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EXHIBIT 10.45

                              EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  entered  into as of August 12, 2002 (the  "Effective
Date") by and between  A.B.  Watley  Group Inc.,  a Delaware  corporation,  with
principal offices at 40 Wall Street,  New York, New York 10005  ("Employer") and
John  Amore,   residing  at  ___________________________________________________
("Executive").

                              W I T N E S S E T H:

A.   Employer, directly and through its subsidiaries, is engaged in the business
     of developing software for, and providing for use by its ultimate customers
     of, electronic  brokerage  services and electronic trading programs for use
     by  professional  and  other  retail  customers   including  allowing  such
     customers to trade through their own home or office computers, and services
     incident  thereto,   operating  a  block  trading  desk  and  disseminating
     financial and trading information ("Employer`s Business");

B.   Employer desires to employ Executive,  and Executive desires to accept such
     employment, on the terms and conditions set forth in this Agreement.

                              W I T N E S S E T H:

     In  consideration  of the facts mentioned  above,  and of the covenants and
conditions set forth below, the parties agree as follows:

     1.   EMPLOYMENT.

          (a)  During the Term of  Employment  as defined in Section 2, Employer
               agrees  to  employ  Executive  as an  executive,  subject  to the
               direction  and control at all times of the Board of  Directors of
               Employer (the "Board") and the Board.  Executive agrees to act in
               the  foregoing  capacity,   in  accordance  with  the  terms  and
               conditions  contained in this Agreement.  Executive will have the
               title of interim Chief Executive  Officer of Employer,  and shall
               become  Chief  Executive  Officer no later than  October 15, 2002
               (unless before such date a third-party  background  check reveals
               criminal or other prior egregious  conduct by Executive).  For so
               long as Executive remains an employee of Employer, Employer shall
               use its best  efforts to secure the  election  and  retention  of
               Executive to the Board.

          (b)  During   the  Term  of   Employment,   Executive   shall   devote
               substantially  all of his working time to Employer`s  Business as
               conducted from time to time.  Executive shall render services and
               serve  on  the  Board,   without  additional   compensation,   in
               connection with the operation of Employer`s  Business,  including
               activities of affiliates and  subsidiaries of the Employer as may
               exist from time to time. Notwithstanding any of the foregoing, it
               is  expressly  agreed  and  understood  that  Executive  shall be
               entitled to spend a reasonable  amount of his working time on (i)
               charitable  activities  and personal  investments  and (ii) other
               business-related ventures subject to approval by the Board, which
               shall not be unreasonably withheld.




<PAGE>

     2.   TERM.

          The initial term of Executive`s  employment under this Agreement shall
          commence on the date hereof and shall  continue  for a period of three
          years  (the  "Initial  Term").  Thereafter,  this  Agreement  shall be
          automatically  renewed and extended for consecutive  one-year  renewal
          terms,  unless Executive  provides 90 days` written notice or Employer
          provides  135  days`  written  notice  of  non-renewal  prior  to  the
          expiration of the Initial Term or any renewal term (each such one-year
          renewal period, a "Renewal  Term").  The Initial Term and each Renewal
          Term are subject to earlier termination as set forth in Section 5. The
          actual term of employment is defined as "Term of Employment."

     3.   COMPENSATION.

          (a)  For the first year of the Term of Employment,  Employer shall pay
               to Executive an annual base salary of $250,000.00  per annum (the
               "Annual  Base  Salary").  Thereafter,  the amount of  Executive`s
               Annual  Base  Salary  shall be  subject  to annual  review by the
               Board; provided,  however, that in no event shall the Annual Base
               Salary  be less  than  $250,000.00.  For each year of the Term of
               Employment,  the Annual  Base  Salary  shall be  increased  to an
               amount not less than  Executive`s  Annual  Base  Salary as of the
               immediately  preceding year,  multiplied by a fraction,  not less
               than one, the  numerator of which is the Consumer  Price Index --
               Wages  (the  "CPIW")  for the  then-current  January  1,  and the
               denominator  of  which  is the  CPIW  for the  immediately  prior
               January 1. Any amount to which Executive`s  Annual Base Salary is
               increased  shall not be reduced after any such increase,  and the
               term "Annual Base Salary" as used in this  Agreement  shall refer
               to the Annual Base Salary as so increased.  All payments shall be
               made in equal  monthly  installments,  in arrears,  or such other
               installments as may be consistent  with the payroll  practices of
               Employer for its senior executives.

