Exhibit 10.1


                          AMERICAN UNITED GLOBAL, INC.

                              Employment Agreement
                                      with
                                Robert M. Rubin



                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      AGREEMENT  made  effective  as of the 7th  day of  December  1999,  by and
between  AMERICAN  UNITED  GLOBAL,  INC.,  a Delaware  corporation  (hereinafter
referred to as the "Company") and Robert M. Rubin, an individual with an address
of c/o Gersten,  Savage & Kaplowitz,  LLP, 101 East 52nd Street,  New York,  New
York 10022 (hereinafter referred to as the "Employee").

                               W I T N E SSE T H:

      WHEREAS,  the  Company  desires to retain the  Employee to continue as its
President and Chief Executive Officer; and

      WHEREAS,  the Employee is willing to make himself available for advice and
counsel to the Company in connection  with its management and such other matters
so that the  Company  may have  the  benefit  of the  Employee's  knowledge  and
expertise.

      NOW THEREFORE,  in  consideration  of the mutual covenants of the parties,
which are hereinafter  set forth and for other good and valuable  consideration,
receipt of which is hereby  acknowledged,  the parties  hereto  hereby  agree as
follows:

      1.  ENGAGEMENT.

          (a) The  Company  hereby  retains  the  Employee  in the employ of the
Company  as its  President  and  Chief  Executive  Officer,  upon the  terms and
conditions which are hereinafter set forth.

          (b) The Employee will render  management  services and other advice to
the  Company.  Such  advice may  include,  without  limitation,  the  following:
strategic  planning,  financial  analysis,  the  introduction and arrangement of
financing  and  other  business  transactions,   product  development,  business
modeling and planning,  organizational  development,  human resources allocation
and business development.

          (c) The  Employee  shall make  himself  available  to the  Company for
telephone consultations and for meetings as reasonably requested.

          (d) Except for the requirements which are set forth in Section 1(c) of
this Agreement,  the Employee shall not be required to devote any minimum number
of weeks,  days or hours to the affairs of the  Company  during the term of this
Agreement,  although it is  acknowledged  that the performance of his duties may
require  substantial  effort.   Employee  shall  devote  such  additional  time,
attention  and energies to the business of the  additional  time,  attention and
energies to the business of the Company as he, in the exercise of good faith and
discretion, shall determine to be necessary during the term of this Agreement.


                                       80


<PAGE>


      2. TERM. The term of this  Agreement  shall commence on the date set forth
above and expire on the fifth  anniversary  thereof,  unless this  Agreement  is
terminated prior thereto pursuant to the terms of this Agreement (the "Term").

      3. COMPENSATION.

          (a) SALARY. During the Term of this Agreement the Company shall pay on
behalf of  Employee  in  consideration  for his  services a minimum  annual base
salary of $225,000,  which shall be determined (if greater) by the  Compensation
Committee of the Board of Directors of the Company and as ratified by the entire
Board.  The salary  shall be  adjusted  for any  increase  in the annual cost of
living as  published  by the Bureau of Labor  Statistics  of the  United  States
Department  of Labor for wage  earners  in the New York City  metropolitan  area
measured over the course of the immediately  preceding  fiscal year. Such salary
shall be paid no less frequently than monthly.

          (b) NET  INCOME  BONUS.  Employee  shall be  eligible  to  receive  as
compensation  under the Agreement  incentive bonuses of ten percent (10%) of the
Company's net income,  including all of its consolidated  subsidiaries,  if any,
for any fiscal year as determined by the Company's  independent  auditors  using
generally accepted  accounting  principles,  consistently  applied,  which bonus
shall not exceed $1,000,000 for any fiscal year.

          (c) Intentionally Omitted.

          (d) REALIZED STOCK SALE BONUS. Employee shall be eligible to receive a
bonus if during the term of this  Agreement  the Company  completes  the sale of
part or all of its holdings of securities issued by eGlobe,  Inc.  ("eGlobe") or
Western Power & Electric Corp.  ("Western") and such sale exceeds $3,000,000 for
either of eGlobe or  Western.  Such bonus  shall  equal ten  percent of the sale
price in excess of the  applicable  basis,  but  shall  not  exceed  $3,000,000.
Employee may therefore  become  entitled to receive  certain bonuses in spite of
the fact that the aggregate  sale price of the Western  Common Stock may be less
than the public price of the outstanding shares of Common Stock.


          (e) INCENTIVE  STOCK OPTIONS.  Employees  shall also receive as of the
date hereof  250,000  incentive  stock  options  under the 1996 Plan to purchase
Common Stock which are exercisable for five years after the date hereof at $0.21
per share.

