Exhibit 10.2

                              EMPLOYMENT AGREEMENT

This  Employment  Agreement (the  "Agreement") is entered into on August 1, 1999
between MerchantOnline.com, Inc a Florida Corporation (the "Company"), and James
Terhune

1.       AGREEMENT TO EMPLOY AND ACCEPTANCE. The Company hereby agrees to employ
         the Employee,  and the Employee  hereby accepts said employment for the
         terms and on the terms and conditions set forth in this Agreement.

Duties and  Responsibilities.  During the terms of this Agreement,  the Employee
shall  serve as Vice  President,  IT/Development-West  Coast  Operations  of the
Company.  In the  performance of his  responsibilities  hereunder,  the Employee
shall report directly to the Chief Operating Officer--Technical and Development,
West Coast  Operations  of the Company and shall be subject to the  policies and
direction of the Board of Directors.

During  the  term of this  Agreement,  Employee's  service  hereunder  shall  be
exclusive  to the  Company,  provided  that he may  continue  to  operate  Right
Connection and  associated  businesses so long as they do not interfere with his
duties with the  Company.  The duties of the  Employee  shall be performed at an
office of the  Company in San Diego or at such other  place  within the State of
California  as shall be  agreeable  to the  Employee.  In the event the  Company
relocates,  moves, or for any reason, is transferred,  the Employee may elect to
leave the  Company,  and the  Company  will buy out the  contract as provided in
paragraph 4.3 herein.

2.       COMPENSATION, BENEFITS AND EXPENSES.

2.1      SALARY.  During the term of this Agreement,  the Employee shall receive
         from the  Company a salary  (the  "Salary")  at the rate of $75,000 per
         year The  salary  will be  reviewed  periodically  (but  not less  than
         annually) by the Board of Directors and may be adjusted based on, among
         other  things,   performance  and  market   conditions  for  comparable
         positions and comparable companies.  Further if at any time the Company
         hires  another   employee  or  acquires  a  company  with  an  employee
         performing  substantially similar services to the Employee,  the Salary
         will be promptly increased to match the salary of such person.

Employee's annual salary will be payable in bi-weekly payments.

2.2      BONUS. During the term of this Agreement, the Employee shall receive an
         annual  bonus from the  Company of each year,  in such amount as shall,
         from  time to time,  be  determined  by the Board of  Directors  of the
         Company,  in its  good  faith  discretion,  but no  less  than  that of
         comparable employees.

2.3      STOCK  OPTIONS.  Employee shall receive  options to purchase  shares of
         Common Stock of the Company at various terms and conditions  determined
         by the Board of Directors of the Company from time to time, which shall
         be identical to comparable  employees,  whether  existing or from a new
         acquisition. Any and all options that were received from the Company by
         the  Employee  during  his  employment  with the  Company  shall not be
         subject to reverse stock splits.

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2.4      REGISTRATION RIGHTS.  Company shall agree to register any and all stock
         options on a pro-rata basis with other option holders  currently  being
         registered at any time the Company files a Registration  Statement.  In
         addition,  Company hereby agrees to register at least 25% of Employee's
         options  within  two (2)  years and 25% per year  thereafter  until all
         underlying   shares  have  been   registered.   In  the  absence  of  a
         Registration  Statement,  Company  agrees  to file an S-8  Registration
         Statement,  if necessary.

2.5      BENEFITS.  The Company shall continue to make available to the Employee
         such benefits as are in accordance with the normal benefit practices of
         the Company.  This will include,  but not limited to, major medical and
         dental insurance for Employee and family. Employee's benefits shall not
         be reduced during the term oh his employment.

2.6      VACATION.  During the term of this Employment  Agreement,  the Employee
         shall be  entitled to four (4) week's  paid  annual  vacation  per year
         during the term of this  contract.  Any  vacation  not used during each
         year will be paid to the Employee at the end of each year.

2.7      EXPENSES.  The Company  shall pay or  reimburse  the  Employee  for all
         reasonable  expenses which are actually  incurred or paid by him in the
         performance of his service hereunder.

2.7.1    MEMBERSHIPS.   Company   shall  pay  for   Employee   all   appropriate
         professional and associate membership dues necessary or appropriate for
         fulfillment of Employee 's'  responsibilities  under this Agreement and
         agree to provide an annual  allowance of not in excess of $2,000.00 for
         payment of social club memberships.

2.7.2    PROFESSIONAL   SEMINARS.   Company   shall  afford   Employee  with  12
         compensated  days  annually for the purpose of  attending  professional
         seminars  necessary to enable Employee to obtain and maintain  licenses
         and  certification  related  to his  employment.  Company  will pay all
         reasonable  travel,  food and lodging costs  associated  with attending
         such seminars.

3.       TERM AND TERMINATION.

3.1      TERM.  The Terms of this  Agreement  shall commence on the date of this
         Agreement and shall  continue  until the fifth  anniversary of the date
         hereof (the  "five-year  Term"),  unless sooner  terminated as provided
         herein.

3.2      DISABILITY.  In the event the Employee  becomes  disabled  (which shall
         mean that the  Employee  is unable,  because of  permanent  physical or
         mental  disability,   to  perform  her  services  or  similar  services
         hereunder), Employee's employment under this Agreement shall terminate.
         In  that  event,  the  Company  shall  pay  to  Employee  a  reasonable
         disability  benefit of fifty  (50%)  percent of his base salary for the
         balance of the five-year  term or 18 months,  whichever is greater,  in
         addition to any state disability benefits.

3.2.1    INSURANCE.  The  Employee  agrees  to  allow  the  Company  to  provide
         "Key-Man"  Life  Insurance.  The Insurance will be at least One Million
         Dollars  ($1,000,000) with at least One Million Dollars ($1,000,000) of

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         Universal Life or equivalent type, and will be paid by the company. The
         Company will be the beneficiary of said policy,  but the cash surrender
         value  accumulated,  if any, will belong to the Employee.  Employee may
         have the policy transferred to him upon termination of this Agreement.

3.3      TERMINATION BY THE COMPANY  WITHOUT  CAUSE.  The Company shall have the
         right to terminate the Employee's employment without "cause" under this
         agreement,  without prior written notice to the Employee.  In the event
         the Company  terminates the Employee's  employment under this Agreement
         without cause, or if the Company is acquired and Employee's  employment
         is terminated,the  Employee shall be entitled to receive the greater of
         (i) three (3) times the annual  Salary then  payable to the Employee or
         (ii) the Salary for the balance of the five-year Term, and benefits for
         the lesser of one year or the balance of the Term. For purposes of this
         Section 3.3 and  Sections  3.4, 3.5 and 3.6 below,  "cause"  shall mean
         only a material breach of Employee's  obligations  under this Agreement
         which breach is not cured within thirty (30) days after written  notice
         thereof is given to the Employee.

3.4      TERMINATION BY THE COMPANY WITH CAUSE. The Company shall have the right
         to  terminate  the  Employee's  employment  under  this  Agreement  for
         "cause". If the Company terminates the Employee's employment under this
         Agreement  with cause,  the  Employee  shall be entitled to receive the
         full  salary  then  payable  to  the  Employee   through  the  date  of
         termination.

3.5      TERMINATION  BY EMPLOYEE  WITHOUT  CAUSE.  The Employee  shall have the
         right to terminate his employment under this Agreement,  without cause,
         effective  thirty days from the date written  notice of  termination is
         given by the Employee to the Company; provided, however, if the Company
         so  requests,  the  Employee  shall  continue in her  position for such
         period of time as the Company  shall request (up to a maximum of ninety
         days) to allow the Company reasonable time to replace the Employee.  In
         such event of termination by Employee,  Employee shall receive his full
         Salary to the date of termination or until said continuance.

3.6      TERMINATION  BY EMPLOYEE WITH CAUSE.  The Employee shall have the right
         to terminate his  employment  under this  Agreement,  by written notice
         thereof to the Company, at any time after the occurrence of a breach of
         this Agreement by the Company or any of its  subsidiaries  which is not
         cured within  thirty (30) days after notice  thereof by the Employee to
         the Company.  The Employee shall be required to mitigate damages or the
         amount of any payment provided for in this section.  By terminating the
         Agreement, Employee shall not be deemed to waive any rights it may have
         for claims against Employer.

4.       COVENANT NOT TO COMPETE. During the term of this Agreement, and for two
         (2) years after its termination,  Employee  promises and agrees that he
         shall not enter into any employment or business  relationship  (whether
         as a principal, agent, partner, employee,  investor, owner, consultant,
         board member or otherwise) with any company,  business  organization or
         individual  that is  engaged in the same or  similar  business  as that
         conducted by the Company or with any other  business that competes with
         the Company.  This Section 10 is effective regardless of the reason for
         the  termination  of  the  Agreement  and  regardless  of  whether  the
         Agreement  is  terminated  by the  Employee,  the Company or by its own
         terms. This restrictive covenant may be assigned to and enforced by any
         of  the  Company's   assignees  or  successors.   This  covenant  shall
         automatically  terminate upon a termination pursuant to Sections 3.3 or
         3.6.

5.       AGREEMENT NOT TO USE OR DISCLOSE TRADE SECRETS. During the term of this
         Agreement and a period of two (2) years  thereafter,  Employee promises
         and agrees  that he shall not  disclose  or utilize  any trade  secrets
         acquired  during  the  course of service  with the  Company  and/or its
         related business entities. As used herein, "trade secret" refers to the
         whole  or any  portion  or  phase  of  any  formula,  pattern,  device,
         combination of devices, or compilation of information which is for use,
         or is used,  in the  operation  of the  Company's  business  and  which
         provides  the  Company an  advantage,  or an  opportunity  to obtain an
         advantage,  over those who do not know or use it.  "Trade  secret" also
         includes  any  scientific,   technical,   or  commercial   information,
         including any design, list of suppliers,  list of customers, as well as
         pricing  information  or  methodology,  contractual  arrangements  with
         vendors or suppliers,  business  development  plans or  activities,  or
         Company financial  information.  This Section 5 is effective regardless
         of the reason for the  termination  of the Agreement and  regardless of
         whether the Agreement is terminated by the Employee,  the Company or by
         its  own  terms.  This  restrictive  covenant  may be  assigned  to and
         enforced by any of the Company's assignees or successors.

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6.       AGREEMENT  NOT  TO  USE  OR  DISCLOSE   CONFIDENTIAL   OR   PROPRIETARY
         INFORMATION.  During the term of this Agreement and a period of two (2)
         years  thereafter,  Employee  promises  and  agrees  that he shall  not
         disclose  or  utilize  any  confidential  or  proprietary   information
         acquired  during  the  course of service  with the  Company  and/or its
         related business entities, Employee shall not divulge, communicate, use
         to the  detriment of the Company or for the benefit of any other person
         or  persons,  or misuse in any way,  any  confidential  or  proprietary
         information pertaining to the business of the Company. Any confidential
         or  proprietary  information  or  data  now or  hereafter  acquired  by
         Employee  with  respect to the  business  of the Company  (which  shall
         include,  but not be limited to,  information  concerning the Company's
         financial  condition,  prospects,  technology,   customers,  suppliers,
         methods of doing  business and promotion of the Company's  products and
         services)  shall be deemed a valuable,  special and unique asset of the
         Company that is received by Employee in confidence  and as a fiduciary.
         For  purposes  of  this   Agreement   "confidential   and   proprietary
         information"  means information  disclosed to Employee as a consequence
         of or through  his  employment  by the Company  (including  information
         conceived, originated, discovered or developed by Employee) prior to or
         after the date hereof and not generally  known or in the public domain,
         about  the  Company  or  its  business.  This  Section  6 is  effective
         regardless  of the  reason for the  termination  of the  Agreement  and
         regardless of whether the Agreement is terminated by the Employee,  the
         Company or by its own terms. This restrictive  covenant may be assigned
         to and enforced by any of the Company's assignees or successors.

7.       AGREEMENT NOT TO HIRE COMPANY EMPLOYEES.  If Employee leaves the employ
         of the Company or  terminates  this  Agreement,  Employee  promises and
         agrees that,  during the two (2) years following his departure from the
         Company,  Employee shall not, without the express written permission of
         the Company,  directly or indirectly employ as a consultant or employee
         any person who is employed as a  consultant  or employee of the Company
         at the  time  of  Employee's  termination,  or any  person  who  was an
         employee or consultant of the Company  during the six months  preceding
         Employee's  termination.  This Section 7 is effective regardless of the
         reason for the  termination  of the Agreement and regardless of whether
         the Agreement is terminated by the Employee,  the Company or by its own
         terms. This restrictive covenant may be assigned to and enforced by any
         of  the  Company's   assignees  or  successors.   This  covenant  shall
         automatically  terminate upon a termination pursuant to Sections 3.3 or
         3.6.

8.       INJUNCTIVE  RELIEF.  In  recognition  of  the  unique  services  to  be
         performed  by  Employee  and the  possibility  that  any  violation  by
         Employee  of  Section  4,  Section  5,  Section  6or  Section 7 of this
         Agreement may cause  irreparable or  indeterminate  damage or injury to
         Company,  Employee  expressly  stipulates  and agrees  that the Company
         shall be entitled,  upon five (5) days written  NOTICE to Employee,  to
         obtain  an  injunction   from  any  court  of  competent   jurisdiction
         restraining  any violation or threatened  violation of this  Agreement.
         Such  right  to an  injunction  shall  be in  addition  to,  and not in
         limitation  of, any other  rights or remedies  the Company may have for
         damages.

9.       JUDICIAL   MODIFICATION   OF   AGREEMENT.   The  Company  and  Employee
         specifically  agree  that a  court  of  competent  jurisdiction  (or an
         arbitrator,  as appropriate)  may modify or amend Section 4, Section 5,
         Section 6or Section 7 of this  Agreement  if  absolutely  necessary  to
         conform with  relevant law or binding  judicial  decisions in effect at
         the time the Company seeks to enforce any or all of said provisions.

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10.      NOTICES. Any notice or other communication  required or permitted to be
         given  hereunder  shall be in  writing  and shall be given by  personal
         delivery  or  by  certified  mail,  return  receipt  requested,  or  by
         overnight delivery to the parties at the following addresses:

          Employee:        Jim Terhune
                           8690 Aero Drive, Suite 312
                           San Diego, California 92123

          Company:         MerchantOnline.com, Inc
                           Att: Tarek Kirschen CEO
                           1600 S. Dixie Hwy
                           Suite #300
                           Boca Raton, FL 33432


Notices  shall be deemed  given on the date of  personal  delivery,  on the next
business day after delivery to the overnight delivery company and three business
days after the date of mailing, as the case may be.

11.      INTEGRATION;  AMENDMENT.  This Agreement and the documents  referred to
         herein set forth in full the terms of agreement between the parties and
         are intended as the full, complete and exclusive  Agreement  supersedes
         all   prior   discussions,   promises,   representations,   warranties,
         agreements and understandings  between the parties.  This Agreement may
         not be  modified or amended,  nor may any rights  hereunder  be waived,
         except in a writing signed by the party against whom enforcement of the
         modification, amendment or waiver is sought.

12.      WAIVERS.  Any waiver of any breach of this  Agreement  in a  particular
         instance  shall not operate as a waiver of  subsequent  breaches of the
         same or of a  different  kind.  Any  party's  exercise  or  failure  to
         exercise any rights under this Agreement in a particular instance shall
         not  operate as a waiver of the party's  right to exercise  the same or
         different rights in subsequent instances.

13.      SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and shall
         inure to the benefit of the parties hereto and their respective  heirs,
         personal representatives,  successors and assigns;  provided,  however,
         that neither party may assign or transfer any rights hereunder  without
         the prior written consent of the other party.

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14.      NO THIRD PARTY BENEFICIARIES. This Agreement does not create, and shall
         not be construed as creating,  any rights enforceable by any person not
         a party to this Agreement.

15.      SEPARABILITY.  If any provision of this Agreement is held by a court of
         competent  jurisdiction to be invalid,  illegal or  unenforceable,  the
         remaining  provisions of this Agreement  shall  nevertheless  remain in
         full force and effect.

16.      HEADINGS. The headings in this Agreement are solely for convenience and
         shall be given no effect in the construction for interpretation of this
         Agreement.

17.      Further  Assurances.  The parties  agree to  cooperate  fully with each
         other and take all further actions and execute all further documents as
         may from time to time be reasonably necessary to carry out the purposes
         of this Agreement.

18.      COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
         counterparts,   which  together  shall  constitute  one  and  the  same
         agreement.  A facsimile  copy and  signature  shall be  acceptable  and
         binding   between   the   parties  and  shall  be  deemed  an  original
         counterpart.

19.      GOVERNING  LAW.  This  Agreement is being  entered  into,  and shall be
         governed by, the internal  laws (and not the conflict of laws rules) of
         the State of California.

IN WITNESS WHEREOF,  this Agreement has been executed by the parties on the date
first above written.


Employee:


/s/ JIM TERHUNE
------------------------------
    Jim Terhune

Company:



By: /s/ TAREK KIRSCHEN
------------------------------
        Tarek Kirschen

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