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                                                                   EXHIBIT 10.10

                             EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT ("Agreement") is dated as of March 25, 1998, by
and between Video City, Inc., a Delaware Corporation (the "Company"), and David
A. Ballstadt ("Ballstadt").

     1.   Term of Employment.  The Company hereby employs Ballstadt and
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Ballstadt hereby agrees to serve the Company, under and subject to all of the
terms, conditions and provisions of this Agreement, for a period of two years
from the date hereof, in the capacity of Senior Vice President of the Company,
or to serve in such other executive capacity with the Company as the Company's
board of directors (the "Board") may from time to time designate, provided such
assignment is consistent with Ballstadt's level of experience and expertise.  In
the performance of his duties and the exercise of his discretion, Ballstadt
shall be under the supervision and control of, and shall report only to, the
Chairman of the Board.  Ballstadt's duties shall be designated by the Chairman
of the Board and shall be subject to such policies and directions as may be
established or given by the Board of Directors from time to time.  Ballstadt
shall be on the Company's Board of Directors during the term of this Agreement.

     2.   Devotion of Time to Company Business.  Ballstadt shall devote
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substantially all of his productive time, ability and attention to the business
of the Company during the term of this Agreement.  Ballstadt shall not, without
the prior written consent of the Board of Directors, directly or indirectly
render any services of a business, commercial or professional nature to any
other person or organization, whether for compensation or otherwise, which may
compete or conflict with the Company's business or with Ballstadt's duties to
the Company.

     3.   Compensation.
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          3.1  Base Salary.  For all services rendered by Ballstadt under this
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Agreement, the Company shall pay Ballstadt a salary ("Base Salary"), payable
semi-monthly, at the rate of $100,000 per year.

          3.2  Bonus.  In addition to the Base Salary, the Company shall pay
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Ballstadt the following bonuses ("Bonuses"), not to exceed a total of $100,000
for either of the consecutive 12-month periods (referred to herein as "Years")
beginning March 25, 1998 and March 25, 1999:

                                      1.
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               (a) a Bonus equal to 6% of the first $1,000,000 of Aggregate
Credits (as defined in this Section 3.2(a)) and 8% of any amounts over
$1,000,000 of Aggregate Credits received by or credited to the Company for such
Year. For purposes of this Agreement, "Aggregate Credits" in any Year consist of
(i) marketing development fund (MDF) credits in excess of $400,000 awarded by
studios and received by the Company from distributors, studios or any other
sources, plus (ii) co-op funds received by or credited to the Company other than
the current level of funds per store received by the Company pursuant to the
Company's existing arrangements with Ingram Entertainment Corporation and
Rentrak Corporation.

               (b) in the second Year of this Agreement, Ballstadt may draw up
to $7,500 per quarter against his possible Bonus. Ballstadt will have no
obligation to repay any such draws to the Company if they exceed the amount of
Bonus actually earned for such Year.

               (c) the Company shall pay the annual Bonus to Ballstadt within 30
days after the end of Year in which it is earned.

     4.   Benefits.
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          (a) In addition to the Base Salary and the Bonus, if any, Ballstadt
will be entitled to participate in all benefits of employment available to other
members of the Company's management, including but not limited to stock option
programs, on a commensurate basis as they may be offered from time to time by
the Board of Directors to the Company's other management employees.  Such
benefits include, but are not limited to, full medical, dental and long-term
disability insurance for Ballstadt and his immediate family and participation in
group life insurance and retirement plans.  During the period of his employment
hereunder, Ballstadt will be reimbursed for reasonable business, travel and
entertainment expenses incurred in accordance with Company policy on behalf of
the Company in connection with his employment, and will be required to submit
appropriate expense reports for approval by signature of the Chairman of the
Board as a condition of reimbursement of such expenses.

          (b) The Company will pay up to $500 per month (including all
maintenance and operating expenses) for Ballstadt to have the use of one Company
provided automobile (or an equivalent expense allowance for an automobile owned
by Ballstadt).

                                      2.
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          (c) The Company will pay the cost of housing for twelve months in
Southern California for Ballstadt up to $24,000.

          (d) Within 30 days after written request by Ballstadt, the Company
shall reimburse Ballstadt for his reasonable and customary moving expenses
incurred at any time during the first 12 months of the term hereof.

     5.   Authority.  So long as Ballstadt serves as an officer and Director of
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the Company under this Agreement, he shall have the authority specified in the
Bylaws of the Company, except that he shall not proceed with any matters, or
permit the Company to take any actions, which are prohibited by, or are in
conflict with, resolutions or guidelines adopted by the Board of Directors.

     6.   Termination.  This Agreement may be terminated in advance of the time
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specified in Section 1 above under any of the following circumstances:

          (a) Upon the death of Ballstadt.

