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                                                                  EXHIBIT 10.5

                  AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENT

         This Amendment Number One to Employment Agreement between FINANTRA
CAPITAL, INC., a Delaware corporation (the "Company"), and MAYNARD J. HELLMAN
("Employee"), is made and entered into this 16th day of December, 1999.
(Throughout this Agreement, the Company and Employee may be referred to as
"Parties" for convenience.)

                              W I T N E S S E T H :

         WHEREAS, the Parties entered into an Employment Agreement on December
23, 1998 (the "Agreement"); and

         WHEREAS, events have taken place subsequent to the execution of the
Agreement necessitating amendments thereto; and

         WHEREAS, the Parties desire to document their Amendments in a written
instrument.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:

         1.       RECITALS: The above and foregoing recitals are true and
correct and are incorporated herein.

         2.       AMENDMENTS: The following amendments to the Employment
Agreement between the Parties, effective as of the date hereof are as follows:

                  2.1      MERGER AND ACQUISITION BONUSES: In order to
                           compensate Employee for the additional time and
                           effort expended by Employee in searching for,
                           defining and negotiating mergers and acquisitions for
                           the Company, the Company, following the date hereof,
                           on all future mergers and acquisitions completed by
                           the Company during the term of the Employee's
                           employment shall distribute to the Employee an amount
                           equal to 2.5 percent of the gross value of the
                           transaction, said sum shall be paid in common stock
                           of the Company based upon the average bid price of
                           the Company's common stock during the ten (10)
                           consecutive trading days prior to the closing date of
                           the acquisition or merger.

         3.       RATIFICATION: That except for the modifications and amendments
set forth herein, all of the terms and covenants contained in the Agreement and
Amendment between the Employee

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and the Company are hereby ratified and confirmed and are incorporated herein
and remain in full force and affect.

         IN WITNESS WHEREOF, the Parties have hereunto set their hands and seals
this 16th day of December, 1999.

                                     FINANTRA CAPITAL, INC., a Delaware
                                     Corporation

                                     By:     /s/ ROBERT D. PRESS
                                             -----------------------------
                                              ROBERT D. PRESS, Chairman

                                     /s/ MAYNARD J. HELLMAN
                                     -------------------------------------
                                     MAYNARD J. HELLMAN, Employee

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