THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of
March 1, 2001 is made by and between LodgeNet Entertainment Corporation, a
Delaware corporation (the "Corporation" or "LodgeNet"), and Gary H. Ritondaro
("Executive") with reference to the following circumstances, namely:

                  A.  Executive is to be employed by LodgeNet as its Senior Vice
                      President and Chief Financial Officer, and as such will be
                      making an important contribution to the development and
                      operation of LodgeNet's business.

                  B.  Because of the foregoing, the Corporation desires to
                      provide for its employment of Executive as hereinafter
                      provided, and Executive desires such employment, upon the
                      terms hereinafter provided.

                  NOW, THEREFORE, the Corporation agrees to employ Executive,
and Executive agrees to such employment, upon the following terms and

         1. PERIOD OF EMPLOYMENT. The employment of Executive by the Corporation
pursuant to this Agreement shall be for a period (sometimes referred to herein
as the "period of employment") beginning on the date hereof and continuing,
unless sooner terminated as provided in Section 6 or 8 herein, through December
31, 2001; provided, however, that on each December 31, commencing with December
31, 2001, such period of employment shall automatically be extended for an
additional year unless sixty (60) days prior thereto either party hereto has
given written notice to the other that such party does not wish to extend the
period of employment.

         2. DUTIES. During the period of employment, Executive shall serve as
Senior Vice President and Chief Financial Officer of the Corporation, or in such
other office or


offices to which he shall be elected by the Board of Directors of the
Corporation ("Board") with his approval, performing the duties of such office or
offices held at the time and such other duties not inconsistent with his
position as such an officer as are assigned to him by the Board or committees of
the Board. During the period of employment, Executive shall devote his full time
and attention to the business of the Corporation and the discharge of the
aforementioned duties, except for permitted vacations, absences due to illness,
and reasonable time for attention to personal affairs.

         3. OFFICE FACILITIES. During the period of employment, Executive shall
have his office where the Corporation's principal executive offices are located
from time to time, which currently are at 3900 West Innovation Street, Sioux
Falls, South Dakota, and the Corporation shall furnish Executive with office
facilities reasonably suitable to his position at such location.

         4. COMPENSATION. As compensation for his services performed hereunder,
the Corporation shall pay or provide to Executive the following:

                  (a.) The Corporation shall pay Executive a salary (the "Base
     Salary"), calculated at the rate of Two Hundred Ninety Five Thousand
     Dollars ($295,000.00) per annum. On January 1, 2002, Executive's Base
     Salary shall be increased to Three Hundred Thirty Thousand Dollars
     ($330,000.00) per annum. Executive's Base Salary (which may be increased by
     the Board at any time and from time to time in its discretion) shall be
     payable monthly, semi-monthly or weekly according to the Corporation's
     general practice for its executives, for the period of employment under
     this Agreement.

                  (b.) During the period of employment, Executive shall be
     allowed to participate in such bonus and other incentive compensation
     programs in accordance with


     their terms as the Corporation may have in effect from time to time for its
     executive personnel, and all compensation and other entitlements earned
     thereunder shall be in addition to, and shall not in any way reduce, the
     amount payable as Base Salary.

                  (c.) During the period of employment, Executive shall be
     entitled to:

                           (I) participate in such retirement, investment,
              health (medical, hospital and/or dental) insurance, life
              insurance, disability insurance and accident insurance plans and
              programs as are maintained in effect from time to time by the
              Corporation for its salaried employees;

                  (ii) participate in other non-duplicative benefit programs
              which the Corporation may from time to time offer generally to
              executive personnel of the Corporation; and

                  (iii) take vacations and be entitled to sick leave in
              accordance with the Corporation's policy for executive personnel
              of the Corporation.

         (d.) During the period of employment, the Board from time to time in
     its discretion may grant to Executive stock options, and other rights
     related to shares of the Corporation's common stock.

         5. EFFECT OF DISABILITY AND CERTAIN HAZARDS. Executive shall not be
obligated to perform the services required of him by this Agreement during any
period in which he is disabled or his health is impaired to an extent which
would render his performance of such services hazardous to his health or life,
and relief from such obligation shall not in any way affect his rights hereunder
except to the extent that such disability may result in termination of his
employment by the Corporation pursuant to Section 6 herein.


         6. TERMINATION OF EMPLOYMENT. The employment of Executive by the
Corporation pursuant to this Agreement may be terminated prior to December 31,
2001, or any subsequent December 31 to which the end of the period of employment
may have been extended under Section 1, as follows:

         (a) In the event of Executive's death prior to said date, such
     employment shall terminate on the date of death.

