EMPLOYMENT AGREEMENT

                  AGREEMENT,  dated as of June 26, 1996 between  Computer Power,
Inc.,  a New Jersey  corporation  (the  "Company"),  and Hiro  Hiranandani  (the
"Executive").

                              W I T N E S S E T H :

                  WHEREAS, the Company and the Executive desire that he shall be
employed by the Company as President,  Chief  Executive  Officer of the Company,
upon the terms and conditions hereinafter set forth

                  NOW, THEREFORE, in consideration of the premise and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
covenant and agree as follows:

          1. Term of Employment.

               (a) The Company  shall  employ the  Executive  and the  Executive
accepts  employment by the Company on the terms and conditions  herein contained
for a period commencing on the date hereof, and ending on December 31, 1998 (the
"Employment Period").

                                       1
<PAGE>

          2. Duties

               (a) The Executive  shall serve as the President,  Chief Executive
Officer of the  Company,  and shall  perform  such  services  and duties for the
Company  as may be  reasonably  assigned  or  delegated  to him by the  Board of
Directors  of the  Company  consistent  with his  position as  President,  Chief
Executive Officer.  The Executive shall be the primary management officer of the
Company,  reporting only to the Board of Directors.  In addition,  the Executive
shall be appointed a Director of the Company upon execution and delivery of this
Agreement to serve until the next Annual Meeting of Shareholders. Thereafter, so
long as this  Agreement  shall be in  effect  the  Company  shall  nominate  the
Executive to the Board of Directors to be voted upon by the shareholders at each
Annual Meeting.

               (b) The  Executive  shall exert  substantially  his full business
time and best efforts in the promotion of the Company's interests.

          3. Compensation.

               (a) As compensation for his services hereunder, the Company shall
pay the  Executive  during  the  Employment  Period a salary  at the rate of One
Hundred  Thousand Dollars  ($100,000) per annum,  payable in accordance with the
Company's customary payroll procedures for executive  employees,  subject to all
applicable tax and payroll deductions.

                                       2
<PAGE>

               (b) In the event the Company receives a capital infusion at least
of $1,000,000, by way of term debt (other than asset backed financing) or equity
or any combination  thereof on terms acceptable to the Board of Directors of the
Company,  prior to December  31,  1996,  the salary  payable to  Executive  from
January 1, 1997 through the end of the  Employment  Period shall be increased to
the rate of One Hundred and Twenty Thousand Dollars ($120,000) per annum. In the
event such capital  infusion is at least  $2,000,000 prior to December 31, 1996,
the salary so payable shall be One Hundred and Forty Thousand Dollars ($140,000)
per annum  commencing  January 1, 1997.  In the event the Company  receives such
capital  infusion  of at least  $1,000,000  after  January 1,  1997,  the salary
payable  to  Executive  shall  increase  to the rate of One  Hundred  and Twenty
Thousand Dollars ($120,000)  effective on the date such capital infusion is made
and, if the Company  receives a capital  infusion of at least  $2,000,000  after
January 1, 1997, the salary  payable to Executive  shall increase to One Hundred
and  Forty  Thousand  Dollars  ($140,000)  commencing  on the date  the  Company
receives such capital infusion.

                                       3
<PAGE>

               (c)  Upon the  execution  and  delivery  of this  Agreement,  the
Company agrees to issue to Executive Warrants having a ten year term to purchase
377,999 shares of Common Stock of the Company,  125,999 shares of which shall be
exercisable  immediately  at $.33 per share,  125,999  shares of which  shall be
exercisable on April 30, 1997 at $.40 per share (if Executive  shall be employed
by the  Company  as  President  and Chief  Executive  Officer  at such date) and
126,001  shares on April  30,  1998 at $.40 per  share  (if  Executive  shall be
employed by the Company as President and Chief Executive  Officer at such date).
In the event the Company  adopts a Qualified  Incentive  Stock Option  Plan,  or
issues additional  warrants not related to new capital infusion  described above
in 3(b) the Company  agrees that  through  the  Employment  Period it will grant
Executive  options,  at the  same  time and at the same  terms  issued  to other
employees,  in such amounts such that Executive shall maintain equity  ownership
or the right to equity  ownership,  including the right to acquire  common stock
through options and warrants, of at least 10% of the total outstanding equity on
a fully diluted basis.  In addition,  if during the Employment  Period,  Company
issues additional  equity,  the Executive shall have the right to participate on
the same terms as at that time being then offered, up to 10% of such issuance.

