EMPLOYMENT
      AGREEMENT 

    President
      of Programming 

    


    Between
      

    Michael
      Berk

    And
      

    Players
      Network 

    


    


    


    


    


    January
      1, 2005

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    TABLE
      OF CONTENTS


    
      


      
        	
                 

              	 	
                Page

              
	 	 	 
	
                Section
                  1. Employment

              	
                1

              
	 	 	 
	
                1.1

              	
                Term

              	 
	 	 	 
	
                1.2
                  

              	
                Duties

              	
                1

              
	 	 	 
	
                (a)
                  

              	
                Capacity

              	
                1

              
	 	 	 
	
                (b)
                  

              	
                Schedule

              	
                2

              
	 	 	 
	
                (c)

              	
                Key
                  Man Insurance

              	
                2

              
	 	 	 
	
                1.3
                  

              	
                Compensation

              	
                2

              
	 	 	 
	
                (a)

              	
                Base
                  Salary

              	
                2

              
	 	 	 
	
                (b)
                  

              	
                Royalty

              	
                3

              
	 	 	 
	
                (c)
                  

              	
                Certain
                  Benefits

              	
                3

              
	 	 	 
	
                (d)
                  

              	
                Signing
                  Bonus

              	
                3

              
	 	 	 
	
                (e)
                  

              	
                Annual
                  Performance Bonus

              	
                4

              
	 	 	 
	
                (f)
                  

              	
                Reimbursement
                  of Expenses

              	
                4

              
	 	 	 
	
                (g)
                  

              	
                Severance
                  Compensation for Termination Without Cause

              	
                4

              
	 	 	 
	
                (h)
                  

              	
                Most
                  Favored Nations Benefits; Incentive Stock Option Plan

              	
                4

              
	 	 	 
	
                (i)
                  

              	
                Executive
                  Assistant

              	
                4

              
	 	 	 
	
                Section
                  2. Nondisclosure and Noncompetition

              	
                5

              
	 	 	 
	
                2.1
                  

              	
                Nondisclosure

              	
                5

              
	 	 	 
	
                2.2
                  

              	
                Noncompetiton

              	
                5

              
	 	 	 
	
                2.3
                  

              	
                Specific
                  Performance

              	
                5

              
	 	 	 
	
                Section
                  3. Termination 

              	
                6

              
	 	 	 
	
                3.1

              	
                Death
                  

              	
                6

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                TABLE
                  OF CONTENTS

              	
                Page

              
	 	 	 
	
                3.2

              	
                Cause

              	
                6

              
	 	 	 
	
                Section
                  4. Indemnification
                  of Employee

              	
                6

              
	 	 	 
	
                Section
                  5. Miscellaneous

              	
                6

              
	 	 	 
	
                5.1
                  

              	
                Amendment

              	
                6

              
	 	 	 
	
                5.2
                  

              	
                Expenses

              	
                7

              
	 	 	 
	
                5.3
                  

              	
                Mitigation

              	
                7

              
	 	 	 
	
                5.4
                  

              	
                Entire
                  Agreement

              	
                7

              
	
                .

              	 	 
	
                5.5
                  

              	
                Notices

              	
                7

              
	 	 	 
	
                5.6
                  

              	
                Successors

              	
                8

              
	 	 	 
	
                5.7
                  

              	
                Governing
                  Law; Venue

              	
                8

              
	 	 	 
	
                5.8
                  

              	
                Severability

              	
                8

              
	 	 	 
	
                5.9
                  

              	
                Waivers

              	
                8

              
	 	 	 
	
                5.10
                  

              	
                Headings

              	
                8

              
	 	 	 
	
                5.11
                  

              	
                Counterparts

              	
                8
                  

              
	 	 	 
	
                5.12
                  

              	
                Enforcement

              	
                8

              
	 	 	 
	
                5.13
                  

              	
                Legal
                  Representation

              	
                8

              
	 	 	 


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    PLAYERS
      NETWORK 

    EMPLOYMENT
      AGREEMENT

    President
      of Programming, Players Network 

    


    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”)
      is made
      as of January 1, 2005, by and between Michael Berk (“Employee”)
      and
      Players Network, a Nevada corporation (“Employer”
      or the
“Company”).
      

    


    WHEREAS,
      Employee is a major continuing creative force within Employer and 

    essential
      to its growth and development.

    


    WHEREAS,
      Employee’s abilities and services are unique and essential to the 

    prospects
      of Employer. 

