
Company or as a result of the termination of such relationship.  This release is
for any relief, no matter how denominated, including, but not limited to, wages,
back pay,  front pay,  compensatory  damages or punitive  damages.  This release
shall not apply to the  obligations  set  forth in this  Agreement  or any other
claims that may arise after the date on which  Executive  signs this  Agreement.
Notwithstanding  any other  provision  of this  Agreement,  this  release is not
intended  to  interfere  with  Executive's  right to file a charge with the U.S.
Equal  Employment  Opportunity  Commission (or any state human rights or similar
commission) in connection with any claim Executive  believes  Executive may have
against the Company.  However,  by executing this  Agreement,  Executive  hereby
agrees to waive the  right to  recover  in any  proceeding  Executive  may bring
before the U.S.  Equal  Opportunity  Commission  (or any state  human  rights or
similar  commission) or in any proceeding  brought by the U.S. Equal  Employment
Opportunity  Commission  (or any state human  rights or similar  commission)  on
Executive's behalf.

         This  release  shall be  binding  upon and inure to the  benefit of the
parties, their successors, assigns and personal representatives.

         2.  NONDISCLOSURE  OF  PROPRIETARY  INFORMATION  AND  RETURN OF COMPANY
PROPERTY.  Executive agrees (i) to promptly surrender and deliver to the Company
all records, materials, equipment, drawings and data of any nature pertaining to
his   employment  by  the  Company  or  any  invention  or  any  trade  secrets,
confidential  information,  knowledge,  data or other information of the Company
("Confidential  Information"),  (ii)  not  to  take  with  him  any  description
containing  or  pertaining  to any  Confidential  Information  which he may have
produced  or  obtained  during  his  employment,   (iii)  not  to  disclose  any
Confidential  Information to any third party without the Company's prior written
consent and (iv) to return to the Company all of its property.

         3.       GOODWILL.  The purpose of this Agreement is to arrive at a
mutually agreeable and amicable basis upon which to separate Executive's
employment with the Company the Company.  Executive and the Company agree to
refrain from any criticisms of or disparaging comments about each other, except
as may be required by law or judicial process.

         4. WAIVER.  Executive understands that he may consider whether to agree
to the terms  contained  herein for a period of 21 days  after the date  hereof.
Accordingly,  Executive  may sign and return this  Agreement  by ______,  ___ to
acknowledge  his  understanding  of and agreement with the foregoing.  Executive
acknowledges  that,  prior to  signing  this  Agreement,  he was  advised by the
Company to consult  with an  attorney.  This  Agreement  will become  effective,
enforceable and  irrevocable  seven days after the date on which Executive signs
it (the "Effective  Date").  During the seven-day  period prior to the Effective
Date,  Executive  may  revoke  his  agreement  to  accept  the  terms  hereof by
indicating  in writing to the Company his  intention  to revoke.  [If  Executive
exercises his right to revoke  hereunder,  Executive  shall forfeit his right to
receive  the  benefits  provided  under the  Employment  Agreement  and, if such
benefits have already been provided, shall immediately reimburse the Company for
the cost of such benefits.]


Signed this __ day of ______, ____

DIRECTRIX, INC.                             RELEASOR


------------------------                    ------------------------
Name:
Title: