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                                                                  Exhibit 10.16


                        Employment Agreement, dated as of August 19, 1998 (the
                  "Effective Date"), by and between Total Network Solutions,
                  Inc., a New York corporation (the "Employer"), and Rami
                  Musallam, an individual (the "Employee").

      In consideration of the agreements, provisions and covenants herein
contained, Employer and Employee hereby agree as follows:

      1.    EMPLOYMENT AND TITLE

      The Employer engages and employs the Employee, and the Employee hereby
accepts engagement and employment, as President and Chief Executive Officer of
the Employer. The Employee shall devote his full professional time and efforts
to the proper discharge of his duties and responsibilities under this Agreement.

      2.    TERM

      The Employee's employment hereunder shall, unless earlier terminated in
accordance with Section 9, be for a term of three years commencing on the
Effective Date and continuing through the third anniversary of such date (the
"Term").

      3.    COMPENSATION

      (a) As compensation for the performance of his duties on behalf of the
Employer, the Employee shall be compensated during the Term as follows:

         (i) the Employee shall be paid a base salary of not less than $110,000
   per annum, subject to increase at the discretion of the Compensation
   Committee (the "Compensation Committee") of the Board of Directors of
   Employer (the "Board"); and

         (ii) A nondiscretionary bonus of not less than $120,000. In addition,
   the Employee shall be eligible to be considered for a discretionary bonus as
   determined by the Compensation Committee.

      The Compensation Committee shall meet with the Employee as necessary to
establish such goals and performance standards as such Committee determines are
to be taken into account in determining the Employee's discretionary bonus
awards provided for above.

      The Employer shall withhold all applicable federal, state and local taxes,
social security and workers' compensation contributions and such other amounts
as may be required by law or agreed upon by the parties with respect to the
compensation payable to the Employee pursuant to this section 3(a) or otherwise
in connection with his employment by the Employer.

      (b) The Employee will be considered annually by the Compensation Committee
for an award of stock options pursuant to the Employer's 1998 Stock Option/Stock
Issuance Plan or any successor plans or programs of the Employer.


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      (c) The Employer shall reimburse the Employee for all normal, usual and
necessary expenses incurred by the Employee in furtherance of the business and
affairs of the Employer, including reasonable travel and entertainment, against
receipt by the Employer of appropriate vouchers or other evidence of the
Employee's expenditures and otherwise in accordance with such expense
reimbursement policy as may from time to time be adopted by the Board.

      (d) The Employee shall be entitled, during the Term, to not less than
three weeks per year of paid vacation time. The days selected for the Employee's
vacation must be mutually agreeable to the Employer and the Employee.

      (e) During the Term, the Employee shall be entitled to participate in any
group insurance, hospitalization, medical, dental, health and accident,
disability or similar plan or program of Employer now existing or established
hereafter to the extent that he is eligible under the general provisions thereof
and in any other benefit programs made available to executive officers of the
Employer generally.

      (f) The Employee shall continue to be entitled to receive his salary and
benefits hereunder for any period during which he is unable to perform his
duties hereunder because of ill health or Disability (as defined below). Subject
to paragraphs (d) through (f) of Section 9 below, the Employee must be an
employee of the Employer at the time that any compensation is due in order to
receive such compensation.

      4.    REPRESENTATIONS AND WARRANTIES BY THE EMPLOYEE AND EMPLOYER
            -----------------------------------------------------------

      The Employee hereby represents and warrants to the Employer as follows:

      (a) Neither the execution and delivery of this Agreement nor the
performance by the Employee of his duties and other obligations hereunder
violate or will violate any statute, law, determination or award, or conflict
with or constitute a default under (whether immediately, upon the giving of
notice or lapse of time or both) any prior employment agreement, contract, or
other instrument to which the Employee is a party or by which he is bound.

      (b) The Employee has the full right, power and legal capacity to execute
and deliver this Agreement and to perform his duties and other obligations
hereunder. This Agreement constitutes the legal, valid and binding obligation of
the Employee enforceable against him in accordance with its terms.

      The Employer hereby represents and warrants to the Employee as follows:

      (a) The Employer is a corporation duly organized, validly existing and in
good standing under the laws of the State of New York, with all requisite
corporate power and authority to own its properties and conduct its business in
the manner presently contemplated.


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      (b) The Employer has full power and authority to enter into this Agreement
and to incur and perform its obligations hereunder. This Agreement constitutes
the legal, valid and binding obligation of the Employer enforceable against the
Employer in accordance with its terms.