          (b)  Upon commencement of employment,  Executive shall (i) be entitled
               to receive a signing  bonus of $75,000.00 in cash payable at such
               time  as  the  three  senior   managers   (including   Executive)
               reasonably  determine that Employer has sufficient available cash
               (but in no event  later  than  December  31,  2002),  and (ii) be
               issued two  options to  purchase a total of  1,300,000  shares of
               common  stock of Employer at the  average  closing  price of such
               shares over the five trading days immediately  preceding the date
               of grant, and otherwise subject to the terms of an equity plan of
               Employer,  and an award agreement between Executive and Employer.
               The first such option shall be exercisable for 1,000,000  shares,
               and the option shall be immediately  fully vested and exercisable
               with  respect of  one-half  of the shares  subject  thereto,  the
               option shall become  fully vested and  exercisable  in respect of
               one-quarter   of  the  shares   subject   thereto  on  the  first
               anniversary  of the Effective  Date,  and the option shall become
               fully vested and  exercisable  on the second  anniversary  of the
               Effective  Date in respect of the  remaining  one-quarter  of the
               shares  subject  thereto.  The second option shall be exercisable
               for 300,000 shares,  and the option shall become fully vested and
               exercisable in respect of one-half of the shares subject  thereto
               on each of the  first two  anniversaries  of the  Effective  Date
               (with full vesting and exercisability on the second anniversary).

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<PAGE>

          (c)  In addition to the compensation set forth above,  Executive shall
               be entitled to receive a semi-annual bonus in accordance with the
               terms of the  semi-annual  bonus  pool set  forth  on  Exhibit  A
               attached hereto and incorporated herein by reference,  subject to
               shareholder  approval intended to satisfy the rules under Section
               162(m) of the  Internal  Revenue  Code of 1986,  as amended  (the
               "Code")  for  performance-based  compensation,  for fiscal  years
               ending  after  September  30, 2002.  Employer  shall use its best
               efforts to procure such shareholder approval,  and, failing to do
               so, in consultation with Executive,  Employer agrees to negotiate
               in  good  faith  with  Executive  for  the  implementation  of  a
               reasonable  alternative,  for which  Employer  will again use its
               best efforts to obtain shareholder approval.

          (d)  It is  expressly  acknowledged  and  agreed  that,  to the extent
               permitted  by  applicable  law,  any option  granted to Executive
               hereunder  shall be qualified as an "incentive  stock option," as
               defined under Section 422(b) of the Code.

          (e)  Employer  shall  (i) use its  best  efforts  to have  the  shares
               subject  to all  options  granted to  Executive  be subject to an
               effective   registration   statement   on  Form  S-8  or  another
               applicable  registration form, and (ii) have all option grants be
               exempt   under  Rule  16b-3  of  the   Securities   and  Exchange
               Commission.

     4.   ADDITIONAL EXECUTIVE BENEFITS.

          (a)  Employer shall reimburse  Executive in accordance with Employer`s
               policies  for all  expenses  reasonably  incurred by Executive in
               connection with the performance of Executive`s  duties under this
               Agreement;  provided  that  Executive  shall submit proof of such
               expenses  prior to  reimbursement  within a reasonable  amount of
               time following such expenses.

          (b)  Executive  shall be permitted  during the Term of  Employment  to
               participate  in any group  life,  hospitalization  or  disability
               insurance plans, health programs, stock option plans, pension and
               profit  sharing plans and similar  benefits that may be available
               to other senior  executives  of Employer  generally,  on the same
               terms as such other  executives,  in each case to the extent that
               Executive is eligible  under the terms of such plans or programs.
               Notwithstanding  the generality of the foregoing,  Employer shall
               provide  and pay  for the  following  benefits:  $1,000,000  life
               insurance  coverage for the first year of the Term of Employment,
               and commencing when Employer first has sufficient  available cash
               to begin paying therefor,  as reasonably  determined by the three
               senior  managers  (including  Executive)  (i) such life insurance
               shall be  increased to  $2,000,000  and (ii)  Executive  shall be
               covered  by  disability   insurance  benefits  equal  to  60%  of
               Executive`s annual salary plus target bonus. Once increased,  the
               level of benefits and  perquisites in the  immediately  preceding
               sentence  shall  not be  decreased  without  Executive`s  written
               consent.

