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                              EMPLOYMENT AGREEMENT

     AGREEMENT, dated this 1st day of June, 2000, between 9278 COMMUNICATIONS,
INC., a Delaware corporation having its executive office at 1942 Williamsbridge
Road , Bronx New York 10461 (the "Company"), and PAUL SARCINELLA, whose
principal residence is __________________________ ("Employee").


     The Company desires to employ the Employee as its Chief Financial Officer
on the terms and conditions set forth herein, and the Employee desires to accept
such employment.

     In consideration of the undertakings set forth in this Agreement, and
intending to be legally bound, the parties agree as follows:

1.   General Agreement for Services. The Company employs the Employee and the
     Employee accepts employment as Chief Financial Officer of the Company upon
     the terms and conditions of this Agreement.

2.   Employment Period. The Employee shall commence employment on June 5, 2000.
     Subject to any provisions of this Agreement governing extension or early
     termination of this Agreement, the term of employment shall be three years
     (the "Initial Term"). After the Initial Term, this Agreement may be renewed
     by the Company for an additional term of two years by giving notice of its
     intention to so renew this Agreement at least 90 days prior to the end of
     the Initial Term.

3.   Duties.

     (a) The Employee shall devote his business time, attention, and energies to
         the business of the Company on a full-time basis, as designated by the
         Company, and shall not, during the term of this Agreement, be engaged
         in any other business activity, whether or not such business activity
         is pursued for gain, profit or other pecuniary advantage; but this
         shall not be construed as preventing the Employee from investing his
         assets in such manner as will not require him to expend any significant
         time or effort in regard thereto or to perform any services in the
         operation of the affairs of the entity in which such investments are
         made which will, in any way, impair his ability to meet properly his
         obligations hereunder.

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     (b) The Employee shall serve the Company faithfully, diligently and in good
         faith.

     (c) The Employee shall perform such services as are typically performed by
         chief financial officers, along with such other services as may be
         required of him by the Company, specifically, assisting with strategic
         decisions within the Company and assisting with the Company's public
         presentation. The Employee shall be the senior management person in
         charge of ensuring the Company's compliance with all SEC filings,
         managing all financial, banking and operational matters within the
         Company, creating and managing cash flow statements, and preparing for
         the audit of the Company's financial statements for pending
         acquisitions, subject only to the direction and supervision of the
         Company's Board of Directors.

4.   Compensation. As and for full and complete compensation to the Employee for
     the services he agrees to render pursuant hereto, the Company agrees to pay
     to him and he agrees to accept the following:

     (a) The Company shall pay the Employee a base annual salary of $150,000
         during the first year of the Initial Term, $157,500 for the second year
         of the Initial Term, and $165,000 for the third year of the Initial
         Term (the "Base Salary"). Base Salary shall be payable not less often
         than bi-weekly.

     (b) Upon the completion of Employee's first year of employment with the
         Company, the Company shall award Employee an annual bonus of $12,000.
         Upon the completion of the Employee's second and third years of
         employment with the Company, the Company shall award the Employee an
         annual bonus, the amount of which shall be determined by the Company's
         management and Board of Directors in its discretion.

     (c) All compensation paid to the Employee shall be subject to withholding
         and deductions to the extent required by applicable law.

     (d) In addition to the Base Salary and any annual bonuses, the Company
         shall, upon the execution of this Agreement, grant the Employee options
         pursuant to a separate option agreement to purchase up to 10,000 shares
         of the Company's common stock at a


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         purchase price of $4.00 per share, exercisable for a period of three
         year from the signing of a separate option agreement. Any stock options
         granted in the second or third year of Employee's term of employment
         will be determined by the Board of Directors. All options granted
         pursuant to this paragraph shall be subject to the terms and conditions
         of the Company's Option Plan and the Option Agreement to be entered
         into between the Company and Employee evidencing the grant(s) described
         herein. The Employee shall also be eligible to otherwise participate in
         the Company's Stock Option Plan at the discretion of the Board of
         Directors.

     (e) In addition to the options, Base Salary, and any annual bonuses payable
         to the Employee hereunder, the Employee will be entitled to the
         following benefits during the Initial Term unless otherwise altered by
         the Board of Directors with respect to all executives of the Company:

         i.    hospitalization, disability, life and health insurance, each to
               the extent offered by the Company and in amounts consistent with
               Company policy, for all key management employees, as reasonably
               determined by the Board of Directors;

         ii.   the Employee shall be entitled to three weeks paid vacation in
               each of the first two years of the term of the Employees'
               employment hereunder and four weeks paid vacation during each
               subsequent year, consistent with the Company policy for all
               executive employees and provided that unused vacation time shall
               not be carried over to subsequent years. The Employee shall also
               be entitled to all paid holidays given by the Company to its
               employees, which shall include, at a minimum, Christmas Day, New
               Years Day, Labor Day, Memorial Day, and July 4th; and

         iii.  all expenses related to the renewal of Employee's Certified
               Public Accountant (CPA) license as well as CPE classes required
               for Employee to maintain the CPA license.