    


    AGREEMENT

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants set forth below, the parties hereby agree
      as follows. 

    


    Section
      1. Employment. 

    


    1.1
       Term.
       Employer
      shall employ Employee, and Employee shall serve Employer for Five (5) years
      commencing on the date of this Agreement subject to the provisions set forth
      below.

    


    1.2
       Duties.

    


    (a)
      Capacity. So
      long
      as he is employed by Employer, Employee shall be 

    employed
      as President, of Programming Players Network in Las Vegas and will be an
      employee of the Employer at all times during the term of this Agreement.
      Employer and Employee acknowledge and agree that Employee’s position is
      President of Programming and shall be entitled to the rights and benefits that
      are afforded to the responsibilities of a Senior Executive Officer. Employee
      will report directly to the Company’s Chief Executive Officer and or Board of
      Directors. Employee will also serve as a member of the Board of Directors as
      allowed by the SEC with regards to allowances of day-to-day operational
      executives as board mambas. Board scat is not guaranteed and will be voted
      on
      each year at company annual shareholder meeting. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    The
      duties and corresponding authority would include, but are not limited to,
      overseeing the development of content for Players Network VOD, Broadband,
      wireless, and television programming. This includes working with other Players
      Network management to develop strategic integrated product placement,
      sponsorship, branding, and marketing as it pertains to content and programming
      development. Employees responsibilities also include working on the acquisition
      of programming, co-productions, original in-house productions, and the outsource
      production services of the Company’s soundstage and production capabilities with
      a focused direction to increase the Company’s revenue and share holder value.


    


    Day
      to
      day operational duties include, but not be limited to, working with other
      writers, producers, directors, production companies and on camera talent in
      order to execute and package projects. Participate in the creative and business
      direction of the company, and, working directly with the Company’s other senior
      management, consultants and advisors. In the exercise of his duties, Employee
      will comply with all policies and procedures of the Employer as it relates
      to
      hiring and discharging employees that directly or indirectly report to Employee.
      He will also provide input regarding compensation including raises and bonuses
      for senior management employees to the Board of Directors or its compensation
      committee as directed and required by compensation policies established by
      the
      Board of Directors.

    


    (b)
       Schedule.
       So
      long
      as he is employed by Employer, Employee shall 

    devote
      the majority of Employee’s working time and attention, as necessary, to
      faithfully and fully carryout his duties described herein; provided, however,
      Employee may (ii) serve as a Director of other business organizations with
      the
      prior written approval of Employer, (ii) devote time to and invest in
      non-competing side activities, provided that such activities do not individually
      or in. the aggregate interfere with his duties so as to adversely affect
      Employer’s business. Employee shall at all times perform his duties and
      obligations faithfully, diligently and to the best of Employee’s ability.


    


    (c)
       Key
      Man Insurance.
      Employer
      may for its benefit and at its own expense insure Employee’s life. Employee
      agrees to submit to such physical examination and supply such information as
      may
      be reasonably required in connection therewith. 

    


    1.3  Compensation. 
      As
      compensation for the services to be rendered during such period and the other
      obligations undertaken by Employee hereunder, Employee shall be entitled to
      the
      following compensation: 

    


    (a)
       Base
      Salary.
       Subject
      to increases pursuant to the cost of living adjustment described below, Employer
      shall pay to Employee an annual base salary of One Hundred and Fifty Thousand
      Dollars ($150,000) during the term of this Agreement (the “Base
      Salary”)
      such
      greater amount as may be determined upon a review of Employee’s performance to
      be undertaken pursuant to Company policy regarding performance reviews by the
      Board of Directors at least once annually. Employee’s Base Salary shall be
      payable in accordance with Employer’s standard payroll procedures. Employee’s
      Base Salary at the commencement of the second and each subsequent year shall
      be
      adjusted to provide for all cost of living increases based upon the percentage
      increase (if any) in the Consumer Price Index for All Urban Consumers (l967=l00;
      All Cities), prepared by the United States Bureau of Labor Statistics, or any
      successor thereto, over said Index in effect at the commencement of the
      preceding calendar year. 

    


    (1)
      In
      the event the Board of Directors determines that the Company cannot afford
      to
      pay Employee any portion of his Base Salary, Employee may, at his sole option
      elect one of the following: 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    a.
      Agree
      to defer receipt of his Base Salary until such time as the Company has the
      funds
      to pay him. In the event that Employee elects this option, the unpaid salary
      shall be paid with no interest, However, the Company, as additional
      compensation, shall immediately issue Employee an amount of Common Stock equal
      to 20% of the deferred Salary based upon a market value determined to be the
      average 30 day trading price prior to each such election; or, 

    


    b.
      Elect
      to convert all, or a portion of the unpaid Salary into Common Stock at a market
      value, equal to 80% of the average 30-day trading price prior to each election.
      