          (f) EXPENSES.  The Company shall reimburse Employee for all reasonable
expenses  incurred  by  Employee  in the  performance  of his duties  hereunder,
including without limitation, those incurred in connection with business related
travel  or  entertainment,   provided  that  the  Employee  provides  reasonable
documentation  to substantiate  such expenses and such  expenditures  shall have
been authorized in writing by the Company.

          (g) EXCISE TAX.  In the event that any payment or benefit  received or
to be

                                       81
<PAGE>

received by Employee in connection  with a termination  of his  employment  with
Company  would  constitute  a  "parachute  payment"  within the  meaning of Code
Section  280G or any similar or  successor  provision  to 280G  and/or  would be
subject  to any  excise  tax  imposed  by Code  Section  4999 or any  similar or
successor  provision  then Company shall assume all liability for the payment of
any such tax and Company shall immediately  reimburse Employee on a "grossed-up"
basis for any income  taxes  attributable  to Employee by reason of such Company
payment and reimbursements.

      4.  INTENTIONALLY OMITTED.


      5.  CONFIDENTIAL   INFORMATION;    INTELLECTUAL   PROPERTY   RIGHTS;   NON
          COMPETITION.

          (a) NONDISCLOSURE OF CONFIDENTIAL INFORMATION. During the term of this
Agreement and at all times thereafter,  Employee will keep confidential and will
not directly or  indirectly  divulge to anyone nor use or otherwise  appropriate
for Employee's own benefit, or on behalf of any other person, firm,  partnership
or  corporation  by whom Employee  might  subsequently  be employed or otherwise
associated or affiliated with, any Confidential Information (as defined herein).
For this purpose,  "Confidential Information" means any and all trade secrets or
other confidential information of any kind, nature or description concerning any
matters affecting or relating to the business of the Company or any affiliate of
the Company which derives  economic value,  actual or potential,  from not being
generally  known to the public or the trade or to other  persons  who can obtain
economic value from its disclosure or use and which is subject to efforts by


                                       82
<PAGE>

the Company that are reasonable under the circumstances to maintain its secrecy.
Confidential  Information does not include  information  which (a) is or becomes
generally  available  to the  public  or the trade  other  than as a result of a
disclosure  by  Employee  or any of his  agents or  representatives,  or (b) was
within  Employee's  possession  prior to its being  furnished to Employee by the
Company;  provided  that the  source of such  information  in the case of either
clause  (a) or (b)  was  not  bound  by a  confidentiality  agreement  or  other
contractual  obligation of  confidentiality  with respect to such information or
did not otherwise acquire or disclose such information wrongfully.

          (b) COMPANY  INTELLECTUAL  PROPERTY RIGHTS. All intellectual  property
rights,  whether  or not  patentable  or  copyrightable,  which  (i) are made or
developed with the equipment, supplies, facilities, product formulations,  trade
secrets,  time or other  assets of the  Company;  (ii)  relate to the  business,
including anticipated research or development, of the Company that are developed
during  the term of this  Agreement,  or (iii)  result  from work  performed  by
Employee for the Company, are and shall remain the sole property of the Company,
and upon request made by the Company,  Employee shall assign any and all rights,
including  copyrights,  patents  and patent  rights,  trade mark and trade dress
rights, Employee may have therein to Company.

          (c) COMPANY MATERIALS.  All reports and analysis,  designs,  drawings,
contracts, contractual arrangements, specifications, computer software, computer
hardware and other equipment,  computer  printouts,  computer disks,  documents,
memoranda,  notebooks,  correspondence,  files, lists and other records, and the
like, and all photocopies or other reproductions thereof,  affecting or relating
to the  business  of Company  which  Employee  shall  prepare,  use,  construct,
observe, possess or control ("Company Materials"),  shall be and remain the sole
property of Company. Upon termination of this Agreement,  Employee shall deliver
promptly to Company all such Company Materials.

          (d) CERTAIN  RESTRICTIONS ON BUSINESS  ACTIVITIES.  During the term of
this Agreement, Employee agrees that, except with the express written consent of
the Company:

              (i)  SOLICITATION  OF  CUSTOMERS,  ETC.  He will not,  directly or
indirectly,  either for himself or for any other  person,  firm or  corporation,
divert or take away or  attempt  to divert or take away and,  if the  Employee's
termination  of  employment  results  for  Cause  (as  defined  herein)  or  the
Employee's  voluntary  termination of  employment,  for six (6) months after the
term of this Employment  Agreement,  call on or solicit or attempt to call on or
solicit in an attempt to so divert

                                       83
<PAGE>

or take away any of  Company's  customers  or  distributors,  including  but not
limited to, those upon whom Employee called or whom Employee solicited.

