SKYLINE MULTIMEDIA
                               ENTERTAINMENT, INC.
                              EMPIRE STATE BUILDING
                           350 FIFTH AVENUE, SUITE 612
                                  NYC, NY 10118

July 14, 1999


Mr. Robert Brenner
President
Logical Systems, Inc.
c/o Skyline Multimedia Entertainment, Inc.
Empire State Building
350 Fifth Avenue, Suite 612
New York, NY 10018

Dear Rick:

Skyline Multimedia,  Inc. (the "Company") hereby agrees to contract with Logical
Systems, Inc.  ("Consultant") for the services of Robert Brenner ("Brenner") for
the position of Chief Executive Officer and Director of the Company for a period
of two years (the "Employment Term"). In such capacity,  Robert Brenner shall be
covered  and  indemnified  by the  Company to the full  extent of the  Company's
Directors' and Officers' liability insurance.

The terms and conditions of this engagement are as follows:

     This  Agreement  may be  cancelled  by either  party with  ninety (90) days
written notice.

     The company will pay  Consultant  the gross monthly fee ("Fee") of $18,000,
which  consists  of the base  amount of $15,000  per month plus 20% to cover the
cost of health, life, disability and other employment related costs.

     In the event that the Company  cancels this Agreement for any reason during
the Employment Term, or fails to offer to renew the Agreement,  the Company will
pay a  one-time  termination  fee  equal  to  six  months  severance,  plus  one
additional month of severance for each month consultant has been employed at the
Company beyond May 1999, up to a maximum of twelve months severance.

     If the event that a change of control of the  Company  occurs,  the Company
shall pay to  Consultant  an  incentive  fee equal to the  greater  of 3% of the
transaction proceeds or $250,000; provided, however, that if a change of control
occurs during the twelve-month  period  following  termination of this Agreement
and such change of control occurs in connection with negotiations that commenced
during the term of this Agreement, then Consultant shall be entitled to all such
incentive  payments  described  in this  Clause 4. As an  incentive  to  improve
profitability,  the  Company  shall pay a bonus to  Consultant  equal to 10% the
first  $1,000,000 of annual EBITDA and 5% of EBITDA in excess of $1,000,000  per
year. This bonus may be paid  semi-annually;  provided,  however,  that upon the
termination of this  Agreement,  Consultant  shall be paid any amounts  accruing
under this  Clause 5 on a pro rata basis up to and  including  such  termination
date. In the event the Company survives  through  September 30, 1999 without the
necessity of a  bankruptcy  filing,  the Company will pay  Consultant a one-time
bonus of $50,000;  provided,  however that if the Company subsequently files for
bankruptcy  with 15 days  thereafter,  the Company shall not be obligated  under
this Clause 5 and  Consultant  shall return to the Company any funds  previously
paid pursuant to this Clause.

     This Agreement shall be deemed effective as of November 15, 1998.

                                                 Yours truly,

                                                 Skyline Multimedia, Inc.


                                              /s/Ronald H. Aghassi
                                           Name: Ronald H. Aghassi
                                          Title: Vice President of Finance
                                       (As directed per Board Meeting of 8/4/99)