         (b) Such employment may be terminated prior to said date due to
     Executive's physical or mental disability which prevents the effective
     performance by Executive of his duties hereunder on a full time basis, with
     such termination to occur on or after the time which Executive becomes
     entitled to disability compensation benefits under the Corporation's long
     term disability benefit program then in effect. Any dispute as to
     Executive's physical or mental disability shall be settled by the opinion
     of an impartial physician selected by the parties or their representatives
     or, in the event of failure to make a joint selection after request
     therefore by either party to the other, a physician selected by the
     Corporation, with the fees and expenses of any such physician to be borne
     by the Corporation.

          (c) The Corporation, by giving written notice of termination to
     Executive, may terminate such employment at any time prior to said date for
     Cause, which means that such termination must be due to (1) acts during the
     term of this Agreement (A) involving dishonesty or moral turpitude by
     Executive or (B) substantial non-performance of Executive of his employment
     duties required by this Agreement or (2) Executive having directly or
     indirectly made any material misrepresentation(s) or fail to disclose any
     material factors to the Corporation during his pre-employment interviews or


     during the hiring process for his employment with the Corporation or (3)
     Executive willfully engaging in gross misconduct injurious to the
     Corporation during the term of this Agreement, with "Cause" to be
     determined in any case by the Board after reasonable written notice to
     Executive and an opportunity for Executive to be heard at a meeting of the
     Board and with reasonable opportunity (of not less than 30 days) in the
     case of clause (1)(B) to cease substantial non-performance.

         (d) The Corporation may terminate such employment at any time prior to
     said date without Cause (which shall be for any reason not covered by
     preceding subsections (a) through (c)) upon 60 days prior written notice to

         (e) In the event that a Termination Event (as that term is defined in
     the Executive Severance Agreement, dated March 1, 2001) has occurred, then
     the Executive may terminate such employment according to the terms and
     conditions set forth in said Executive Severance Agreement, and shall then
     be exclusively entitled to any and all payments and benefits provided under
     said Agreement to the exclusion of any provisions contained herein.


         (a) Except as otherwise provided in subsection (b) of this Section 7,
     upon termination of Executive's employment by the Corporation, all
     compensation due Executive under this Agreement and under each plan or
     program of the Corporation in which he may be participating at the time
     shall cease to accrue as of the date of such termination (except, in the
     case of any such plan or program, if and to the extent otherwise provided
     in the terms of such plan or program), and all such compensation accrued as
     of the date of such termination but not previously paid shall be paid to
     Executive at the time such payment


     otherwise would be due. Unless otherwise expressly provided in the terms of
     the bonus plan or program of the Corporation in which the Executive is a
     participant at the time of his termination, if the termination of
     Executive's employment is not for Cause, then a pro rata portion of the
     "target" full year's bonus shall be deemed to have accrued for the
     Executive under such bonus plan or program for the portion of the year
     ended on the date of the termination, which shall be paid to the Executive
     at the time bonus payment otherwise would be due.

         (b) If Executive's employment pursuant to this Agreement is terminated
     without Cause pursuant to subsection (d) of Section 6 herein, then, in
     addition to the payments required by subsection (a) of this Section 7,
     Executive shall be entitled to the vesting of all options previously
     granted but still subject to vesting, and shall receive, subject to the
     mitigation provisions of Section 11(a) below, for a period of twenty-four
     months (the "Severance Period") a cash severance payment (the "Severance
     Payment") from the Corporation. The amount of the Severance Payment shall
     be equal to the Executive's then monthly Base Salary increased by a factor
     of twenty percent (20%) to account for the Executive's loss of benefits.
     The Severance Payment shall be due and payable on the 20th day of each
     month and is subject to required withholding. The Executive shall also be
     entitled to the benefits under this Section in the event the Corporation
     elects at any time not to renew or extend this Agreement pursuant to
     Section 1. The Executive shall not be entitled to a Severance Payment in
     any event if he is terminated for Cause as permitted by Section 6.

      8. CONFIDENTIAL INFORMATION. Executive shall not at any time during the
period of employment and thereafter disclose to others or use any trade secrets
or any other


confidential information belonging to the Corporation or any of its
subsidiaries, including, without limitation, drawings, plans, programs,
specifications and non-public information relating to customers of the
Corporation or its subsidiaries, except as may be required to perform his duties
hereunder. The Corporation or its subsidiaries, except as may be required to
perform his duties hereunder. The provisions of this Section 9 shall survive the
termination of Executive's employment with the Corporation, provided that after
the termination of Executive's employment with the Corporation, the restrictions
contained in this Section 8 shall not apply to any such trade secret or
confidential information which becomes generally known in the trade.

entitled to any and all ideas, know-how and inventions, whether patentable or
not, which Executive shall conceive, make or develop during the period of his
employment with the Corporation, relating to the business of the Corporation or
any of his subsidiaries. Executive shall, from time to time, at the request of
the Corporation, execute and deliver such instruments or documents, and shall
perform or do such acts or things, as reasonably may be requested in order that
the Corporation may have the benefit of such ideas, know-how and inventions and,
in particular, so that patent applications may be prepared and filed in the
United States Patent Office, or in appropriate places in foreign countries,
covering any of the patentable ideas on intentions covered by this Agreement as
aforesaid, including appropriate assignments vesting in the Corporation or any
of its subsidiaries (or any successor to the Corporation or any of its
subsidiaries) full title to any and all such ideas, inventions and applications.
Further, Executive will cooperate and assist the Corporation in the prosecution
of any such applications in order that patents may issue thereon.



