EMPLOYMENT AGREEMENT  ("Agreement"),  dated as of April 1, 2000 between
The  Translation  Group,  Ltd.,  a  Delaware  Corporation  with an  office at 30
Washington Avenue,  Haddonfield,  New Jersey 08033, (the "Company"), and Charles
Cascio   residing  at  19  Moorefield   Lane,   Moorestown,   New  Jersey  08057
("Employee").
         WHEREAS,  the Company is  desirous of engaging  Employee to further the
business purposes of the Company; and
         WHEREAS,  Employee is desirous of being  employed by the Company on the
terms provided herein;
         NOW, THEREFORE, the Company and Employee agree as follows:
         1.  EMPLOYMENT.  The Company hereby agrees to employ Employee on a full
time basis as consultant to Randy G. Morris or the acting CEO of the Company, as
the case may be, and Employee hereby agrees to accept such employment.  Employee
shall report to and be under the direction and control of Randy G. Morris or the
acting CEO of the Company,  as the case may be.  Employee  shall devote his best
efforts to the business of the Company and to promoting its best  interest.  The
Company  shall  furnish  Employee  with an  office,  secretarial  help and other
facilities  and  services as are  suitable to his  position and adequate for the
performance of his duties in accordance with the provisions of this Agreement.
         2.  TERM OF  EMPLOYMENT.  Subject  to the  provisions  for  termination
hereinbelow, the term of Employee's employment hereunder shall begin on April 1,
2000, and shall extend until April 1, 2002. Provided that the term of Employee's
employment  will  automatically  be extended for a period of one (1)  additional
year upon the completion of 3(c)(ii) hereinbelow.
         3.  COMPENSATION.
             (a) The  Company  shall pay to the  Employee  a salary at a rate of
$125,000.00 per year, payable in accordance with the normal payroll practices of
the Company.  The base salary shall be adjusted annually based upon the Consumer
Price  Index,  as  published  in the Wall  Street  Journal  on the first  Monday
subsequent to the anniversary of the date hereof.  In addition,  the base salary
shall be reviewed annually by the Board of Directors of the Company who may make
recommendations to the Compensation Committee for additional increases.

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<PAGE>
             (b) BONUS. Employee shall also be paid a performance bonus equal to
50% of his base salary  provided that the Company  meets its operating  goals as
reasonably set by the Board of Directors.  Any performance  bonuses earned shall
be paid within 60 days from the end of the term in which such bonus was earned.
             (c) STOCK  OPTIONS AND  WARRANTS.  In addition to his base  salary,
Employee shall be entitled to receive  100,000 stock options and 100,00 warrants
of the Company in accordance with the following provisions:
                (i) 100,000  warrants shall vest  immediately  upon signing this
Agreement at a price of .01 per warrant at an exercise  price of $5.00 per share
with a five- year term.
                (ii) 100,000 incentive stock options shall vest upon the Company
and/or any  subsidiary of the Company  securing  cumulative  gross  financing of
$4,000,000.
         4.  EXPENSES.
             (a) During the term of this Agreement,  the Company shall reimburse
Employee for all reasonable  Company  related  travel,  entertainment  and other
business  expenses  reasonably  necessary and appropriate for the performance of
his duties hereunder,  provided that Employee submits receipts and other expense
records to the Company in accordance  with the Company's  general  reimbursement
policy then in effect for executives and other employees of the Company.  (b) In
addition,  during the term of this  Agreement,  the Company will, at its option,
either  provide  Employee  with a  vehicle  comparable  to the one he  currently
operates  or pay  Employee  equivalent  monthly  vehicle  allowance  as  well as
insurance,  maintenence and repairs. Employee will be personally responsible for
maintaining  detailed  business  and  personal  use vehicle  logs of mileage and
expenses,  sufficient  to  satisfy  the  requirements  of the  Internal  Revenue
Service.
        5.   BENEFITS.
             (a) During the term of Employee's  Employment under this Agreement,
Employee  shall be entitled to  participate,  to the extent he and/or members of
his family are