     5.   TERMINATION.

     5.1  TERMINATION FOR CAUSE; TERMINATION WITHOUT GOOD REASON.

          (a)  Employer  may  terminate  this  Agreement  for Cause (as  defined
               below),  and Executive may terminate his employment  without Good
               Reason (as defined  below) upon written  notice to  Employer.  If

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<PAGE>

               Employer terminates  Executive for Cause, or Executive terminates
               his employment and the termination by Executive is not covered by
               Section  5.2, 5.3 or 5.4,  Executive  shall  receive  Annual Base
               Salary and other benefits earned and accrued under this Agreement
               prior to the effective date of the termination of employment (and
               reimbursement under this Agreement for expenses incurred prior to
               the effective date of the termination of employment).

          (b)  "Cause" within the meaning of this  Agreement  shall mean any one
               of:

               (i)  Executive`s material breach of the provisions of Section 6;

               (ii) Executive`s  material and willful failure or refusal on more
                    than one occasion  (in each case,  of which he is made aware
                    in writing by  Employer  promptly  and in no event more than
                    seven  days  after  such  failure  or  refusal)  to  perform
                    Executive`s  duties in accordance with Section 1 hereof,  if
                    there is a demonstrable adverse affect to Employer;

               (iii)willful  failure on more than one occasion by Executive  (in
                    each case,  of which he is made aware in writing by Employer
                    promptly  and in no event  more than  seven  days after such
                    failure)  to  comply  in  any  material   respect  with  any
                    reasonable written policies or directives of the Board; or

               (iv) Executive  is  convicted  of,  or  pleads  guilty  (or  nolo
                    contendre)  to, any felony  (but not any  traffic or similar
                    infraction) or crime involving  fraud,  misappropriation  or
                    embezzlement against Employer;

provided that (x) no conduct by Executive  shall be deemed  willful for purposes
of this Section 5.1 if Executive believed in good faith that such conduct was in
or not  opposed to the best  interests  of  Employer,  and (y) Cause shall in no
event be deemed to exist (1) with respect to clauses (i),  (ii) and (iii) above,
unless  Executive  shall  have  first  received  written  notice  from the Board
advising  Executive of the specific  acts or omissions  alleged to  constitute a
failure or breach giving rise expressly to Cause hereunder,  and such failure or
breach continues after Executive shall have had a reasonable  opportunity (which
shall be  defined  as a period of time  consisting  of at least 15 days from the
date  Executive  receives  said  notice) to  correct  the acts or  omissions  so
complained  of, and (2) except upon a finding  reflected in a resolution  of the
Board approved by at least 75% of the members of the Board,  whose finding shall
not be binding  upon or entitled to any  deference by any court,  arbitrator  or
other decision-maker  ruling on this Agreement,  at a meeting to which Executive
(and Executive`s counsel) shall be invited upon proper notice.

     5.2  TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.

          (a)  Employer may terminate Executive`s employment at any time for any
               reason or no  reason  and  Executive  may  terminate  Executive`s
               employment with Employer for Good Reason. If Employer  terminates
               Executive`s  employment  and the  termination  is not  covered by
               Section 5.1, 5.3 or 5.4, or Executive  terminates  his employment
               for Good Reason and the  termination  by Executive is not covered
               by Section 5.4, (i) Executive shall receive no later than 30 days
               after such  termination (A) Annual Base Salary and other benefits
               earned  and  accrued  under this  Agreement  prior to the date of
               termination (and reimbursement  under this Agreement for expenses
               incurred  prior to the date of  termination)  and (B) a  prorated
               bonus through the date of termination based on the highest annual