          (b) In the event that Ballstadt shall become either physically or
mentally incapacitated so as to not be capable of performing his duties as
required hereunder, and if such incapacity shall continue for a period of three
months consecutively, the Company may, at its option, terminate this Agreement
by written notice to Ballstadt at that time or at any time thereafter while such
incapacity continues.  In case of termination under this Section 6(b), Ballstadt
shall be entitled to receive Base Salary, Bonuses and any other compensation
accrued or earned as of or to the date of termination, and for a period of six
months following his termination.

          (c) By Ballstadt, if the Company shall have materially breached any of
the provisions of this Agreement, and such termination shall have the same
effect on the payment of Ballstadt's salary as a termination by the Company
under Section 6(e).

          (d) By the Company for Cause.  The term "Cause" used in this Section
means Ballstadt (i) after repeated notices and warning, fails to perform his
reasonably assigned duties as reasonably determined by the Company, (ii)
materially breaches any of the terms or conditions of Sections 1 or 2 of this
Agreement, or (iii) commits or engages in a felony or any intentionally
dishonest or fraudulent act which materially damages the Company or its
reputation.  If the Company terminates Ballstadt for Cause,  no payments or
benefits under this Agreement shall become payable after the date of Ballstadt's
termination, provided

                                      3.
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all Base Salary and Bonus (calculated on a pro rata basis of the total amount
otherwise payable for the year in which termination takes place) shall be paid
up to the date of termination.  The Company may terminate Ballstadt's employment
under clause (i) or (ii) of this Section 6(d) only if written notice of the
facts constituting the basis for such termination has been given to Ballstadt
and Ballstadt has been afforded 30 days opportunity to take such action as may
be reasonable under the circumstances to furnish assurance to the Board of
Directors that such basis for termination has been corrected or cured (to the
extent susceptible to cure) and will not recur.  Except as set forth above, in
the event of a termination pursuant to this Section 6(d), Ballstadt shall have
no right to receive any compensation not due and payable to him at the time of
such termination.

          (e) By the Company at any time without Cause, provided that the
Company shall pay Ballstadt his Base Salary, Bonuses and all other compensation
and benefits payable hereunder through the remaining term of this Agreement.

     7.   Attorney Fees.  The successful party in any litigation relating to
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matters covered by this Agreement shall be entitled to an award of reasonable
attorneys' fees in such action.

     8.   Assignment.  Neither this Agreement nor any of the rights or
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obligations of either party hereunder shall be assignable by either Ballstadt or
the Company, except that this Agreement shall be assignable by the Company to
and shall insure to the benefit of and be binding upon (i) any successor of the
Company by way of merger, consolidation or transfer of all or substantially all
of the assets of the Company to an entity other than any parent, subsidiary or
affiliate of the Company and (ii) any parent, subsidiary or affiliate of the
Company to which the Company may transfer its rights hereunder.

     9.   Binding Effect.  The terms, conditions and agreements set forth herein
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shall inure to the benefit of and be binding upon the heirs, administrators,
successors and assigns of each of the parties hereto, and upon any corporation,
entity or person with which the Company may become merged, consolidated,
combined or otherwise affiliated.

     10.  Amendments.  This Agreement may not be altered or modified except by
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further written agreement between the parties.

                                      4.
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     11.  Notices.  Any notice required or permitted to be given under this
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Agreement by one party to the other shall be sufficient if given or confirmed in
writing and delivered personally or by facsimile transmission or mailed by first
class mail, registered or certified, return receipt requested (if mailed from
the United States), postage prepaid, addressed to such party as respectively
indicated below or as otherwise designated by such party in writing.

          If to the Company, to:

                  Video City
                  6840 District Boulevard
                  Bakersfield, California  93313
                  Attn:  Robert Y. Lee
                  Fax:  (805) 397-5982

          If to Ballstadt, to:

                  David A. Ballstadt
                  3904 The Strand
                  Manhattan Beach, California  90266

          With Copy To:

                  Craig D. Greenberg, Esq.
                  Huffman, Usem, Saboe, Crawford & Greenberg, P.A.
                  5101 Olson Memorial Highway
                  Suite 1000
                  Minneapolis, Minnesota  55422
                  Fax (612) 545-2350

     12.  California Law.  This Agreement is intended to be performed and shall
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be governed by and construed in accordance with the laws of the State of
California.

     13.  Board of Directors.  On any matter calling for authorization,
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approval, decision, determination or other action of the Board of Directors
under the provisions of this Agreement, Ballstadt's vote as a director shall not
be counted.

     14.  Entire Agreement.  This Agreement constitutes the entire agreement
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between the parties with respect to the subject matter hereof and supersedes all
prior agreements, understandings and negotiations, both written and oral,
between the parties with respect to the subject matter of this Agreement.

                                      5.
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     IN WITNESS HEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                            VIDEO CITY, INC.



                            By: /s/ Robert Y. Lee
                               -------------------------------------------
                               Robert Y. Lee, C.E.O./Chairman of the Board


                            /s/ David A. Ballstadt
                            ----------------------
                            DAVID A. BALLSTADT

                                      6.