    


    (1)
      In the
      event the Company receives funding in excess of Two Million Five Hundred
      Thousand Dollars ($2,500,000) in net proceeds the Employee’s Base Salary will
      increase to $225,000 effective on the next scheduled pay period following the
      close of such $2,500,000 or more. At no time will employee receive less than
      any
      other senior employee except the CEO. 

    


    (b)
       Royalty.
      Employer
      shall pay Employee and his successors in interest a royalty in perpetuity (the
      “Royalty”)
      in the
      amount specified below with respect to Employer properties created in connection
      with Players Network’s programming, programming names and logos presented in any
      form, application or medium, which meet all three of the following criteria:
      

    


    (i)
      The
      intellectual property or product was conceived and documented by Employee and
      approved in addendum A of this Agreement. All future property or product
      potentially subject to this Royalty must be reviewed and approved during the
      course of a regularly scheduled Board of’ Directors meeting. Any request by
      Employee to make such property or product eligible cannot be unreasonably
      withheld as long as Employee meets the criteria outlined within section (b)
      of
      this Agreement.

    


    (ii)
      The
      intellectual property or product is licensed, sold or otherwise exploited by
      entities other than Employer’s own broadcast applications, including any third
      party licenses, Pay Per View and Merchandising. For example, if a show conceived
      by Employee is licensed to a market where Employer is paid a fee for such
      license, and then Employee will be eligible for a Royalty payment. 

    


    (iii)
      Such other entities pay a fee royalty, rental, purchase price or other payment
      to Employer in exchange for title to such products or intellectual property
      or
      for a license to make, use or sell such products or intellectual property.
      

     

    (iv)
      In
      the event of a change in ownership, Employee will have the option to negotiate
      a
      buyout agreement of all Employee’s intellectual property to which he would be
      entitled to receive Royalties, directly with new controlling ownership. If
      all
      of the foregoing criteria are met with respect to any such intellectual property
      or product, Employer shall account in writing for and pay to Employee the
      Royalty in amount equal to ten percent (10%) of all Adjusted Gross Revenues
      subject to Royalty payments received by Employer during the preceding calendar
      quarter. Adjusted Gross revenues are defined as all moneys collected after
      deducting direct commissions and/or distribution fees, if any. In no
      circumstance shall the Company be required to pay a Royalty of more than 10%
      total and in the event that someone in addition to the Employee claims to be
      due
      a Royalty, the Board of Directors shall decide who is paid the Royalty, or
      in
      what proportion the Royalty is paid to the various claimants, and the Board’s
      decision shall be final. Employer shall pay to Employee the Royalty within
      twenty (20) days following each calendar quarter notwithstanding the expiration
      or termination of this Agreement. Employer shall pay the Royalty to Employee’s
      estate and successors-in-interest following his death. Employee and his
      successors-in-interest shall have the right to audit the books and records
      of
      Employer to determine whether the Royalty has been paid properly in


    with
      the
      requirements of this Agreement, notwithstanding the expiration or termination
      of
      this Agreement. Employer hereby agrees that any and all future transactions
      entered into by the Company, which affect Employee’s rights under this Section
      1.3(b), will provide for an assignment or assumption of such Royalty obligation.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)  Certain
      Benefits.
       Employee
      shall be entitled to participate in all employee benefit programs established
      by
      the Company from time to time for employees or executives of Employer to the
      extent that executives or senior management employees of Employer generally
      are
      eligible to participate in such programs. Employee shall be further entitled
      to
      an annual paid vacation of four (4) weeks and other benefits in accordance
      with
      Employer’s policies as from time to time established by the Company or the
      Employer’s Board of Directors (the “Board”)
      for
      employees and/or senior executive officers and the following: (i) full medical,
      dental and vision insurance plans for Employee and his immediate family; (ii)
      a
      per month automobile leasing, operating, insurance and maintenance expense
      allowance of $700 per month or the cash equivalent in the form of expense
      reimbursement (iii) cell phone and other communication device acquisition d
      operating expenses. It is understood that payment of all the above benefits
      are
      contingent on the Company’s ability to afford such benefits. At such time as the
      Company can afford such benefits, Employee will not be eligible for any
      retroactive compensation for benefits.

