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                              EMPLOYMENT AGREEMENT


AGREEMENT, entered into as of the 1st day of September, 1999 by and between
Premier Classic Art, Inc. a Delaware corporation, having its principal office at
1158 Staffler Rd. Bridgewater, NJ 08807 and (hereinafter referred to as the
"Corporation"), and Charles F. Trapp residing at 1158 Staffler Rd., Bridgewater,
NJ 08807 (hereinafter referred to as the "Employee").

         WHEREAS, the Corporation desires to employ the Employee and the
Employee desires to be employed by the Corporation upon the terms and subject to
the conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual coverants herein
contained, And for other good and valuable consideration, it is agreed as
follows:

            1. (a) This Corporation hereby employs the Employee as its President
and Chief Financial Officer. The employee shall perform the duties and have the
responsibilities normally associated with such offices.

               (b) The Employee agrees to devote substantially all of his time
during normal business hours to the Corporation's business and at other times as
are reasonably necessary. The Employee agrees to use his best efforts while
performing the aforesaid duties and such other executive duties consistent with
the office of president as shall from time to time be assigned to him by the
Board of Directors of the Corporation. During the term of his employment
hereunder, the Employee shall not perform any services for any other company,
which services conflict with his obligation

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under the next preceding sentence of this paragraph 1(b). Nothing in this
Agreement shall preclude the Employee from devoting reasonable periods required
for:

                   (i) serving as a director or member of a committee of any
organization involving no conflict of interest with the interest of the
Corporation;

                   (ii) delivering lectures, fulfilling speaking engagements,
teaching at educational institutions;

                   (iii) engaging in charitable and community activities; and

                   (iv) managing his personal investments, provided that such
activities do not materially interfere with the regular performance of his
duties and responsibilities under this agreement.


            2. (a) The Corporation shall pay to the Employee, commencing
September 2, 1999 a gross salary (before deduction for income taxes, social
security, unemployment benefits, and other deductions required by law ("Base
Salary") at the rate of Sixty Thousand Dollars ($60,000) per annum for the year
ending August 31, 2000. Base Salary shall be payable no less often than monthly
in accordance with corporate policy.

               (b) During the Term of Employment, the Executive shall be paid a
10% bonus annually by the Company after completion of the annual audit of the


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Company's financial statements by the independent accountants. The Bonus shall
be based upon the net income of the Company, determined in accordance with
Generally Accepted Accounting Principles, before charges for officers' bonus and
income taxes (EBOBAT).

               (c) The Corporation will reimburse the Employee for his necessary
and reasonable out-of-pocket expenses incurred in the course of his employment
and in connection with his duties hereunder, upon presentation to the
Corporation of satisfactory evidence of such expenses.

               (d) The Corporation will provide the Employee, his dependents and
beneficiaries, with all payments and benefits to which officers of the
Corporation, their dependents and beneficiaries, are entitled as the result of
the employment of such officers during the period of employment under the terms
of all employee plans.

               (e) Medical, dental, health and welfare plans, stock option
plans, stock purchase plans and other deferred compensation plans.

               (f) During the term of employment the Company shall pay premiums
on behalf of the Employee up to $3,000 per year for life insurance policies
under which the ownership and beneficiaries are to be designed by the Employee.

               (g) During the term of employment the Company shall lease for the
Employee an automobile of the Employee's choice with a cost of up to $35,000 or
in the alternate, the employee may elect to receive a monthly payment consistent
with

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the Internal Revenue Service lease schedule for a vehicle of equivalent value.
Employee shall be subject to taxation for personal use of the automobile in
accordance with the Internal Revenue Code and the Internal Service regulations
thereunder.

               (h) Employee will be entitled to all holidays, vacation, sick
leave, and similar benefits provided to the Corporation's other senior
executives.

               (i) In the event that there is a material change in the duties
and responsibilities, or location of employment of the Employee from that
existing on the date of this Employment Agreement, Employee shall have the
option to terminate this Employment Agreement by resigning after which he shall
be entitled to receive during the balance of the term monthly payments in the
amount equal to one-twelfth (1/12) of the then Base Salary.

            3. The term of the Employees employment hereunder (hereinafter
referred to as the "Term") shall commence on the date hereof and terminate
August 31, 2002.

            4. This Employment Agreement and the employment of the Employee
hereunder shall terminate:

               (a) As of the close of business on the last day of the month in
which occurred the death of the employee. Accordingly, the legal representative
of the deceased Employee shall be entitled to the compensation for the month in
which death


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shall have occurred plus the amount of bonus that would be due the Employee from
the current year and any unpaid bonus from the prior year. Such Salary and Bonus
shall be paid within 30 days of the end of the month;

               (b) At the option of the Corporation, upon written notice to the
Employee, in the event the Employee engages in conduct constituting Cause. For
the Purpose of any provision of this Agreement, the termination of the
Employee's employment shall be deemed to have been for Cause only if the
Employee is guilty of willful misconduct or if the Employee is convicted of
willful criminal conduct (or pleads guilty to such a crime) which is materially
injurious to the Corporation. If Termination is for Cause, Employee shall be
paid the balance if his monthly Base Salary;

               (c) If Termination is due to nonperformance by the Corporation
for any reason, or is due to the liquidation, dissolution, consolidation or
merger of the Corporation or transfer of all or a significant portion of its
assets unless the successor to which all or a significant portion of its assets
have been transferred shall have assumed all duties and obligations of the
Corporation under this Employment agreement then the employee shall receive a
consulting fee equal to $100,000 per year for two years following the Employee's
Termination, and shall be payable in equal quarter-annual installments of
$25,000 each.

This Employment Agreement constitutes the entire agreement and understanding
between the Corporation and the Employee relating to the latter's employment,
shall be governed by and construed in accordance with the laws of the State of
New Jersey and may not be changed, terminated or discharged orally.


James  Cheatham
President and Director



                                Charles F. Trapp