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                      CAMERA PLATFORMS INTERNATIONAL, INC.

                                  EXHIBIT 10.3

             EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND ROY ATLAS


                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement") is made and entered into as
of the 1st day of January, 1997 by and between Camera Platforms International,
Inc., a Delaware corporation (the "Company") and Roy Atlas ("Employee").

                                   WITNESSETH:

        WHEREAS, in recognition of the complexity of its industry and the
competitive nature of its business, the Company has experienced and expects to
continue to experience a substantial need for management services;

        WHEREAS, the Company acknowledges the expertise and experience of the
Employee, and is aware of the very significant contribution which the Employee
could make to the success of the Company's business by the provision of the
services enumerated herein; and

        WHEREAS, the Company now desires to employ the Employee, and the
Employee wishes to be employed by the Company, for the purpose of providing such
services to the Company.

        NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
and conditions herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1.      Services to be Performed by the Employee. The Employee shall provide to
        the Company such services of a managerial and operational nature as the
        Board of Directors shall determine from time to time to be reasonably
        necessary or advisable and in the best interests of the Company in the
        course of its business. The Employee shall hold the title of President
        and Chief Operating Officer, and shall report directly to the Board of
        Directors of the Company. The Employee agrees that, to the best of his
        ability and experience, he will, at all times, loyally and
        conscientiously, perform all of the duties and obligations either
        expressly or implicitly required of him by the terms of this Agreement.
        The Employee shall provide services hereunder on a full- time and
        exclusive basis, consisting of not less than 40 hours per week.

2.      Other Activities. At all times during the term of this Agreement, the
        Employee may not engage 



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                      CAMERA PLATFORMS INTERNATIONAL, INC.




        or participate for his own account, whether, directly or indirectly, as
        an employee, employer, consultant, agent, principal, partner,
        stockholder, or in any other capacity, in any business which is
        competitive with the Company, or in any activities which detract from
        his duties hereunder.

3.      Term of the Agreement. Unless terminated earlier pursuant to the terms
        hereof, the term of this Agreement shall be five (5) years, beginning on
        January 1, 1997 and terminating on December 31, 2002. This Agreement
        shall automatically be extended for successive one (1) year periods
        beginning on the respective anniversary dates hereof, unless either
        party gives at least thirty (30) days' written notice of their election
        not to renew this Agreement to the other party. In the event this
        Agreement is renewed, all covenants in this Agreement will remain in
        full force and effect, unless the parties agree to a written
        modification thereto.

4.      Compensation. In consideration for the services to be performed by the
        Employee hereunder, the Employee shall receive an annual salary of
        Seventy-Five Thousand Dollars ($75,000), payable in accordance with the
        Company's established payroll procedures, but not less often than
        monthly. The Board of Directors of the Company shall review the
        Employee's compensation on an annual basis, and shall adjust the
        Employee's compensation based on the Employee's and the Company's
        performance. Additionally, the Company shall pay the Employee a
        quarterly bonus of Six Thousand Two Hundred and Fifty Dollars ($6,250)
        (each, a "Quarterly Bonus"), as follows:

        a.      The Quarterly Bonuses for the fiscal quarters ending on March
                31, 1997 and June 30, 1997 shall be paid regardless of the
                profitability of the Company;

        b.      The Quarterly Bonus for the fiscal quarters ending thereafter
                shall be paid if the Company is profitable during such quarter,
                as that term is defined in subparagraph (d) below.

        c.      Subject to subparagraph (d) hereof, the Quarterly Bonuses shall
                be calculated quarterly, based on the Company's profitability
                for the fiscal quarter most immediately completed, with payment
                made within forty-five (45) days following the end of such
                fiscal quarter.

        d.      For purposes of this Agreement, the term "profitable" or
                "profitability" shall mean that the Company has generated annual
                net profits before taxes, as shown in the audited annual
                financial statement prepared by the Company's independent
                accountants. Since the Quarterly Bonuses payable hereunder are
                to be paid quarterly, and the Company's annual profitability
                will not be determined until after the completion of the fiscal
                year, then Quarterly Bonuses shall be paid based on the
                Company's profitability for the quarter, as determined from its
                internally generated financial statements, and shall be subject
                to adjustment based on the Company's profitability for the year.
                Accordingly, if Quarterly Bonuses were not paid in any quarter
                and the Company is found to be 




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                      CAMERA PLATFORMS INTERNATIONAL, INC.



                profitable for the year, then the Company shall promptly remit
                the unpaid Quarterly Bonus(es) to the Employee. If, on the other
                hand, Quarterly Bonuses were paid during the year and the
                Company is determined not to have been profitable for the year,
                then the Quarterly Bonuses erroneously paid shall be applied
                towards any Quarterly Bonuses next to be earned in the
                subsequent year(s).