5.   Confidentiality.

     (a) The Employee shall treat as confidential any proprietary, confidential
         or non-public information relating to the business or interests of the
         Company, including, without limitation, business


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         plans or customer lists ("Confidential Information"). The Employee
         shall not disclose, utilize or make accessible in any manner or in any
         form any Confidential Information other than in connection with
         performing the services required of him under this Agreement, without
         the prior consent of the Company. Notwithstanding the foregoing, the
         provisions of this Section 5(a) shall not apply to any Confidential
         Information which is, or at some later date becomes, publicly known
         under circumstances involving no breach of this Agreement or which is
         required to be disclosed pursuant to order or requirement of a court,
         administrative agency or other governmental body or other authorized
         tribunal, provided that the Company has been given appropriate notice
         of such proceeding and an opportunity to contest such disclosure.

     (b) All business and technical records, information relating to the
         business of the Company and its affiliates, papers, documents,
         correspondence, or studies containing information relating to the
         Company and its affiliates, in all cases irrespective of the manner in
         which such information is kept or stored ("business records"), made or
         kept by the Employee or under his possession or control shall be and
         remain the property of the Company, and shall be surrendered to the
         Company upon the termination of the Employee's employment. Upon such
         termination, the Employee shall not take with him, publish, or
         disclose, or otherwise use, without the consent of the Company, any
         business records.

     (c) The Employee agrees that during the period of his employment hereunder
         and for a period of two years following the date upon which such
         employment shall terminate, he will not, in any capacity, (1) operate
         or be employed by, as an employee, consultant or otherwise, a
         telecommunications business that distributes prepaid phone cards or (2)
         solicit or accept, or attempt to solicit business from customers of the
         Company; and the Employee acknowledges that a portion of the payments
         being made to him hereunder are being made, in part, as consideration
         for such agreement. The Employee represents and agrees that the
         covenants contained in this Section 5(c) are necessary for the
         protection of the Company's legitimate business interests and are
         reasonable in scope and content.

     (d) The provisions of this Section 5 on the part of the Employee shall be
         construed as an agreement independent of any other provision



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         contained in this Agreement and shall be enforceable in both law and
         equity, including by temporary or permanent restraining order,
         notwithstanding the existence of any claim or cause of action of the
         Employee against the Company or any affiliate of the Company, whether
         predicated on this Section 5 or otherwise.

6.   Termination.

     (a) Death. In the event that the Employee shall die during the term of this
         Agreement, then, notwithstanding any other provisions hereof, the
         Employee's employment hereunder shall terminate forthwith.

     (b) Disability. If the Employee shall become incapacitated during the term
         of this Agreement to such an extent that he shall be unable to perform
         the essential functions of his duties hereunder, and such incapacity
         shall continue for at least six consecutive weeks or for at least 60
         days in any twelve month period, the Company may, at or at any time
         thereafter, and during the continuance of such incapacity, give notice
         to the Employee of the termination of his employment hereunder on a
         date stated in such notice, and, in such event, the Employee's
         employment hereunder shall terminate on such date. Irrespective of the
         foregoing, the Employee also may be terminated by the Company at such
         time as the Employee becomes unable to perform the essential functions
         of his duties hereunder by reason of disability, as defined in the
         Employer's disability insurance coverage, if any, if he is then
         entitled to disability payments under such coverage.

     (c) For Cause. If, during the term of this Agreement, the employment of the
         Employee by the Company should terminate by reason of the Employee's
         voluntary action, or by the Company for "Cause", then the Company's
         obligations for payment or delivery of compensation and other
         entitlements under this Agreement with respect to any future period
         shall thereupon terminate. Written notice of termination for Cause
         shall be given by the Company to the Employee and shall be effective
         upon receipt. For purposes of this Agreement, Cause means (i) the
         Employee's (A) willful refusal to carry out specific lawful directions
         of the Board of Directors or of the chief executive officer of the
         Company, which directions shall be consistent with the provisions of
         this Agreement, or (B) refusal or failure to perform a material part of
         his duties hereunder, which refusal or failure in either case under
         clause (A) or (B) is not remedied promptly, but in no event later than,
         fifteen days after


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         receipt of written notice thereof to the Employee, (ii) the Employee's
         commission of an act of fraud, misappropriation or dishonesty to the
         Company or any of its affiliates or falsification of a written document
         delivered to the Company or any of its affiliates or on the Company's
         or such affiliate's behalf, and (iii) the Employee's commission of a
         crime with respect to which, in the reasonable judgment of the Company,
         the Employee is likely to be incarcerated or as result of which the
         Company, in its reasonable judgement, determines it would be
         inappropriate for the Employee to continue as an employee of the
         Company.