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eligible,  in all employee benefit plans in effect for employees of the Company.
In addition,  the Company  shall  reimburse  Employee or pay directly to medical
providers and/or for medical services, at Employee's  discretion,  up to $25,000
per year relating to the  well-being of Employee for expenses not covered by the
Company's  health  benefit  plans  including,  but not limited to,  co-payments,
deductibles,  pharmaceuticals,  dental,  natural  medicine  practice  any  other
non-covered  expense.  Also,  the Company shall purchase on the life of Employee
(i) life  insurance in an amount  equal to 2 1/2 times his then  current  annual
base salary, and (ii) disability insurance in an amount so that Employee,  after
taking  into  account  the  effect  of  taxes,  will  receive  an amount so that
Employee,  after taking into account the effect of taxes, will receive an amount
equal to his then  current  annual  base  salary  (or as  close  thereto  as the
insurance company will permit) and, in both cases, naming Employee's designee as
beneficiary.
             (b) During the term of  Employee's  Employment,  Employee  shall be
entitled  to four weeks paid  vacation,  as well as paid  holidays  given by the
Company to its  employees.  Vacation  time cannot be carried over and accrued to
the  next  year  but  must be taken  in the  year  earned,  unless  the  Company
determines,  in a case  of  unusual  and  mitigating  circumstances,  to  permit
carryover of vacation time.
         6.       TERMINATION.
             (a) DEATH. Employee's Employment hereunder shall terminate upon his
death.
             (b)  DISABILITY.  If, as a result of Employee's  incapacity  due to
physical  or mental  illness as  determined  by the  insurance  carrier  for the
disability   insurance  policy  obtained  by  the  Company  in  accordance  with
subsection 5(a)(ii) then Employee shall be deemed to be permanently disabled and
the Company shall give Employee Notice of Termination  (as hereinafter  defined)
which shall take effect ninety (90) days after the date it is sent to Employee.
             (c)  CAUSE.  The  Company  may  terminate   Employee's   Employment
hereunder for Cause.  For the purpose of this Agreement,  the Company shall have
"Cause"  to  terminate  Employee's  Employment  hereunder  upon  (i)  Employee's
conviction or, or plea

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<PAGE>

of "no contest" to any felony  during the term of this  Agreement;  (ii) acts of
fraud,  misappropriation  of funds or property of the Company for Employee's own
use or embezzlement of any property of the company; or (iii) any material breach
by Employee of any specific provision of this Agreement.

             (d) NOTICE OF TERMINATION. Any purported termination by the Company
pursuant to subsections  (b) or (c) shall be  communicated  by written Notice of
Termination  to the  Employee.  For  purposes  of this  Agreement,  a "Notice of
Termination"  shall mean a notice that shall  indicate the specific  termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and  circumstances  claimed  to  provide  a basis for  termination  of
Employee's Employment under the provision indicated.

             (e) DATE OF  TERMINATION.  The effective date of termination  shall
be:
                (i) If  Employee's  Employment  is  terminated  for  Disability,
thirty (30) days after Notice of  Termination  is given  (provided that Employee
shall not have returned to the  performance  of his duties on a full-term  basis
during such thirty (30) day period);
                (ii)  If  Employee's   Employment  is  terminated   pursuant  to
paragraph (c) above, the date specified in the Notice of Termination, though not
earlier than the date of such Notice; and
                (iii) If  Employee's  Employment  is  terminated  for any  other
reason, the date on which a Notice of Termination is given.
         7.   COMPENSATION UPON TERMINATION OR DURING DISABILITY.
             (a) If Employee's  Employment  shall be terminated by reason of his
death, the Company shall pay to his estate,  the salary which would otherwise be
payable to Employee up to the second anniversary,  (or third anniversary if this
Agreement is extended pursuant to Section 3(c)(ii) hereinabove),  of the date on
which his death occurs and any bonus payments or stock options already earned or
substantially earned.
             (b) During any period  that  Employee  fails to perform  his duties
hereunder as a result of incapacity due to physical or mental illness,  Employee
shall  continue  to receive  his full salary at the rate then in effect for such
period until his permanent disability status

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<PAGE>

is established pursuant to subsection 6(b) hereof.
             (c) If Employee is terminated for Cause,  he shall receive only his
salary to the Date of Termination.
             (d) If Employee is terminated due to permanent disability (pursuant
to subsection  6(b)), if the insurance  proceeds received pursuant to subsection
5(a)(ii) are not  sufficient  to replace  Employee's  after tax salary,  for the
remainder  of the  term of this  Agreement  the  Company  shall  supplement  the
insurance  proceeds by an amount  necessary to place  Employee in the same after
tax position as he would have been had he not been  disabled.  The Company shall
also pay Employee his salary during any period between the time he is terminated
pursuant to subsection  6(e)(i) and the time payments  begin under the insurance
policy.
             (e) If  Employee  is  terminated  without  Cause  by  the  Company,
Employee will be entitled to receive,  as liquidated damages, a lump sum payment
equal to the  aggregate  amount of all payments due Employee  during the term of
this  Agreement,  but in no event less then one year's  compensation at the then
current  rates.  Such payment  shall be made in full within  thirty (30) days of
such termination.
         8. LIFE  INSURANCE  FOR  BENEFIT OF COMPANY.  Employee  agrees that the
Company in its  discretion may apply for and procure in its own name and for its
own benefit  life  insurance  upon the life of Employee in any amount or amounts
considered  advisable;  and that Employee shall have no right, title or interest
therein;  and  Employee  further  agrees  to  submit  to any  medical  or  other
examination  (and  submit to tests and  supply any  specimens  as  requested  in
connection  therewith)  and to execute  and  deliver  any  application  or other
instrument in writing reasonably necessary to effectuate such insurance.
         9.   CONFIDENTIALITY.   Employee  hereby   acknowledges   that  certain
information and materials  relating to the Company,  its product and the various
phases  of  their  operations  including,  without  limitation,  trade  secrets,
formulas,  know-how,  specifications,  drawings,  consumer,  distributorship and
supplier  lists,  books,  manuals  and other data  (collectively,  "Confidential
Materials"),  heretofore  or  hereafter  obtained by or  entrusted to him in the
course of his association  with the Company  (whether prior to or after the date
hereof), is or