5.      Additional Bonuses. In addition to the Quarterly Bonuses, the Employee
        shall be entitled to receive such additional bonuses as the Board of
        Directors shall award from time to time, based on the profitability of
        the Company.

6.      Benefits. The Employee shall be entitled to receive such benefits as the
        Company may provide for its employees from time to time, including
        medical and dental insurance (for the Employee, his wife, and his minor
        dependents), paid vacation, sick pay and holiday pay, plus the following
        additional benefits:

        a.      Automobile. The Company shall provide the Employee with a car
                allowance of $500 per month (to cover all automobile related
                expenses, including lease payments, insurance, repairs, gas,
                etc.); and

        b.      Disability. Company shall maintain for the benefit of Employee a
                policy or policies of disability insurance providing both (i)
                long-term (over one-year) disability benefits at two-thirds (66
                2/3%) of Employee's then current compensation; and (ii)
                short-term (under one-year) benefits at one hundred (100%)
                percent of Employee's then current compensation.

7.      Reimbursement of Business Expenses. During the term of this Agreement,
        the Company shall reimburse the Employee for all authorized ordinary and
        necessary business expenses incurred by him in connection with the
        Company's business, provided that prior authorization of the board of
        directors shall be required for any single expenditure of $100 or more.

8.      Warrants. As additional compensation for entering into this transaction,
        the Company shall grant to the Employee a warrant giving the Employee
        the right to purchase Seven Hundred Thousand (700,000) shares of the
        Common Stock of the Company. The warrant shall contain customary
        anti-dilution protections. The warrant shall vest at the rate of One
        Hundred Thousand Shares per year of service under this Agreement, and
        shall remain exercisable for a period of three (3) years from vesting,
        subject to the terms and conditions of this Agreement. If the Company
        should at anytime register its common stock, then the Employee shall
        have piggyback registration rights, exercisable within thirty (30) days
        of notice. The Employee shall be entitled to customary indemnification
        in any registration. The exercise price of the warrant shall be $.125
        per share, the price at which said shares are currently trading.



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                      CAMERA PLATFORMS INTERNATIONAL, INC.



9.      Termination. The Company shall have the right (but not the obligation)
        to terminate this Agreement at any time during the term hereof by
        written notice for the following causes:

        a.      Conduct which is detrimental to the Company's reputation,
                goodwill or business operations;

        b.      The Employee's death or disability, or such other condition as
                shall prevent the Employee from the performance of his duties
                hereunder for a period in excess of three months;

        c.      Upon 20 days notice and a right to cure, if cure is possible,
                for gross neglect or breach of the Employee's duties or
                misconduct in discharging such duties, and without notice and a
                right to cure for habitual neglect or breach of the Employee's
                duties or misconduct in discharging such duties;

        d.      Upon 20 days notice and a right to cure, if cure is possible,
                for Employee's failure or refusal to comply with the directions
                of the Board of Directors, and without notice and a right to
                cure for habitual failure or refusal to comply with the
                directions of the Board of Directors.

        Upon any termination for cause, payment of all unearned compensation
shall cease immediately, and any unvested warrants shall terminate immediately.

10.     Board of Directors. The Company shall recommend and support the election
        or appointment of the Employee to the Company's Board of Directors as
        soon as possible, but in no event later than the next election of
        directors.

11.     Indemnification. The Company shall save and hold harmless the Employee
        from and against any claim of liability or loss (including reasonable
        attorney's fees) arising as a result of the Employee's activities in the
        course of his services hereunder to the fullest extent permitted by law.