7.   Compensation after Termination.

     (a) If the Initial Term is terminated (i) by the Company for cause pursuant
         to Section 6(c) or due to the incapacity or health of Employee pursuant
         to Sections 6(b) and 6(c), (ii) by Employee or (iii) by expiration of
         the Initial Term, then the Company shall have no further obligations
         hereunder or otherwise with respect to Employee's employment from and
         after the termination or expiration date (except payment of Employee's
         Base Salary accrued through the date of termination or expiration) and
         the Company shall continue to have all other rights available
         hereunder.

     (b) If the Initial Term is terminated by the Company without Cause,
         Employee shall be entitled to receive as severance pay (in addition to
         the payment of Base Salary through the date of termination) an amount
         equal to the lesser of (i) Employee's Base Salary for a period equal to
         six (6) months or (ii) Employee's Base Salary for the remainder of the
         Initial Term, such amount to be payable in regular installments in
         accordance with the Company's general payroll practices for salaried
         employees. The Company shall have no other obligations hereunder or
         otherwise with respect to Employee's employment from and after the
         termination or expiration date, and the Company shall continue to have
         all other rights available hereunder.

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8.   Representations of the Employee. The Employee represents and warrants to
     the Company that neither the execution and delivery of this Agreement by
     the Employee, the employment by the Company of the Employee nor the
     performance of the activities to be conducted by the Employee as
     contemplated hereby will be in violation or contradict with the provisions
     of any agreement or other instrument or restriction, or any judgment, order
     or decree to which the Employee is a party or which is binding upon the
     Employee.

9.   Miscellaneous Provisions.

     (a) Entire Agreement. This Agreement sets forth the entire agreement and
         understanding between the parties with respect to the employment of the
         Employee by the Company and supersedes all prior agreements,
         arrangements and understandings between the parties with respect
         thereto.

     (b) Modification. This Agreement may be amended, modified, superseded,
         canceled, renewed or extended, and the terms or covenants hereof may be
         waived, only by an instrument executed by the party to be charged, or
         in the case of a waiver, by the party waiving compliance.

     (c) Waiver. The failure of either party at any time or times to require
         performance of any provision of this Agreement in no manner shall
         affect the right at a later time to enforce the same. No waiver by
         either party of a breach of any term or covenant contained in this
         Agreement, whether by conduct or otherwise, in any one or more
         instances, shall be deemed to be or construed as a further or
         continuing waiver of any such breach, or a waiver of any other term or
         covenant contained in this Agreement.

     (d) Notices. All notices, demands, consents, waivers and other
         communications ("Communications") required to be given under this
         Agreement shall be in writing and shall be given (and shall be deemed
         to have been duly given) upon the earlier of actual receipt, one
         business day after being sent by telegram or telecopier (with
         confirmation of delivery) or three business days after being sent by
         registered or certified mail to the parties at the addresses set forth
         above or to such other address as either party may hereafter specify by
         notice to the other party. Irrespective of the foregoing, notice of
         change of address shall be effective only upon receipt.

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     (e) Governing Law. This Agreement shall be construed in accordance with and
         governed by the laws of the State of New York applicable to contracts
         made and to be performed wholly within such state.

     (f) Attorneys' Fees and Disbursements. In the event that either party takes
         legal action to enforce any of the provisions of this Agreement, the
         prevailing party shall be entitled to recover all reasonable expenses
         incurred in connection therewith.

     (g) Assignability. This Agreement, and the Employee's rights and
         obligations hereunder, may not be assigned by the Employee. The Company
         may assign its rights, together with its obligations hereunder, to a
         successor by merger or to a purchaser of substantially all of its
         assets, and such rights and obligations shall inure to, and be binding
         upon, any such successor.

     (h) Binding Effect. This Agreement shall be binding upon and inure to the
         benefit of the parties and their respective legal representatives,
         heirs, successors and permitted assigns.

     (i) Invalidity. The invalidity of any part of this Agreement is not
         intended to render invalid the remainder of this Agreement. If any
         provision of this Agreement is so broad as to be unenforceable, such
         provision is intended to be interpreted to be only so broad as is
         enforceable.

10.  Arbitration. In the event of any difference of opinion or dispute between
     the Employee and the Company with respect to the construction or
     interpretation of this Agreement or the alleged breach thereof, which
     cannot be settled amicably by agreement of the parties, then such dispute
     shall be submitted to and determined by arbitration by a single arbitrator
     in the City of New York, New York, in accordance with the rules then in
     effect of the Commercial Arbitration Panel of the American Arbitration
     Association (the "AAA"), and judgment upon the award shall be final,
     binding and conclusive upon the parties and may be entered by the highest
     court, state or federal, having jurisdiction. The costs of the arbitration
     shall be borne as determined by the arbitrator. The provisions of this
     paragraph shall not be construed to limit the Company's right to seek
     injunctive relief pursuant to paragraph 5 (d) of the Agreement.


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



9278 COMMUNICATIONS, INC.



By: /s/ Sajid Kapadia                           /s/ Paul Sarcinella
   -----------------------                      ----------------------------
    SAJID KAPADIA,                              PAUL SARCINELLA
    Chief Executive Officer