    


    (d) Signing
      Bonus upon
      signing Employee will receive 400,000 shares of fully vested stock options,
      executable at 30 cents for a period of 36 months from the date of issuance.
      

    


    (e)  Annual
      Performance Bonus.
      Employer shall pay Employee an annual bonus, subject to meeting mutually agreed
      upon annual performance criteria mutually established by Employer and Employ
      between February 1 and April 1 of each year of this Agreement. Employer and
      Employee agree to establish the annual performance criteria for the first year
      of this Agreement within 45 days after execution of this Agreement 

     

    (f)
       Reimbursement
      of Expenses.
      Subject
      to such rules and procedures, which from time to time are reasonably specified
      by the Employer, Employer shall reimburse Employee for reasonable and necessary
      business expenses incurred in the performance of Employee’s duties under this
      Agreement, including without limitation travel, entertainment, gifts and
      promotional expenses. In many cases, the Employee’s expenses will be charged
      directly to the Company’s corporate credit card. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (g)
       Severance
      Compensation for Termination Without Cause.
      In the
      event that Employee’s employment is terminated by Employer for any reason
      including but not limited to an involuntary change of position (other than
      as a
      result of the termination of this Agreement pursuant to Sections
      3.1. or 3.2)
      or
      terminated by Employee as a result of a material breach of this Agreement by
      Employer (any of the foregoing, an “Involuntary
      Termination”),
      Employee shall be entitled to continue to receive his Base Salary and all
      benefits, including but not limited to automobile and Employee and family health
      insurance for the remainder of the Term of this Agreement as if the Agreement
      had not been terminated. In addition, Employee shall receive from Employer,
      on
      the effective date of the Involuntary Termination, a lump sum amount equal
      to
      two times the Emp1oyee’s then current Base Salary plus the full annual bonus
      then in effect without regard to the performance requirements associated with
      that bonus. Further, all stock options that Employee would be eligible through
      the natural term of this Agreement will immediately become fully vested. In
      the
      event Employee or his family is ineligible under the terms of any insurance
      to
      continue to be covered, the Company shall provide Employee and Employee’s family
      with substantially equivalent coverage through other sources or will provide
      Employee with a lump sum payment equal to the agreed upon value of the
      continuation of such insurance coverage to which Employee is entitled under
      this
Section
      1.3(g). 

    


    (h)
       Most
      Favored Nations Benefits; Incentive Stock Option Plan.
      Employee shall participate in all stock, option, and other executive pools
      and
      programs offered to any other executive officers or employees of Employer or
      any
      of its divisions or subsidiaries. Within 45 days from the date of this
      Agreement, Employer shall adopt a Stock Option Plan consistent with Internal
      Revenue Code of 1986, as amended, and Nevada corporate law requirements and
      grant to Employee such stock options as may be determined by Employer or the
      Board no later than 20 days after such stock option plans are adopted and such
      grant complies with the terms of this Section 1.3(h). 

    


    (i)
       Executive
      Assistant.
      Employer shall provide Employ with a full-time Executive
      Assistant of Employee’s choosing which at a minimum shall be comparable to
Employee’s
      staff member currently providing such services to Employee. Such Executive
      Assistant shall be available to undertake other assignments for staff members
      as
      the Assistant’s time and expertise permits. 

    


    Section
      2. Nondisclosure
      and Noncompetition. 

     

    2.1  Nondisclosure.
      Employee
      recognizes the interests of Employer in maintaining the confidential nature
      of
      its proprietary and other business and commercial information.
      In consideration thereof, Employee shall not (except as authorized in writing
      by
      Employer or in the ordinary and normal course of performing his duties
      hereunder) during his employment hereunder and for a period ending one (1)
      year
      after the date Employee’s employment is terminated for any reason, directly or
      indirectly, publish, disclose or use, or authorize anyone else to publish,
      disclose or use, any secret or confidential matter, or proprietary or other
      information not otherwise available in the public domain and acquired by
      Employee during his employment hereunder or through representation on Employer’s
      Board, relating to any aspect of the operations, activities, or obligations
      of
      Employer, including, without limitation, any confidential material or
      information relating to Employer’s business, customers, suppliers, trade or
      industrial practices, trade secrets, technology, know-how or intellectual
      property. All records, files, data, documents and the like relating to
      suppliers, customers, costs, prices, systems, methods, personnel, equipment,
      and
      other materials relating to Employer shall be and remain the sole property
      of
      Employer. Upon termination of Employee’s employment hereunder, Employee shall
      not remove from Employee’s premises or retain any of the materials described in
      this Section
      2.1,
      except
      with the prior written consent of Employer and such materials in Employee’s
      possession shall be delivered promptly to Employer. Employer hereby agrees
      and
      acknowledges that in event that Employee is terminated for an Involuntary
      Termination then the provisions of this entire Section 2 shall immediately
      terminate in its entirety. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.2
        Noncompetition.
      Employee
      covenants and agrees that, except for activities, which are expressly permitted
      by Section
      1.2(b):
      