12.     Confidentiality. The Employee shall, at no time, either during his
        employment or following the termination of his employment for any
        reason, use or disclose to any person, directly or indirectly, any
        business secret, customer list or other confidential information
        concerning the business or policies of the Company, except to the extent
        that such use or disclosure is (i) necessary to the performance of the
        Employee's duties hereunder; (ii) required by applicable law; (iii)
        authorized by the Company; or (iv) lawfully obtainable from other
        sources. Upon the 



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                      CAMERA PLATFORMS INTERNATIONAL, INC.




        termination of his employment, the Employee shall return to the Company
        all memoranda, notes and other documents in his possession that relate
        to the business secrets, customer lists and other confidential
        information of the Company.

13.     Integration. This Agreement is the entire agreement between the parties
        hereto with respect to the subject matter hereof and supersedes all
        prior agreements between the parties with respect to the matters
        expressly contained herein. Any waiver or modification of any provision
        of this Agreement shall only be effective if in writing and duly
        executed by all parties hereto.

14.     Counterparts. This Agreement may be executed in any number of
        counterparts, each of which shall be deemed an original, but all of
        which when taken together shall constitute one and the same agreement.

15.     Notices. Any communication, notice or demand a party may be required or
        may desire to give hereunder shall be in writing and delivered by
        personal service, telecopied (with oral confirmation of receipt from the
        office of the addressee), or registered or certified mail, postage
        prepaid, return receipt requested, addressed as follows:

If to the Company:

        Camera Platforms International, Inc.
        10909 Vanowen Street
        North Hollywood, California  91605
        Fax (818) 623-1710

With a copy to:

        Kenneth J. Schelberg, Esq.
        Fleischman & Schelberg
        1900 Avenue of the Stars, #2410
        Los Angeles, California 90067
        Fax (310) 552-0834




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                      CAMERA PLATFORMS INTERNATIONAL, INC.



If to the Employee:

        Roy Atlas
        1420 N. Alta Vista Blvd., #310
        Los Angeles, California  90046
        Fax (213) 876-7917

        Any party may change its address or fax number for notice by written
notice given to the other in the manner provided in this section. Any such
communication, notice or demand shall be deemed to have been duly given or
served on the date personally served or telecopied, if by personal service or
telecopier, and on the date shown on the return receipt or other evidence of
delivery, if mailed.

16.     Further Assurances. The parties agree to execute such instructions and
        such other instruments and agree to do such further acts as may be
        reasonably necessary to carry out the provisions of this Agreement.

17.     No Assignment. This Agreement is a personal services contract and may
        not be assigned by either party.

18.     Governing Law. This Agreement shall be governed by, and construed in
        accordance with, the laws of the State of California.

19.     Arbitration. All controversies, claims or disputes between the Employee
        and the Company or any of its officers, directors or shareholders,
        including without limitation, contract, tort or other controversies,
        claims or disputes, shall be arbitrated in accordance with the
        California Employment Dispute Resolution rules of the American
        Arbitration Association. All arbitration proceedings shall be held in
        Los Angeles, California. The award of the arbitrators in any arbitration
        proceeding shall be final and may be enforced in any court of competent
        jurisdiction. The unsuccessful party to such arbitration proceeding
        shall pay to the successful party all costs and expenses, including
        without limitation, reasonable attorneys fees, incurred therein by the
        successful party, all of which shall be included in and as part of the
        award or judgment rendered in such proceeding.

20.     Severability. If any provision or portion of this Agreement shall be or
        become illegal, invalid or unenforceable in whole or in part, for any
        reason, such provision shall be ineffective only to the extent of such
        illegality or invalidity without invalidating the remainder of such
        provision or 


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                      CAMERA PLATFORMS INTERNATIONAL, INC.



        the remaining provisions of this Agreement.

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

                                       "COMPANY"
                                       CAMERA PLATFORMS
                                       INTERNATIONAL, INC.


                                      By:  [WILLIAM O. FLEISCHMAN]
                                         -----------------------------------
                                            William O. Fleischman,
                                            Its: Chairman

                                      "EMPLOYEE"

                                      By:   [ROY ATLAS]
                                         ------------------------------------ 
                                             Roy Atlas



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