                                       4
<PAGE>

               (d) The Company  will further  reimburse  the  Executive  for all
expenses  incurred by him in the performance of his duties  hereunder  which, if
not in the ordinary course of business and consistent with Company policy,  have
been  approved by the Company by an executive  officer of the Company other than
Executive,  or by the Board of Directors,  prior to  expenditure.  Such expenses
will be so reimbursed on presentation of properly  itemized charges and invoices
or receipts therefor  consistent with normal Company policies and procedures for
officers of the Company.

               (e)  The  Executive  shall  be  entitled  to  participate  in all
employee benefit plans of the Company which are available to executive employees
as of the date of this  Agreement  and such  other  plans  or  modifications  of
existing plans as any may become  effective  during the Employment  Period,  all
consistent with Company policies and practices,  generally applied. In addition,
the Executive shall be entitled to the same benefits, including use of a company
fleet car and use of company housing facilities,  granted Executive's  immediate
predecessor  as  President,  Chief  Executive  Officer of the Company as well as
payment,  by the Company, of premiums for health insurance provided Executive by
Pitney Bowes.  Executive shall also be entitled to an annual medical physical to
be paid by the Company.  All such  payments to Executive  shall be grossed-up to
give effect to any applicable federal or state income taxes payable by Executive
in respect of any such benefit in the event a final determination is made by the
Internal  Revenue  Service or state taxing  authority  that income taxes are due
thereon.

                                       5
<PAGE>

               (f) The Executive shall be entitled to take vacations  consistent
with Company policy.  Unused  vacation days may not be accumulated  year to year
and no additional compensation shall be paid for unused vacation time.

               (g) In the event of the  Executive's  disability (as  hereinafter
defined) or death, the Executive or his estate shall receive his salary pursuant
to subsection 3(a) above for a period of three months.  (For the purpose of this
Section 3(g),  the date the  disability  occurred shall be the expiration of the
sixty day  period  referred  to  below).  No  further  or  additional  salary or
compensation  shall be due the Executive or his estate,  except as may otherwise
be payable  under such Company  benefit  plans in which the  Executive  shall be
participating at that time. For the purpose of this Agreement,  disability shall
mean the inability of the Executive to render  substantially all of the material
and/or  primary  services of the  character  contemplated  by this  Agreement by
reason of physical or mental  conditions  due to illness,  accident or mental or
physical incapacity or infirmity continuing for more than sixty (60) consecutive
days.  In the event of a dispute,  the matter  shall be  referred to a physician
mutually acceptable to the Company and the Executive.

                                       6
<PAGE>

               (h)  Executive  shall be  entitled  to an  annual  bonus  for the
calendar  years  1997 and 1998  calculated  as  follows  and  payable at time of
completion of the year-end  audit and  calculated in accordance  with  generally
accepted  accounting  principals  ("GAAP"),  with  only  such  changes  from the
accounting  procedures  used in  connection  with the 1995 audit as  required by
GAAP:

                    (i) In the event the  Company  achieves a pre-tax  profit of
               $500,000  or more in  calendar  year 1997,  the bonus  payable to
               Executive  shall  equal  $25,000  plus five (5%)  percent  of the
               pre-tax profit in excess of $500,000;

                    (ii) In the event the Company  achieves a pre-tax  profit of
               $1,000,000  or more in calendar  year 1998,  the bonus payable to
               Executive  shall  equal  $35,000  plus five (5%)  percent  of the
               pre-tax profit in excess of $1,000,000.

                    (i) The Executive  shall be entitled to  indemnification  to
               the fullest extent permitted by New Jersey corporate law.

                                       7
<PAGE>

          4. Rights Under Other Plans and Programs.

               No  provision  of this  Agreement  is  intended,  nor shall it be
construed,  to reduce or in any way restrict, any benefit to which the Executive
may be entitled under any other agreement, plan or program of the Company or its
subsidiaries or affiliates  providing benefits for the Executive.  Amounts which
are vested  benefits or which the  Executive  is  otherwise  entitled to receive
under any plan or program of the Company shall be payable in accordance with the
terms of such plan or program.