    


    (a)
      So
      long as he is employed by Employer, Employee shall not, without the prior
      written consent of Employer, directly or indirectly, as an employee, employer,
      agent, principal, proprietor, partner, stockholder, consultant, director, or
      corporate officer, engage in any business that is in competition with the
      business of Employer. 

     

    (b)
      If
      the scope of any restrictions contained in subparagraph (a) is too broad to
      permit enforcement of such restrictions to their full extent, then such
      restrictions shall be enforced to the maximum extent permitted by law, and
      Employee hereby consents and agrees that such scope may be judicially modified
      accordingly in any proceeding brought to enforce such restrictions.


    


    2.3
       Specific
      Performance.
      Employee
      acknowledges and agrees that Employer’s remedies at law for a breach or
      threatened breach of any of the provisions of this Section 2 would be inadequate
      and, in recognition of this fact, Employee agrees that in the event of such
      a
      breach or threatened breach, in addition to any remedies at law. Employer,
      without posting any bond, shall be entitled to obtain equitable relief in the
      form of specific performance, temporary restraining order, temporary or
      permanent injunction or any other equitable remedy, which may then be available.
      

    


    Section
      3.
      Termination. 

    


    3.1  Death.
      This
      Agreement shall terminate upon Employee’s death. In the event of Employee’s
      death while in the ...ploy of Employer, Employer shall pay to such person or
      persons as the Employee may specifically designate (successively or
      contingently) by filing a written, beneficiary designation with Employer during
      Employee’s lifetime (“Designated Beneficiaries”) 60% of Employee’s Base Salary
      as in effect immediately prior to Employee’s death, payable to Employee’s
      Designated Beneficiaries at the beginning of each month for a period of Twelve
      (12) months following Employee’s death. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.2
       Cause.
      Employer
      shall have the right to terminate this Agreement and Employee’s employment
      hereunder for cause upon written notice to Employee. The term “cause”
      shall
      mean Employee must have (i) been willful, gross or persistent in Employee‘s
      inattention to Employee’s duties or Employee committed acts which constitute
      willful or gross misconduct and, after written notice of the same has been
      given
      to Employee and he has been given an opportunity to cure the same within thirty
      (30) days after such notice; (ii) committed fraud or (iii) been convicted of
      a
      felony. If Employee’s employment is terminated for cause, as defined above, and
      Employee does not consent to such termination, such termination shall not be
      considered effective and Employee’s rights under this Agreement during the Term
      of Employment shall continue until the existence of such cause has been
      determined by an independent arbitrator appointed by the American Arbitration
      Association and either party’s rights to petition a court of law for a decision
      in the matter have been exhausted. In connection with the appointment of an
      arbitrator, both parties agree to submit the question to final and binding
      arbitration by an appointee of the American Arbitration Association and to
      cooperate with the arbitrator, with all costs of arbitration paid by the
      Employer. 

    


    Section
      4.  Indemnification
      of Employee. Employer
      shall defend and indemnify Employee at Employer’s sole expense to the full
      extent of Nevada law with respect to all claims, causes of action and
      adversarial proceedings of every nature to which Employee is or may become
      subjected in his role as an Officer or Director of Employer and Employee shall
      have the right to select his own counsel. Employer’s indemnification duty shall
      survive the termination or expiration of this Agreement. In the event that
      Employer elects to change coverage or carriers for its Directors and Officers
      insurance (“D&O
      Insurance”),
      Employer shall notify Employee of such change and arrange to purchase, at a
      minimum, a five-year tail policy for such former insurance policy at the sole
      expense of Employer and deliver evidence of such tail policy to Employee within
      five (5) days after termination of Employer’s existing D & O Insurance.


    


    Section
      5.
       Miscellaneous. 

    


    5.1  Amendment.
      This
      Agreement may be amended only in writing executed by the parties hereto, which
      has been approved in advance by a majority of the disinterested members of
      the
      Board.

