EMPLOYER:

                 AMENDMENT TO EMPLOYMENT AGREEMENT


This Amendment to Employment Agreement is made and entered by and between 
Xxxx Xxxxxxxx ("Employee") and Netter Digital Entertainment, Inc., a Delaware 
corporation ("Employer"), as of the 11th day of September, 1998, with 
reference to the following facts:

A. Employee is employed by Employer as its Executive Vice President and
Secretary pursuant to that certain Employment Agreement dated as of 
September 15, 1995 as amended to date (the "Employment Agreement").

B. Employer and Employee mutually desire to modify the terms of the 
Employment Agreement as further set forth herein.

NOW, THEREFORE,  in consideration of the mutual promises of the 
parties and the mutual benefits they will gain by their performances therof, all
in accordance with the provisions hereinafter set forth, it is agreed:

1. Amendment to Employment Agreement.  The last sentence of Paragraph 
3(a) of the Employment Agreement is hereby amended to read in full as 
follows:

"However, the total amount of base salary and Executive Producer fees 
paid to Employee shall be subject to an annual cap of Two Hundred Ten
Thousand Dollars ($210,000) ("Annual Cap")."

1. Effect of Amendment.  Except as set forth in Paragraph 1 hereof, the 
Employment Agreement shall continue in full force and effect, in 
accordance with its terms in effect immediately prior to the effective date 
of this Amendment.

The parties have duly executed this Agreement effective as of the day and year 
set forth above.

                           					EMPLOYER:

                           					NETTER DIGITAL ENTERTAINMENT, INC.

                           					By:/s/Xxxxxx Xxxxxxxxx
                     					      An Authorized Representative

                           					EMPLOYEE:

                                J0HN XXXXXXXX

                           					By:/s/Xxxx Xxxxxxxx
                     					      Xxxx Xxxxxxxx