              (ii)  SOLICITATION  OF EMPLOYEES,  ETC.  He will not,  directly or
indirectly or by action in concert with others,  induce or influence (or seek to
induce  or  influence)  any  person  who  is  engaged  (as an  employee,  agent,
independent  contractor  or  otherwise)  by  Company  to  terminate  his  or her
employment or engagement.

          (e) SEVERABILITY.  Employee agrees, in the event that any provision of
this Section 5 or any word,  phrase,  clause,  sentence or other portion thereof
shall be held to be unenforceable  or invalid for any reason,  such provision or
portion thereof shall be modified or deleted in such a manner so as to make this
Section 5 as modified  legal and  enforceable  to the fullest  extent  permitted
under  applicable  laws.  The  validity  and  enforceability  of  the  remaining
provisions or portions  thereof  shall not be affected  thereby and shall remain
valid and enforceable to the fullest extent  permitted under  applicable laws. A
waiver of any breach of the  provisions of this Section 5 shall not be construed
as a waiver of any subsequent breach of the same or any other provision.

      6.  WAIVERS.  Except  as  otherwise  specifically  provided  for  in  this
Agreement,  no party  shall be deemed to have  waived  any of his or its  rights
hereunder under any other  agreement,  instrument or paper signed by any of them
with respect to the subject  matter  hereof unless such waiver is in writing and
signed  by the party  waiving  said  right.  Except  as  otherwise  specifically
provided for in this Agreement,  no delay or omission by any party in exercising
any right with respect to the subject matter hereof shall operate as a waiver of
such right or of any such other right. A waiver on any one occasion with respect
to the subject  matter  hereof shall not be construed as a bar to, or waiver of,
any right or remedy on any future occasion.

      7.  ELECTION OF  REMEDIES.  All rights and  remedies  with  respect to the
subject  matter  hereof,  whether  evidenced  hereby or by any other  agreement,
instrument,  or paper,  will be cumulative,  and may be exercised  separately or
concurrently.

      8. ENTIRE  AGREEMENT.  This  Agreement  constitutes  the entire  Agreement
between them with respect to the subject matter hereof.  All  understandings and
agreements heretofore had between the parties with respect to the subject matter
hereof are merged in this Agreement and any such  instrument,  which alone fully
and completely expresses their Agreement.

      9.  AMENDMENTS.  This  Agreement may not be changed,  modified,  extended,
terminated or discharged orally, but only by an agreement in writing,  signed by
all of the parties to this Agreement.

      10.  FURTHER  ASSURANCES.  The  parties  agree to execute any and all such
other and further instruments and documents,  and to take any actions reasonably
required to effectuate this Agreement and the intents and purposes hereof.

      11.  ASSIGNMENT.  This  Agreement  shall not be assigned to other parties,
provided,

                                       84

<PAGE>

however,  this  Agreement  may be assigned by Company to an entity that acquires
substantially all of the assets of Company.

      12.  APPLICABLE  LAW. This Agreement  shall in all respects be governed by
the internal laws of the State of New York.

      13.  SUCCESSORS.  This  Agreement  shall be binding  upon and inure to the
benefit  of the  parties  hereto  and their  heirs,  executors,  administrators,
personal representatives, successors, and assigns.

      14.  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       85
<PAGE>


      IN WITNESS  WHEREOF,  the  parties to this  Agreement  have  caused  these
presents to be signed by their duly authorized officers as of the day, month and
year first above written.

                           AMERICAN UNITED GLOBAL INC.


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

                           Employee:


                           --------------------------------
                                   Robert M. Rubin


                                       86


<PAGE>

                                      PROXY

                          AMERICAN UNITED GLOBAL, INC.
                         ANNUAL MEETING OF STOCKHOLDERS


                               SEPTEMBER 15, 2000



      THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS IN  CONNECTION  WITH THE
ANNUAL MEETING OF  STOCKHOLDERS  OF AMERICAN  UNITED GLOBAL,  INC. TO BE HELD ON
AUGUST 18, 2000. THE  SHAREHOLDER HAS THE RIGHT TO APPOINT AS HIS PROXY A PERSON
(WHO NEED NOT BE A  SHAREHOLDER)  OTHER THAN ANY  PERSON  DESIGNATED  BELOW,  BY
INSERTING THE NAME OF SUCH OTHER PERSON IN ANOTHER PROPER FORM OF PROXY.