     

    5.2  Expenses.
      Employer shall pay or reimburse Employee for all costs and expenses, including
      court costs and reasonable attorney’s fees, incurred by Employee as a result of
      any claim, action or proceeding arising out of, or challenging the validity
      or
      enforceability of this Agreement or any provision hereof. 

      

    5.3
       Mitigation.
      In the
      event of a termination of Employee’s employment for any reason, Employee shall
      not be required to seek, other employment. In addition, no amount payable under
      this Agreement shall be reduced by any compensation earned by Employee as a
      result of employment by another employer after such termination of employment
      with Employer. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.4   Entire
      Agreement.
      This
      Agreement and the other agreements expressly referred to herein set forth the
      entire understanding of the parties hereto regarding the subject matter hereof
      and supersede all prior contracts, agreements, arrangements, communications,
      discussions, representations and warranties, whether oral or written, between
      the parties regarding the subject matter hereof. 

    


    5.5
       Notices.
      Any
      notice, request, consent and other communication required or permitted hereunder
      shall be in writing and shall be deemed to have been duly given upon the earlier
      of receipt or five (5) days after being sent by registered or certified mail,
      return receipt requested, postage prepaid, to the parties, and to the persons
      to
      whom copies shall be sent, at their respective addresses set forth below.


    


    
      	If
              to Employer:	
              Players
                Network 

              4620 Polaris Avenue

              Las
                Vegas, Nevada 89103 

            


    

     

    Attention:
      Board of Directors 

    
      	IftoEmployee:	
              Michael
                Berk 

              
                138
                  C San Vincente blvd 

                Santa
                  Monica, CA 90402 

              

            


    

     

    Any
      party
      by written notice to the other party given in accordance with this Section
      may
      change the address or the persons to whom notices or copies thereof shall be
      directed. 

    


    5.6
       Successors.
      This
      Agreement shall bind and inure to the benefit of the successors, heirs and
      personal representatives of each of the parties hereto. 

    


    5.7  Governing
      Law; Venue.
      This
      Agreement shall be governed by, and construed in accordance with; the laws
      of
      the State of Nevada- All parties agree that venue for any and all claims arising
      from the Agreement shall be located in the state or federal courts located
      in
      Clark County, Nevada. 

    


    5.8
       Severability.
      If any
      provision of this Agreement shall be adjudicated to be, in whole or in part,
      invalid, ineffective or unenforceable, the remaining provisions of this
      Agreement shall not be affected thereby. The invalid, ineffective and
      unenforceable provision shall, without further action by the parties, be
      automatically amended to effect so much of the original purpose and intent
      of
      the invalid, ineffective or unenforceable provision; provided, however, that
      such amendment shall apply only with respect to the operation of such provision
      in the particular jurisdiction with respect to which such adjudication is made.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    5.9
       Waivers.
      Any
      waiver by any party of any violation, breach, or default under any provision
      of
      this Agreement, by the other party shall not be construed as, or constitute,
      a
      continuing waiver of such provisions, or waiver of any other violation, breach
      or default under any other provision of this Agreement. 

    


    5.10
       Headings.
      The
      headings in this Agreement are solely for convenience of reference and shall
      not
      be given any effect in the construction or interpretation of this
      Agreement.

    


    5.11
       Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed to be an original, and all of which together will constitute one and
      the
      same Agreement.

    


    5.12
       Enforcement.
      In the
      event that either party resorts to legal action to enforce the terms and
      provisions of this Agreement, the prevailing party shall be entitled to recover
      from the nonprevailing party the costs of such action so incurred, including,
      without limitation, reasonable attorneys’ fees. 

     

    5.13
       Legal
      Representation.
      Employee
      acknowledges and agrees that he has 

    read
      and
      understands the terms set forth in this Agreement and has been given a
      reasonable opportunity to consult with an attorney prior to execution of this
      Agreement. 

    


      IN
      WITNESS WHEREOF
      the
      parties hereto have executed this Employment Agreement as of the date first
      above written. 

     

     

    
      	 	
              /s/
                Michael
                Berk                       
                          
                

              Micheal
                Berk

              Employee

              


              PLAYERS
                NETWORK 

              


              By_/s/
                Mark
                Bradley                           
                

              Director
                

              


              By:
                /s/
                Morden C.
                Lazarus                  

              Director

            


    

     

     

    By /s/
      Doug
      Miller                                                              


    Director
      of Compensation Committee 

    


    Approved
      At Board Meeting Held on____________________________