          5. Termination of Agreement.

               (a) The Company may  terminate  the  employment  of the Executive
hereunder:

                    (i)  for   "cause",   if  the   Executive   has   failed  to
               substantially   comply  in  a  material  way  with  his  material
               covenants and  obligations  under this Agreement and such failure
               continues  unabated  for a period of thirty  (30) days  after the
               Executive's receipt of written notice from the Company specifying
               the exact details of such alleged failure or if the Executive has
               been convicted of a felony or a crime  involving  moral turpitude
               or in the case of proven  dishonesty  against  the  Company or if
               Executive  shall  otherwise  be culpable in respect of any act of
               gross  negligence in the  performance  of his duties which in the
               judgment  of at least  five out of six  members  of the  Board of
               Directors of the Company (other than  Executive)  makes it not in
               the best interest of the Company that  Executive  continue in the
               Company's employ; or

                    (ii)  if the  Executive  becomes  disabled  (as  defined  in
               Section 3(g) above); or

                                       8
<PAGE>

                    (iii) if the Executive dies. In the event of any termination
               under this Section  5(a),  the Company shall pay to the Executive
               or his  estate  all  accrued  salary  through  the  date  of such
               termination and such other benefits consistent with the terms and
               provisions  of  benefit  plans in  which  the  Executive  is then
               participating.  In addition,  in the case of  termination  due to
               disability  or death,  the Company shall pay the Executive or his
               estate all amounts required under Section 3(g) above.

               (b) The Company may also  terminate  the  employment of Executive
hereunder  without cause,  in which case the Executive  shall be entitled to all
accrued salary through  Employment Period,  such other benefits  consistent with
the  terms and  provisions  of  benefit  plans in which  the  Executive  is then
participating through the Employment Period and a severance payment,  payable on
December  31,  1998,  equal to six (6)  months of the annual  base  compensation
payable under Section 3 hereof, subject to normal withholding. Additionally, the
Executive shall have all warrants and stock options  theretofore  granted to the
Executive vested as of the date of such termination.

               (c)  Executive  may  terminate  this  Agreement  in the event the
Company  breeches  any of its  obligations  hereunder,  and, in the case of such
termination,  Executive  shall  receive the  severance  pay  referred to in this
Agreement. Additionally, the Executive shall have all warrants and stock options
theretofore granted to the Executive vested as of the date of such termination.


                                       9
<PAGE>

               (d) In the unlikely event the Executive  decides to terminate his
employment  and the Company has not  breached  its  obligations  hereunder,  the
Executive  shall not be  entitled  to any salary or bonus after the date of such
termination,  shall not receive any severance,  but shall remain obligated under
only Section 7 for six (6) months and shall be freed from all other  obligations
and liabilities under this Agreement. Additionally, the Executive shall have all
warrants and stock options theretofore granted to the Executive vested as of the
date of such termination.

          6. Disclosure of Information

               The  Executive  agrees  that,  during the  Employment  Period and
thereafter,  he shall hold and keep  confidential  any trade  secrets,  customer
lists  and  pricing  or  other  confidential  information,  or  any  inventions,
discoveries,  improvements,  products, whether patentable practices,  methods or
not, directly or indirectly useful in relating to the business of the Company as
conducted by it from time to time, as to which the  Executive  shall at any time
during the  Employment  Period  become  informed,  and he shall not  directly or
indirectly  disclose any such information to any person,  firm or corporation or
use the same except in connection  with the business and affairs of the Company.
The  foregoing  prohibition  shall not  apply to the  extent  such  information,
knowledge  or data  (a) was  publicly  known at the  time of  disclosure  to the
Executive,  (b) become publicly known or available  thereafter other than by any
means in violation of this Agreement,  or (c) is required to be disclosed by the
Executive as a matter of law or pursuant to any court or regulatory order.


                                       10

<PAGE>
          7. Competition.

               During  the  Employment  Period  and then for a period of six (6)
months  thereafter  if Executive is paid the  severance  pay as provided in this
Agreement,  the  Executive  agrees that he will not,  without the consent of the
Company,  compete with the Company,  directly or indirectly or  participate as a
director, officer, employee, agent, representative, consultant or otherwise as a
stockholder, partner or joint venturer, or have any direct or indirect financial
interest, including, without limitation, the interest of a creditor in any form,
in any  business  directly or  indirectly  engaged in any  business  which is in
competition with the Company.  The ownership by the Executive of publicly traded
stock of any  corporation  conducting  such  competing  business,  provided  the
Executive  and his  associates  (as  such  term is  defined  in  Regulation  14A
promulgated  under the Securities  Exchange Act of 1934 as in effect on the date
hereof)  collectively,  do not own more than an  aggregate of 5% of the stock of
such  corporation,  shall  not be  deemed  a  violation  of this  Section  7. In
addition,  during  the  Employment  Period,  and for a period of six (6)  months
thereafter,  Executive  shall not make any  offer of  employment  to any  person
employed by the Company during the Employment Period.