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<PAGE>

will be of a confidential  or  proprietary  nature,  not generally  known to the
Company's  competitors,  and that the Company  would likely be  economically  or
otherwise disadvantaged or harmed by the direct or indirect disclosure of any of
the Confidential Materials.  Employee shall, at all times, both during and after
the term of this Agreement,  hold all of the Confidential Materials in strictest
confidence and not use for his own benefit or of the benefit of any other person
or  directly  or  indirectly  disclose  or suffer the  disclosure  of any of the
Confidential  Materials to any person, firm,  corporation,  association or other
entity to whom any Confidential  Materials have been disclosed or are threatened
to be disclosed by Employee, directly or indirectly, (other than in the ordinary
course of business of the Company), without the Company's prior written consent.
Upon the  termination  of  Employee's  Employment,  Employee  shall  return  all
Confidential Materials to the Company.
         10.  NON-SOLICITATION.  Subject to the provisions of Section 11, during
this  Agreement and for a period of two (2) years  following  the  conclusion of
this  Agreement  (the  "Limited  Period"),   Employee  shall  not,  directly  or
indirectly,  (i) hire,  solicit, or encourage to leave the employ of the Company
or any affiliate  entity,  any person  employed by the Company or any affiliated
entity or (ii)  participate  in the  solicitation  of any  business  of any type
presently  conducted  or which may from time to time be conducted by the Company
or any  affiliated  entity  during the Limited  Period from any person or entity
which was,  or which from time to time may be, a customer  of the Company or any
affiliated entity during the Limited Period.
         11.  NON-COMPETITION.  During the Limited Period, Employee shall not be
employed  or  interested,  directly  or  indirectly,  as an  officer,  director,
stockholders (excepting less than one (1%) percent interest in a publicly traded
company), employee, partner, individual proprietor,  investor or Employee, or in
any other  manner or capacity  whatsoever,  in any  business  that  involves the
production,  distribution  or marketing  of products or  services,  or otherwise
competitive with, any product or service  currently,  or which from time to time
may be,  produced,  distributed  or marketed  by the  Company or any  affiliated
entity  during  the  Limited  Period,  in any place in which the  Company or any
affiliated  entity at the time of such  termination  conducts  such a  business,
without the prior written approval of the

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<PAGE>

Company; PROVIDED,  HOWEVER, that if any provision of Section 10 or this Section
11 would be held to be unenforceable  because of the scope,  duration or area of
its applicability,  the court making such determination shall have the power to,
and shall,  modify such scope,  duration or area, or all of them, to the minimum
extent necessary to make such modified form. The above notwithstanding, Employee
shall be entitled to (i) remain on the Board of Directors of any corporations in
which he currently  has such a position and (ii) advise or counsel other persons
or entities,  provided, such activities are not competitive with the Company and
Employee's name is not publicly associated with such entities or activities.
         12.    ENFORCEMENT    OF    CONFIDENTIALITY,    NON-SOLICITATION    AND
NON-COMPETITION  AGREEMENTS.  Employee hereby acknowledges that the Company will
not have an  adequate  remedy  at law in the  event of any  breach by his or any
provision  of Section 9, 10, or 11 of this  Agreement  and that the Company will
suffer   irreparable  damage  and  injury  as  a  result  of  any  such  breach.
Accordingly,  in the  event of  Employee's  breach or  threatened  breach of any
provision of Section 9, 10, or 11 of this Agreement, Employee hereby consents to
the granting of a temporary  restraining  order,  preliminary  injunction and/or
permanent  injunction  against  him  or  any  court  of  competent  jurisdiction
prohibiting  him from  committing  or  continuing  any such breach or threatened
breach.  Notwithstanding anything herein to the contrary, Employee shall have no
obligation  or  liability  under  Sections  11  or  12 of  this  Agreement  upon
termination of this Agreement by the Company without cause.
         13. NOTICE.  For the purposes of this Agreement,  notices and all other
communications  provided  for herein  shall be in writing and shall be deemed to
have been duly given when delivered,  if personally delivered, or three (3) days
after being mailed by United States registered mail,  return receipt  requested,
postage prepaid, addressed as follows:
         IF, TO EMPLOYEE:
                  Charles Cascio
                  19 Moorefield Lane
                  Moorestown, New Jersey 08057