             (a) For the first eighteen months following termination of his
     employment with the Corporation, Executive shall not be required to
     mitigate the amount of any termination benefits due him under Section 7
     herein, by seeking employment with others, or otherwise, nor shall the
     amount of such benefits be reduced or offset in any way by any income or
     benefits earned by Executive from another employer or other source during
     said period; thereafter, said termination benefits shall be reduced by
     one-half of the amount Executive may earn from any full time employment
     position or occupation. However, if Executive becomes employed, as a full
     or part time employee, or as a consultant or advisor, to any enterprise
     engaged in competition with the business then being conducted by the
     Corporation, any obligation which the Corporation otherwise would have had
     under Section 7 shall thereupon terminate and cease to be of any further
     force and effect other than to the extent theretofore performed by the

             (b) Until the period of employment expires (which for these
     purposes shall be calculated without giving effect to early termination
     pursuant to Section 6), Executive shall not enter into endeavors that are
     competitive with the business or operations of the Corporation in the
     lodging pay-per-view/guest services market, and shall not own an interest
     in, manage, operate, join, control, lend money or render financial or other
     assistance to or participate in or be connected with, as an officer,
     employee, director, partner, stockholder (expect for passive investments of
     not more than a one percent interest in the securities of a publicly held
     corporation regularly traded on a national securities exchange or in an
     over-the-counter securities market), consultant or otherwise, any
     individual, partnership, firm, corporation or other business organization
     or entity that


     engages in a business which competes with the Company in the lodging
     pay-per-view/guest services market. For these purposes, employment with a
     vendor of cable television services shall not be treated as competitive
     with the business or operations of the Corporation in the lodging
     per-view/guest services market.

             (c) The Corporation shall pay Executive's out-of-pocket expenses,
     including attorneys' fees, but not to exceed a total of $10,000 for any
     proceeding or group of related proceedings to enforce, construe or
     determine the validity of the provisions for termination benefits in
     Section 7 or 8 herein.

     11. ARBITRATION. Any dispute or controversy arising under or in connection
with the Agreement shall be settled exclusively by arbitration in the city where
the principal executive offices of the Corporation are then located, in
accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any court having


             (a) This Agreement shall inure to the benefit of and shall be
     binding upon the successors and assigns of the Corporation, including any
     party with which the Corporation may merge or consolidate or to which it
     may transfer substantially all of its assets.

             (b) The rights and obligations of Executive under this Agreement
     are expressly declared and agreed to be personal, non-assignable and
     nontransferable during his life, but upon his death this Agreement shall
     inure to the benefit of his heirs, legatees and legal representatives of
     his estate.


             (c) The waiver by either party hereto of its rights with respect
     to a breach of any provision of this Agreement by the other shall not
     operate or be construed as a waiver of any rights with respect to any
     subsequent breach.

             (d) No modification, amendment, addition, alteration or waiver of
     any of the terms, covenants or conditions hereof shall be effective unless
     made in writing and duly executed by the Corporation and Executive.

             (e) This Agreement may be executed in any number of counterparts,
     each of which shall be deemed an original, but all of which together will
     constitute but one and the same agreement.

             (f)  This Agreement shall be construed according to the laws of the
     State of South Dakota.

             (g) If any provision of this Agreement is determined to be invalid
     or unenforceable under any applicable statute or rule of law, it is to that
     extent to be deemed omitted and it shall not affect the validity or
     enforceability of any other provision.

             (h) Any notice required or permitted to be given under this
     Agreement shall be in writing, and shall be deemed given when sent by
     registered or certified mail, postage prepaid, addressed as follows:

                If to Executive:            Gary H. Ritondaro
                                            Shadow Ridge Trail
                                            Sioux Falls, SD  57108

               If to the Corporation:       LodgeNet Entertainment Corporation
                                            3900 West Innovation Street
                                            Sioux Falls, SD 57107
                                            Attn: General Counsel


     or mailed to such other person and/or address as the party to be notified
     may hereafter have designated by notice given to the other party in a
     similar manner.

         13. PRIOR AGREEMENTS SUPERSEDED. This agreement supersedes all prior
agreements between the parties hereto with respect to the subject matter hereof
including any prior employment agreement.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date and year first above written.

                                          LodgeNet Entertainment Corporation


                                             Gary H. Ritondaro


Source: OneCLE Business Contracts.