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<PAGE>

               bonus  either  paid in any prior year or  potentially  payable to
               Executive in the year of such  termination;  (ii) Executive shall
               be  entitled  to receive  (A) an amount  equal to the  Applicable
               Factor (as defined  below) times  Executive`s  Annual Base Salary
               (as in effect on the effective date of such termination), payable
               no later than 30 days after such termination, (B) an amount equal
               to the  Applicable  Factor times (x) if such  termination  occurs
               within the first year of the Initial  Term,  the  maximum  annual
               bonus that would be otherwise  payable  under Section 3(c) or (y)
               if such  termination  occurs  after the first year of the Initial
               Term,  the  greater of (1) the  maximum  potential  annual  bonus
               payable under 3(c) in the year of termination and (2) the highest
               annual bonus paid during the Term of Employment, payable no later
               than 30 days  after  such  termination,  and (C) for a number  of
               years  equal  to  the  Applicable  Factor  after  termination  of
               employment (x) such  continuing  health  benefits  (including any
               medical,  vision and dental  benefits)  under  Employer`s  health
               plans and programs  applicable  to senior  executives of Employer
               generally as Executive  would have received  under this Agreement
               (and at such costs to  Executive)  as would  have  applied in the
               absence  of  such  termination;   provided  that  Employer  shall
               continue to be required to provide such coverage  after such time
               as Executive  becomes  entitled to receive  health  benefits from
               another  employer or  recipient  of  Executive`s  services to the
               extent that the benefits  being  provided  hereunder  are greater
               than the  benefits to which  Executive  has  subsequently  become
               entitled;  and provided,  further,  that all "COBRA" continuation
               periods  shall  commence  upon the  expiration  of the  continued
               coverage provided for under this Section 5.2(b)(ii) without being
               reduced by the period of such continued  coverage;  (y) an amount
               reasonably  equivalent  economically  to the  pension  and  other
               retirement  benefits  Executive  would have received if Executive
               remained employed for such period;  and (z) continuing payment or
               reimbursement  for the benefits  provided under Section 4(b); and
               (iii) all outstanding  unvested  options and other equity held by
               Executive shall vest and become immediately exercisable and shall
               otherwise  be  exercisable  in  accordance  with their  terms and
               Executive  shall become  vested in any pension or other  deferred
               compensation other than pension or deferred  compensation under a
               plan intended to be qualified  under Section  401(a) or 403(a) of
               the Code.  The  "Applicable  Factor"  is the  greater  of (i) the
               number of years (including  fractions  thereof)  remaining in the
               term  of  employment  (as   determined   without  regard  to  the
               termination) and (ii) 2.

          (b)  For purposes of this Agreement,  "Good Reason" shall mean, unless
               otherwise consented to in writing by Executive,

                    (i) the material reduction of Executive`s title,  authority,
                    duties or  responsibilities,  or the assignment to Executive
                    of duties materially inconsistent with Executive`s positions
                    with  Employer  as  stated in  Section 1 hereof  (including,
                    without limitation, a failure of Executive to continue to be
                    elected  (after having been elected) to serve as a member of
                    the Board);

                    (ii) (A) a reduction  in the Annual Base Salary of Executive
                    or the failure to provide for the increases thereto required
                    by this  Agreement,  (B) any  failure  to  comply  with  the
                    provisions of Section 3(c) (relating to certain arrangements
                    governing  bonuses),  or (C) without limiting the foregoing,
                    any  failure to pay the Annual  Base  Salary or any bonus to
                    Executive  in  accordance  with  Section  3(b) or  3(c),  as
                    applicable  if such failure is not cured by Employer  within
                    five days of notice of such failure  (provided that Employer
                    shall not have repeated rights to cure);


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<PAGE>

                    (iii) the relocation of  Executive`s  office to more than 25
                    miles from New York City;

                    (iv)  Employer`s   failure  to  pay  Executive  any  amounts
                    otherwise due hereunder or under any plan, policy,  program,
                    agreement,  arrangement  or other  commitment of Employer if
                    such  failure  is not  cured by  Employer  within 15 days of
                    notice of such failure;

                    (v) the failure by Employer to obtain an  agreement  in form
                    and substance reasonably  satisfactory to Executive from any
                    successor to the business of Employer to assume and agree to
                    perform this Agreement; or

                    (vi)  any  other   material   breach  by  Employer  of  this
                    Agreement.

          (c)  For purposes of this Section 5, if Executive`s  employment is not
               terminated  under this  Section 5 before the Initial  Term or any
               Renewal Term would  otherwise  expire  under  Section 2, then any
               termination  of  employment  at the  expiration  of the  Term  of
               Employment,   after  a  notice  of  non-renewal  by  Employer  as
               contemplated by Section 2, which termination is not a termination
               for Cause by the  Company  covered  by  Section  5.1 and is not a
               termination  covered by Section 5.3 or 5.4, shall be treated as a
               termination  by  Executive  for Good  Reason  covered  under this
               Section  5.2,  except  that  (i) the  Applicable  Factor  for all
               purposes  (other than for  purposes of clause  (ii)(C) of Section
               5.2(a))  shall be 1.5 (and  shall  remain as 2 in respect of such
               clause),  and (ii) the amount of the payments  provided for under
               clauses  (ii)(A)  and  (ii)(B) of the second  sentence of Section
               5.2(a)  shall be paid in  substantially  equal  payments (or more
               frequently if salary is paid more  frequently) on a monthly basis
               over the 18-month period commencing with such termination (rather
               than in a lump sum) for so long as  Executive  complies  with the
               restrictions set forth in Section 6.1 (including  during any part
               of such 18-month period which is after the Restricted  Period (as
               defined below)).