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<PAGE>

         IF, TO THE COMPANY:
                  The Translation Group, Ltd.
                  30 Washington Avenue
                  Haddonfield, New Jersey 08033
                  Attention:Randy G. Morris or the acting CEO

or to such other  address as a party may have  furnished to the other in writing
in  accordance  herewith,  except  that  notices or change of  address  shall be
effective only upon receipt.
         14. EXPENSES OF LITIGATION;  ARBITRATION. The Company and Employee each
hereby agree that in connection with any litigation or arbitration arising under
this  Agreement  that proceeds to judgment or an award,  the losing party of any
claim arising  thereunder shall pay to the prevailing party all of its costs and
expenses  incurred in connection  with the  prosecution or defense of such claim
including, but not limited to, any and all reasonable attorney's fees.
         15. ARBITRATION. Any and all controversies,  claims or disputes arising
out of or  relating  to this  Agreement,  or the breach  thereof  (other than as
covered in Section 12), shall be solely and  exclusively  settled by arbitration
in  accordance  with  the  Commercial  Arbitration  Rules  then in  effect  (the
"Arbitration  Rules")  of the  American  Arbitration  Association  ("AAA").  The
arbitration  shall take place in  Haddonfield,  New Jersey,  and the  arbitrator
shall be  appointed  by the mutual  consent of the  parties.  If the parties are
unable to agree upon the  appointment  of an  arbitrator,  then the  arbitration
shall take place in the City closest to Haddonfield, New Jersey in which the AAA
has an office before a panel of three  arbitrators  selected in accordance  with
the Arbitration Rules. The arbitrator appointed by the parties or such panel, as
the case may be, is sometimes referred to herein as the "Arbitrator." Each party
hereby irrevocably consents to the sole and exclusive  jurisdiction and venue of
the state and Federal  courts  located in the State of New Jersey in  connection
with any matter  arising out of the  foregoing  arbitration  or this  Agreement,
including  but  not  limited  to  confirmation  of  the  award  rendered  by the
Arbitrator and enforcement  thereof by entry of judgment thereon or by any other
legal remedy.  Service of process in connection with any such arbitration or any
proceeding to enforce an arbitration award may be made in

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<PAGE>

the  manner set forth in Section  13 of this  Agreement  or in any other  manner
permitted by applicable law.

         16.      MISCELLANEOUS.
             (a) This Agreement sets forth the entire understanding  between the
parties as to the subject  matter  hereof and  superseds  all prior  agreements,
arrangements  and  understandings,  written  or  oral,  between  them as to such
subject  matter.  There have been no promises,  statements,  representations  or
other inducements to this Agreement other than as set forth herein.
             (b) This  Agreement  may not be amended,  nor may any  provision be
modified or waived, except by an instrument duly executed by both parties.
             (c) Either  party's  failure at any time to require  performance of
any of the terms,  provisions or conditions hereof shall not affect such party's
right  thereafter  to  enforce  this  Agreement  or be  deemed a  waiver  of any
succeeding breach.
             (d)  Paragraph  headings  contained  in this  Agreement  have  been
inserted for  convenience or reference  only, are not to be considered a part of
this Agreement and shall not affect the interpretation of any provision hereof.
             (e) This Agreement shall be governed by and construed in accordance
with the internal laws of the State of New Jersey  applicable to contracts  made
and to be wholly performed within said State.
             (f) This  Agreement  shall be binding upon and inure to the benefit
of the Company and its successors and assigns, including without limitation, any
corporation  which may acquire all or substantially  all of the Company's assets
and  business or with or into which the Company may be  consolidated  or merged,
provided  that Employee  shall assume the  positions as  negotiated  between the
Company and any such other entity it consolidated or merges with. This Agreement
calls for the  provision of personal  services  and,  accordingly,  shall not be
assignable by Employee.  However, the restrictions of Section 9 shall be binding
upon Employee's heirs, executors, administrators and legal representatives.
             (g) If any provision of this  Agreement or the  application  of any
provision  to this  Agreement  is declared to be illegal,  invalid or  otherwise
unenforceable by a court of

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<PAGE>

competent  jurisdiction,  the remainder of this Agreement  shall not be affected
except to the extent necessary to delete such illegal,  invalid or unenforceable
provision, unless such declaration shall substantially impair the benefit of the
remaining portions of this Agreement.

         IN WITNESS WHEREOF, this Agreement has been executed by the Company and
Employee as of the date first written above.

                                    THE TRANSLATION GROUP, LTD.


                                    BY: ______________________________
                                        Name: Randy G. Morris
                                        Title: CEO



                                    BY: ____________________________________
                                        Charles Cascio, Employee


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