      (c) The execution, delivery and performance by the Employer of this
Agreement does not conflict with or result in a breach or violation of or
constitute a default under (whether immediately, upon the giving of notice or
lapse of time or both) the certificate of incorporation or by-laws of the
Employer, or any agreement or instrument to which the Employer is a party or by
which the Employer or any of its properties may be bound or affected.

      5.    NON-COMPETITION

      (a) The Employee understands and recognizes that his services to the
Employer are special and unique and agrees that, during the Term and for a
period of one year from the date of termination of his employment hereunder, he
shall not in any manner, directly or indirectly, on behalf of himself or any
person, firm, partnership, joint venture, corporation or other business entity
("Person"), enter into or engage in any business directly competitive with the
Employer's business of providing consulting services relating to the design and
implementation of computer networks, either as an individual for his own
account, or as a partner, joint venturer, employee, agent, consultant,
salesperson, officer, director or shareholder of a Person operating or intending
to operate within the area in which the Employer is, at the date of termination,
conducting its business (collectively, "Restricted Businesses"); provided,
however, that nothing herein will preclude the Employee from holding one percent
(1%) or less of the stock of any publicly traded company. This paragraph 5(a)
shall be null and void in the event the Employer fails to make any payment due
to the Employee pursuant to Section 9(d), 9(e) or 9(f) within five business days
after notice of such failure by the Employee to the Employer.

      (b) During the Term and for one year thereafter, the Employee shall not,
directly or indirectly, without the prior written consent of the Employer (i)
interfere with, disrupt or attempt to disrupt (through solicitation or
otherwise) any past, present or prospective relationship, contractual or
otherwise, between the Employer and any of its licensors, licensees, clients,
customers, suppliers, employees or others, or solicit or induce for hire any of
the employees, agents, consultants or advisors of the Employer or any employee
who has left the employment of the Employer within one year of the termination
of said employee's employment with the Employer, (ii) solicit or accept
employment or be retained by any party who, at any time during the Term, was a
customer, client or supplier of the Employer or (iii) solicit or accept the
business of any customer or client or supplier of the Employer with respect to
products or services similar to those previously supplied by the Employer to
such customer or client.

      6.    DISCLOSURE AND ASSIGNMENT OF INVENTIONS

      (a) During the Term, the Employee agrees that he will promptly disclose to
the Employer, or any persons designated by the Employer, all improvements,
inventions, designs, ideas, works of authorship, copyrightable works,
discoveries, trademarks, copyrights,


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trade secrets, formulas, processes, structures, product concepts, marketing
plans, strategies, customer lists, information about the Employer's employees
and/or Employees (including, without limitation, job performance of such
employees and/or Employees), techniques, blueprints, sketches, records, notes,
devices, drawings, know-how, data, whether or not patentable, patent
applications, continuation applications, continuation-in-part applications, file
wrapper continuation applications and divisional applications, made or conceived
or reduced to practice or learned by him, either alone or jointly with others,
during the Term (collectively, the "Inventions").

      (b) Employee agrees that all Inventions shall be the sole property of the
Employer to the maximum extent permitted by applicable law and to the extent
permitted by law shall be "works made for hire" as that term is defined in the
United States Copyright Act (17 USCA, Section 101). The Employer shall be the
sole owner of all patents, copyrights, trade secret rights, and other
intellectual property or other rights in connection therewith. Employee hereby
assigns to the Employer all right, title and interest he may have or acquire in
all Inventions. Employee further agrees to assist the Employer in every proper
way (but at the Employer's expense) to obtain and from time to time enforce
patents, copyrights or other rights on said Inventions in any and all countries,
and to that end the Employee will execute all documents necessary to (i) apply
for, obtain and vest in the name of the Employer alone (unless the Employer
otherwise directs) letters patent, copyrights or other analogous protection in
any country throughout the world and when so obtained or vested to renew and
restore the same and (ii) to defend any opposition proceedings in respect of
such applications and any opposition proceedings or petitions or applications
for revocation of such letters patent, copyright or other analogous protection.

      (c) The Employee's obligation to assist the Employer in obtaining and
enforcing patents and copyrights for the Inventions in any and all countries
shall continue beyond the Term, but the Employer agrees to compensate the
Employee at a reasonable rate after the expiration of the Term for time actually
spent by the Employee at the Employer's request on such assistance.