          5.3  TERMINATION UPON DEATH OR DISABILITY.

         If Executive  dies during the Term of  Employment,  the  obligations of
Employer to or with  respect to  Executive  shall  terminate  in their  entirety
except as  otherwise  provided  under this  Section  5.3. If  Executive  becomes
disabled for purposes of Employer`s  long-term  disability plan,  Employer shall
have the right,  to the extent  permitted by law, to terminate the employment of
Executive upon notice in writing to Executive;  provided that Employer will have
no right to terminate  Executive`s  employment if, in the opinion of a qualified
physician  reasonably  acceptable  to Employer,  it is  reasonably  certain that
Executive will be able to resume Executive`s duties on a regular full-time basis
within 30 days of the date Executive  receives notice of such termination.  Upon
death or other termination of employment by virtue of disability,  (i) Executive
(or Executive`s  estate or  beneficiaries in the case of the death of Executive)
shall  receive  no later than 30 days after  such  termination  (A) Annual  Base
Salary and other benefits  earned and accrued under this Agreement  prior to the
date of  termination  (and  reimbursement  under  this  Agreement  for  expenses
incurred prior to the date of termination)  and (B) a prorated bonus through the
date of  termination  based on the highest annual bonus either paid in any prior
year or potentially  payable to Executive in the year of such termination,  (ii)
Executive (or Executive`s  estate or  beneficiaries  in the case of the death of
Executive)  shall  be  entitled  to  receive  any and all  applicable  insurance
proceeds;  and (iii) all outstanding  unvested  options and other equity held by
Executive shall vest and become  immediately  exercisable and shall otherwise be
exercisable in accordance  with their terms and Executive shall become vested in
any  pension  or other  deferred  compensation  other than  pension or  deferred
compensation  under a plan  intended to be  qualified  under  Section  401(a) or
403(a) of the Code.


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         Notwithstanding  the  foregoing,  this Section 5.3 shall not apply to a
termination  within  the  six-month  period to follow a Change  of  Control  (as
defined  below)  on  account  of  death  or  disability,  but,  rather,  such  a
termination shall be covered by Section 5.4.

          5.4  CERTAIN TERMINATIONS AFTER CHANGE OF CONTROL.

          (a)  If, after a Change of Control,  (i) during the  six-month  period
               immediately  following  a Change of Control,  either  Employer or
               Executive terminates  Executive`s employment for any reason or no
               reason,  or (ii)  Executive is terminated at any time by Employer
               without Cause or Executive  terminates  his  employment  for Good
               Reason,  then  Executive  shall  receive  or be  entitled  to (as
               applicable) the payments, benefits and accelerations set forth in
               Section 5.2(a), except that for purposes of this Section 5.4, the
               Applicable Factor shall equal three.

          (b)  For  purposes of this  Agreement,  "Change of Control"  means the
               occurrence of one of the following:

                    (i) a "person"  or "group"  within the  meaning of  Sections
                    13(d) and 14(d) of the  Securities  and Exchange Act of 1934
                    (the "Exchange Act"), becomes the "beneficial owner" (within
                    the  meaning  of  Rule  13d-3  under  the  Exchange  Act) of
                    securities of Employer (including options,  warrants, rights
                    and convertible and  exchangeable  securities)  representing
                    25% or more of the combined  voting power of Employer`s then
                    outstanding  securities  in any  one or  more  transactions;
                    provided,  however, that purchases by employee benefit plans
                    of Employer or by Steve Malin,  Robert Malin, or Linda Malin
                    (or family or  charitable  trusts  controlled  thereby),  or
                    Employer or its affiliates shall be disregarded;

                    (ii) the  approval  of any sale,  lease,  exchange  or other
                    transfer  (in  one   transaction  or  a  series  of  related
                    transactions) of all, or substantially all, of the operating
                    assets of Employer,  other than an internal restructuring of
                    Employer;