      The  undersigned,  a  shareholder  of American  United  Global,  Inc. (the
"Corporation"),  hereby  revoking  any proxy  hereinbefore  given,  does  hereby
appoint  Robert M. Rubin and David M.  Barnes,  or either of them,  as his proxy
with  full  power of  substitution,  for and in the name of the  undersigned  to
attend the Annual Meeting of the  Stockholders  to be held on Friday,  September
15, 2000 at the  offices of  Gersten,  Savage &  Kaplowitz,  LLP,  101 East 52nd
Street,  New York, NY 10022,  at 10:00 a.m. local time, and at any  adjournments
thereof,  and to vote upon all matters  specified in the notice of said meeting,
as set forth  herein,  and upon such other  business as may properly come before
the meeting, all shares of stock of said Corporation which the undersigned would
be entitled to vote if personally present at the meeting.


      THIS PROXY WHEN  PROPERLY  EXECUTED  WILL BE VOTED IN THE MANNER  DIRECTED
HEREIN BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS GIVEN,  SUCH SHARES
WILL BE  VOTED  FOR ALL  NOMINEES  FOR  DIRECTOR  IDENTIFIED  BELOW  AND FOR ALL
PROPOSALS.

1.    The Election of the following  proposed directors to hold office until the
next Annual Meeting of Stockholders or until their  successors  shall be elected
and shall  qualify:  Robert M. Rubin,  C. Dean  McLain,  Howard  Katz,  David M.
Barnes, Jeffrey Berman, Stephen Byers, Seymour Kessler and Allen Perres.

FOR ALL NOMINEES  /  /
(EXCEPT AS MARKED TO THE CONTRARY)

WITHHOLD ALL NOMINEES      /  /


AUTHORITY  TO WITHHOLD A VOTE FOR ANY OF THE ABOVE NAMED  INDIVIDUALS  SHOULD BE
INDICATED BY CLEARLY  LINING  THROUGH OR OTHERWISE  STRIKING OUT THE NAME OF THE
NOMINEE.


2.    To authorize an amendment to the Company's  Certificate  of  Incorporation
changing the Company's name to "Intertech Capital, Inc."

              / /  FOR            / /  AGAINST            / /  ABSTAIN


3.    To authorize  and approve the Company's  2000  Employee  Stock Option Plan
which  contains  options upon the  exercise of which up to  6,000,000  shares of
Common Stock would be available for issuance.


              / /  FOR            / /  AGAINST            / /  ABSTAIN


                                       87
<PAGE>

4.    To authorize  and ratify the sale of all of the assets of American  United
Products,  Inc.  and  American  United  Seal,  Inc.,  engaged  in the  Company's
Manufacturing Business to subsidiaries of Hutchinson Corporation under the terms
of the Sale  Agreement,  and to ratify of the terms of the Sale  Agreement,  all
exhibits thereto and the transactions contemplated thereby.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


5.    To authorize and ratify the issuance of shares of the Company's Series B-1
Convertible  Preferred  Stock issued in connection  with the  acquisition of Old
Connectsoft, effective as of July 31, 1996.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


6.    To authorize  and ratify the issuance of 400,000  shares of the  Company's
Series B-2  Convertible  Preferred Stock issued in connection with a $10,000,000
Private Placement in January 1997.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


7.    To authorize and ratify the amendment and  restatement  of the  employment
agreement between the Company and Robert M. Rubin, the Company's Chief Executive
Officer.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


8.    To authorize  and ratify  an amendment to  the  Company's  Certificate  of
Incorporation   reducing  the  authorized   capital  stock  from  67,700,000  to
42,700,000  shares and the authorized Common Stock from 65,000,000 to 40,000,000
shares, and removing all classifications of the Common Stock.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


                                       88
<PAGE>


9.    To  authorize  and ratify the  appointment  of  PricewaterhouseCoopers  as
independent auditors for the Company for the fiscal year ending July 31, 1999.

              / /  FOR            / /  AGAINST            / /  ABSTAIN


IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.

              / /  FOR            / /  AGAINST            / /  ABSTAIN

                         Dated: ______________________, _____[Month, Date, Year]


                                  ---------------------------------------
                                  Signature
                                  Print Name:

                                  ---------------------------------------
                                  Signature, if Jointly Held
                                  Print Name:
                                  PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
                                  HEREIN, if signing as attorney, executor,
                                  administrator, trustee or guardian, indicate
                                  such capacity. All joint tenants must sign. If
                                  a corporation, please sign in full corporate
                                  name by the president or other authorized
                                  officer. If a partnership, please sign in
                                  partnership name by an authorized person.

                                  The Board of Directors requests that you fill
                                  in the date and sign the Proxy and return it
                                  in the enclosed envelope.


                         IF THE PROXY IS NOT DATED ABOVE
                          IT WILL BE DEEMED TO BE DATED
                      ON THE DAY ON WHICH IT WAS MAILED BY
                                  THE COMPANY .


                                       89
<PAGE>

EXHIBITS.