          8. Remedies.

               The Company and the  Executive  agree that remedies at law in the
nature of monetary  damages may not be  adequate  to protect or  compensate  the
Company for  violations by the  Executive or breaches by him of his  obligations
under  Section 7 of this  Agreement  and  therefore  specifically  agree that an
action  at  equity  by way  of  injunction  or  similar  relief  is  proper  and
appropriate.


                                       11
<PAGE>

          9. Representations and Warranties

               The Executive  represents  and warrants to the Company that he is
free to enter into this Agreement, become an officer and employee of the Company
and to carry out his duties and  responsibilities  as herein contemplated and is
under no contrary contractual limitation, contractual obligation or prohibition.
The Executive further indemnifies and holds harmless the Company from any costs,
damages and fees,  including legal fees, which may result from his breach of the
foregoing representation and warranty.

          10. Assignment; Successors.

               All of the terms of this Agreement,  whether so expressed or not,
shall be binding upon the respective heirs, personal representatives, successors
and  assigns  of the  parties  hereto and shall  inure to the  benefit of and be
enforceable  by  the  parties  hereto  and  their  respective  heirs,   personal
representatives,  successors and assigns; provided, however, that this Agreement
shall  not be  assigned  by either  party  hereto  except  as set forth  herein,
provided,  further,  that  nothing  herein  shall be construed so as to prevent,
prohibit  or limit in any way,  the  change in  control,  sale,  merger or other
business  combination of the Company and any such action or similar action shall
not be  deemed an  assignment  of this  Agreement  by the  Company  nor shall it
relieve  the  Company or its  successors  or  assigns  from its  obligations  to
Executive under this Agreement.

          11. Notices.

               All notices,  request, demands and other communications hereunder
must be in  writing  and shall be deemed to have been duly  given if  personally


                                       12
<PAGE>

delivered, sent by a recognized overnight courier service, or if mailed by First
Class,  certified mail, return receipt  requested,  postage and certification or
registry fees prepaid, and addressed as follows:

                           (a)  If to Executive:  Hiro Hiranandani


                           (b)  If to Company:   Computer Power, Inc.
                                                 124 West Main Street
                                                 High Bridge, New Jersey 08829
                                                 Attn:  Chairman of the
                                                 Board of Directors with a
                                                 copy to the Chief Financial
                                                 Officer

                                With a Copy to:  James P. Jalil, Esq.
                                                 Shustak Jalil Sanders & Heller
                                                 545 Madison Avenue
                                                  New York, New York  10022

Either  party by notice in  writing  mailed to the other may change the name and
address to which notices,  requests,  demands and other  communications shall be
mailed.

                  12.      Miscellaneous.

               (a) This Agreement  shall be construed and enforced in accordance
with,  and governed by, the laws of the State of New Jersey.  The parties hereby
irrevocably consent to the exclusive  jurisdiction of the Courts of the State of
New Jersey and of the Federal Court located in such state in connection with any
action  or  proceeding  arising  out of or  relating  to  this  Agreement.  This
Agreement  embodies the entire agreement and  understanding  between the Company
and the  Executive  and  supersedes  all  prior  agreements  and  understandings
relating to the subject matter hereof, and this Agreement may not be modified or
amended or any term or provision  thereof waived or discharged except in writing
signed  by the  party  against  whom  such  amendment,  modification,  waiver or
discharge  is sought to be  enforced.  The  headings of this  Agreement  are for
purposes of reference  only and shall not limit or otherwise  affect the meaning
thereof. This Agreement may be executed in several  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same  instrument.  

                                       13
<PAGE>

               (b)  The  parties  agree  that,  prior  to  resorting  to  court,
unresolved  disputes under this Agreement  shall initially be referred by either
party to non-binding mediation before a mutually agreed upon mediator.


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

                                          /s/ Hiro Hiranandani
                                         ---------------------------
                                              Hiro Hiranandani


                                         COMPUTER POWER, INC.

                                           /s/ Lindsay Gillette
                                       By:-------------------------
                                          Lindsay Gillette, Chairman