      7.    CONFIDENTIALITY

      The Employee agrees that at any time during or after the Employee's
employment with the Employer, the Employee will not, directly or indirectly,
without the prior written authorization of the Employer, disclose or make
accessible to any person or entity other than the Employer any confidential
information or material of the Employer or its affiliates or any information or
material received during the course of the Employee's employment from third
parties such as the Employer's customers and suppliers (collectively, the
"Material"). The Employee agrees, during the Employee's employment with the
Employer, not to take any such Material or reproductions thereof from the
Employer's or its clients' facilities, except as required in the performance of
the Employee's duties to the Employer. The Employee agrees immediately to return
all such Material and reproductions thereof in the Employee's possession to the
Employer upon request and in any event upon termination of Employee's employment
with the Employer. In the event that the Employee is required as a matter of law
or pursuant to any subpoena or other legal process to disclose any Material, the
Employee shall take all


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reasonable steps to ensure the confidential treatment of such Material and shall
promptly notify the Employer and shall use his or her best efforts to assist the
Employer in obtaining such confidential treatment.

      8.    EQUITABLE RELIEF

      In the event that the Employee breaches any provisions of Section 5, 6 or
7 or there is a threatened breach, then, in addition to any other rights which
the Employer may have, the Employer shall be entitled, without the posting of a
bond or other security, to injunctive relief to enforce the restrictions
contained herein. In the event that an actual proceeding is brought in equity to
enforce the provisions of Section 5, 6 or 7, the Employee shall not urge as a
defense that there is an adequate remedy at law nor shall the Employer be
prevented from seeking any other remedies which may be available.

      9.    TERMINATION

      (a) The Employee's employment hereunder shall begin on the Effective Date
and shall continue for the period set forth in Section 2 hereof unless sooner
terminated upon the first to occur of the following events:

         (i)   The death of the Employee;

         (ii)  The Disability (as defined below) of the Employee;

         (iii) Termination by the Board of Directors of the Employer for just
   cause. Any of the following actions by the Employee shall constitute just
   cause:

                  (A) Material breach by the Employee of Section 5 of this
            Agreement;

                  (B) So long as no Change of Control (as defined below) has
            occurred, material breach by the Employee of any provision of this
            Agreement other than Section 5 which is not cured by the Employee
            within 30 days of written notice thereof from the Employer;

                  (C) negligent or, for one year after a Change of Control,
            grossly negligent performance by the Employee of his duties as
            President and Chief Executive Officer of the Employer, as determined
            in good faith by the Board after notice to the Employee of the
            alleged negligence or gross negligence and an opportunity for the
            Employee to confer with the Board;

                  (D) Any misconduct or omission on the part of the Employee
            intended to cause harm to the Employer; or

                  (E)   The conviction of the Employee of any felony or crime
            involving moral turpitude.


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         (iv) Termination by the Employee for good reason. Any of the following
   actions or omissions by the Employer shall constitute good reason:

                  (A) Material breach by the Employer of any provision of this
            Agreement which is not cured by the Employer within 30 days of
            written notice thereof from the Employee;

                  (B) Any misconduct or omission on the part of the Employer
            intended to cause material harm to the Employee;

                  (C) A determination by the Board to move the headquarters of
            the Employer more than 30 miles from New York City;

                  (D)   Following a Change of Control (as defined below), either

                        (I) The failure of the Employer to provide the Employee
               with a position, authority or duties at least equivalent to
               the most significant position, authority or duties (other than
               those relating to the Board of Directors or any committee
               thereof) held by the Employee during the 120 days ending on
               the date of the Change of Control; or

                        (II) The imposition of extraordinary travel obligations
               on the Employee three times in any six-month period. For such
               purpose, an "extraordinary travel obligation" shall mean any
               requirement by the Employer that the Employee travel outside
               the New York City area for more than ten business days in any
               30-business day period.

      (b) For purposes hereof, a "Change of Control" shall be deemed to have
occurred in the event either

         (i) any person or group acquires beneficial ownership of more than 50%
   of the then outstanding common stock of the Employer; or

         (ii) a merger, consolidation or sale or other disposition of all or
   substantially all of the assets of the Employer (a "Business Combination") is
   consummated unless, following such Business Combination, at least a majority
   of the members of the Board of Directors of the surviving entity or
   transferee were members of the Board of Directors of the Employer at the time
   of the initial action of the Board of Directors providing for such Business
   Combination.

