THIS EMPLOYMENT AGREEMENT made as of December 11, 2000 (the "EFFECTIVE DATE"), between
CTN Media Group, Inc., a Delaware corporation (the "COMPANY"), and Thomas A. Rocco
In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
(a) The Company shall employ Executive, and Executive accepts employment with the Company, upon the terms
and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided
in paragraph 4 hereof (the "EMPLOYMENT PERIOD").
(b) So long a Executive is in compliance herewith, on or before the first anniversary of the Effective Date, the
parties will negotiate in good faith the terms of a new Employment Agreement for Executive on terms no less
favorable to Executive than those set forth herein, including the possibility of additional equity in the Company,
either by the grant of options or through equity in U-C Holdings, LLC.
2. POSITION AND DUTIES.
(a) During the Employment Period, Executive shall serve as the President of Sales of the Company and shall have
such duties, responsibilities and authority of such position subject to the direction of the Company's Chairman of
the Board, Executive Officers of the Company, and board of directors (the "BOARD").
(b) Executive shall report to the Chairman of the Board, Chief Executive Officer, and the Board, and Executive
shall devote his full business time, attention and skills to the business and affairs of the Company, except as
otherwise approved by the Board.
3. BASE SALARY AND BENEFITS.
(a) During the Employment Period, Executive's base salary shall be Five Hundred Thousand and No/ 100 Dollars
($500,000.00) per annum or such higher rate as the Board may designate from time to time (the "BASE
SALARY"), which salary shall be payable semi-monthly in regular installme