Realm Production and Entertainment, Inc.
CONFIDENTIAL EMPLOYMENT AGREEMENT
Employment Agreement, dated August 1, 1997, between Realm Production and
Entertainment, Inc., (the "Company") and Gus A. Guilbert, Jr. (the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. TERM OF EMPLOYMENT: The term of this agreement shall be for a 36 month
period commencing on the date hereof. The Company may terminate this agreement
at any time upon Seven (7) days written notice.
3. SALARY: The Company shall pay Employee an annual salary averaging Thirty
Six Thousand Dollars ($36,000) PER YEAR FOR THE TERM OF EMPLOYMENT (I.E. $30,000
FOR 1ST YEAR; $36,000 FOR 2ND year and $42,000 for 3rd year), for the services
of the Employee, payable at regular payroll periods.
4. DUTIES AND POSITION: The Company hires the Employee in the capacity of
Executive Vice President and advisor regarding the Company's technical affairs.
The Employee's duties may be reasonably modified at the Company's disgression
from time to time.
5. EMPLOYEE TO DEVOTE FULL TIME TO COMPANY: The Employee will devote full
time, attention, and energies to the business of the Company.
6. CONFIDENTIALITY OF PROPRIETARY INFORMATION: Employee agrees, during the
term of this employment, not to reveal confidential information, or trade
secrets to any person, firm, corporation, or entity.
7. REIMBURSEMENT OF EXPENSES: The Employee may incur reasonable expenses
for furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all business
expenses pursuant to Company policy.
8. NON-ACCOUNTABLE EXPENSES: The Employee shall be entitled to a
non-accountable expense reimbursement of One Hundred Dollars ($100) per month to
cover Company use of vehicle, cellular telephone, beeper, etc... owned by
Employee.
9. OTHER COMPENSATIONS: The Company hereby issues (see attached Agreement)
warrants for 25,000 Common Shares of the Company at $2.00 per Common Share
pursuant to the terms and conditions of the executed warrant.
10. MISCELLANEOUS: This agreement supersedes any prior agreement between
the Company and the Employee. This Agreement cannot be modified, nor can any of
its provisions be waived, except by woven agreement signed by all parties. The
State of Florida shall govern this Agreement. In the event of any dispute as to
the terms of this Agreement, the prevailing party in any litigation shall be
entitled to reasonable attorney's fees.
ACCEPTED AND AGREED TO ON THIS DAY AUGUST , 1997
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Realm Production and Entertainment, Inc. Gus A. Guilbert, Jr.
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Steven Adelstein - President Employee
VIDKID DISTRIBUTION, INC.
4950 WEST PROSPECT ROAD FORT LAUDERDALE, FL 33309 954-745-0077 FAX 954-745-0078
[GRAPHIC OMITTED]
MEMORANDUM
Date: September 30, 1999
To: Gus Guilbert, Jr.
From: Steven Adelstein
RE: Assignment of Employment Agreement
Dear Mr. Guilbert,
Relating to the Employment Agreement dated August 1, 1997 between Realm
Production and Entertainment, Inc. (Realm) and Gus A. Guilbert, Jr.; and
pursuant to the terms and conditions of the known Merger Agreement, whereby all
assets and agreements of the parent entity, Realm, have been assigned to the
spin off entity, VidKid Distribution, Inc. (VidKid), VidKid hereby acknowledges
and accepts the assignment of Realm's obligations to Gus A. Guilbert, Jr.,
pursuant to the terms and conditions contained therein. Additionally, VidKid
hereby extends Mr. Guilbert's Employment Agreement through December 31, 2000.
If you agree, please execute below where indicated.
Sincerely, AGREED TO AND ACCEPTED BY:
Steven Adelstein --------------------
President Gus A. Guilbert, Jr.