      (c) For purposes hereof, a "Disability" of the Employee shall be deemed to
have occurred in the event (i) the Employee is absent from work or otherwise
substantially unable to assume his normal duties for a period of 30 successive
days or an aggregate of 60 days during any 12-month period because of physical
or mental disability, accident, illness or other cause other than approved
vacation or leave of absence or (ii) the Employee is deemed by a licensed
physician


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designated by the Employer and reasonably acceptable to the Employee to have a
permanent disability such that Employee will be unable to perform his duties
under this agreement (it being understood that the Employer shall have the right
to have the Employee examined by such physician).

      (d) Upon termination by Employer pursuant to either subparagraphs (i),
(ii) or (iii) of paragraph (a) above or by Employee other than pursuant to
subparagraph (iv) of paragraph (a) above, the Employee (or his estate in the
event of termination pursuant to subparagraph (i)), shall be entitled to receive
the Employee's base salary accrued but unpaid as of the date of termination.

      (e) Upon termination by the Employer (other than within one year following
a Change of Control) for any reason other than as set forth in subparagraphs
(i), (ii) or (iii) of paragraph (a) above or by the Employee for any reason set
forth in clause (A), (B) or (C) of subparagraph (iv) of paragraph (a) above,
then the Employer shall continue to pay the Employee, for one year following
such termination, at a per annum rate of $230,000 in accordance with the
Employer's normal payroll practices. Any stock options granted to the Employee
shall become immediately vested in full upon such termination.

      (f) Upon termination by the Employer (other than as set forth in
subparagraph (i), (ii) or (iii) of paragraph (a) above) within one year
following a Change of Control or by the Employee pursuant to clause (D) of
subparagraph (iv) of paragraph (a) above within one year following a Change of
Control, then the Employer shall pay the Employee, as the Employee's sole
damages for such termination, a lump sum payment equal to $230,000. In addition,
any stock options granted to the Employee shall thereupon become immediately
vested.

      (g) It shall be a condition to the Employee's right to receive the
benefits provided for in paragraphs (d) through (f) above that the Employee
shall have delivered to the Employer a general release (excluding Employee's
rights pursuant to this agreement, any benefit plans of the Company explicitly
providing benefits subsequent to termination, rights under COBRA and rights
under stock option or comparable agreements) dated as of the date of termination
of the Employee's employment hereunder.

      10.   NOTICES

      Any notice or other communication under this Agreement shall be in writing
and shall be deemed to have been given: when delivered personally against
receipt therefor; one (1) day after being sent by Federal Express or similar
overnight delivery; or three (3) days after being mailed registered or certified
mail, postage prepaid, return receipt requested, to either party at the address
set forth below, or to such other address as such party shall give by notice
hereunder to the other party.


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      If to Employer:

      Total Network Solutions, Inc.
      545 Fifth Avenue, 14th Floor
      New York, NY 10017
      Att:  Rami Musallam

      If to Employee:

      Rami Musallam
      1109 Willow Avenue, Apt. 510
      Hoboken, New Jersey  07030

      11.    SEVERABILITY OF PROVISIONS

      If any provision of this Agreement shall be declared by a court of
competent jurisdiction to be invalid, illegal or incapable of being enforced in
whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provision shall be deemed
dependent upon any other covenant or provision unless so expressed herein.

      12.    ENTIRE AGREEMENT; MODIFICATION

      This Agreement contains the entire agreement of the parties relating to
the subject matter hereof and supersede in their entirety any prior employment
agreements entered into between the parties, and the parties hereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement which are not set forth herein. No modification of this Agreement
shall be valid unless made in writing and signed by the parties hereto.

      13.   BINDING EFFECT

      The rights, benefits, duties and obligations under this Agreement shall
inure to, and be binding upon, the Employer, its successors and assigns, and
upon the Employee and his legal representatives. This Agreement constitutes a
personal service agreement, and the performance of the Employee's obligations
hereunder may not be transferred or assigned by the Employee.

      14.   NON-WAIVER

      The failure of either party to insist upon the strict performance of any
of the terms, conditions and provisions of this Agreement shall not be construed
as a waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.


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      15.   GOVERNING LAW

      This Agreement shall be governed by, and construed and interpreted in
accordance with, the laws of the State of New York without regard to principles
of conflict of laws.

      16.   HEADINGS

      The headings of paragraphs are inserted for convenience and shall not
affect any interpretation of this Agreement.

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


                                  ---------------------------------
                                  Rami Musallam



                                  TOTAL NETWORK SOLUTIONS, INC.


                                  By:
                                     ------------------------------
                                   Name:
                                   Title:


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