                    (iii)  the  approval  of a  merger  or  consolidation,  or a
                    transaction  having a similar  effect  unless  such  merger,
                    consolidation or similar transaction is with a subsidiary of
                    Employer  or with  another  company,  a  majority  of  whose
                    outstanding  capital  stock is owned by the same  persons or
                    entities who own a majority of Employer`s outstanding common
                    stock (the "Common Stock") at such time,  where (A) Employer
                    is not the  surviving  corporation,  (B) the majority of the
                    Common   Stock  of   Employer  is  no  longer  held  by  the
                    stockholders   of   Employer   immediately   prior   to  the
                    transaction,  or (C)  Employer`s  Common  Stock is converted
                    into cash,  securities  or other  property  (other  than the
                    common stock of a company into which Employer is merged); or

                    (iv) a majority  of the members of the Board are not persons
                    who (A) had been  directors  of  Employer  for at least  the
                    preceding 24  consecutive  months or (B) when they initially
                    were elected to the Board,  (I) were nominated (if they were
                    elected  by the  stockholders)  or  elected  (if  they  were
                    elected  by the  directors)  with  the  affirmative  vote of
                    two-thirds of the directors  who were  Continuing  Directors
                    (as defined below) at the time of the nomination or election
                    by the  Board and (II)  were not  elected  as a result of an
                    actual or threatened  solicitation of proxies or consents by
                    a person  other than the Board or an  agreement  intended to
                    avoid or settle  such a proxy  solicitation  (the  directors

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                    described   in  clauses   (A)  and  (B)  being   "Continuing
                    Directors").

     6.   Non-Competition,   Non-Solicitation,   Non-Disclosure,   Shop  Rights,
          INSIDER TRADING AND JURISDICTIONAL MATTERS.

     6.1  NON-COMPETITION.

          As a material  inducement to Employer to enter into this Agreement and
to perform its obligations  hereunder,  Executive  covenants and agrees that (a)
with  respect  to  clauses  (i) and  (ii)  hereof,  during  Executive`s  Term of
Employment  with Employer  (the  "Restricted  Period"),  and (b) with respect to
clause (ii),  for a period of one year  thereafter,  neither  Executive,  any of
Executive`s  agents nor anyone acting on Executive`s  behalf,  shall directly or
indirectly,  either  as  an  employee,  employer,  agent,  investor,  principal,
partner, shareholder (except as a holder of less than five percent of the issued
and outstanding voting stock of a publicly held corporation), corporate officer,
director,  independent contractor,  or in any other individual or representative
capacity,  engage or  participate  in engage or participate in any entity (other
than Employer) engaged in (i) Employer`s Business as it relates to the operation
of a proprietary  block business,  or (ii) Employer`s  Business as it relates to
online or electronic  brokerage or trading  activities or facilities  for retail
clients,  in the United  States or any  foreign  country in which  Employer  has
offices;  provided,  that,  nothing  contained in this Section 6.1 shall prevent
Executive from participating in any activities described in Section 1(b).

     6.2  NON-SOLICITATION; NON-DISPARAGEMENT.

          During the Restricted  Period and for a period of one year thereafter,
Executive  covenants and agrees that Executive will not, directly or indirectly,
either for itself or for any other  person or business  entity,  (i) solicit any
employee of Employer to terminate his employment with Employer,  or (ii) solicit
any client of Employer.  Notwithstanding  the  foregoing,  after the  Restricted
Period, Executive may solicit any employee or trader of Employer associated with
Employer`s  proprietary  block business to terminate his or her employment  with
Employer,  and  solicit  any  client  of  Employer  associated  with  Employer`s
proprietary  block  business.  During  the  Restricted  Period  and  thereafter,
Executive and Employer agree not to make any disparaging  statements  concerning
the other  party,  other  than as may be  required  by legal  process,  it being
understood  and  agreed  that this  sentence  is not  intended  to and shall not
prohibit Executive from making any comparative  statement favorable to Executive
in connection  with any competitive  activity which is not prohibited  under the
terms of this Agreement.

     6.3  NON-DISCLOSURE AND NON-USE.

          (a)  DESCRIPTION  OF  CONFIDENTIAL  INFORMATION.  For purposes of this
               Section,   "Confidential   Information"   means  any  information
               disclosed during the Restricted  Period,  which is clearly either
               marked  or  reasonably   understood  as  being   confidential  or
               proprietary including,  but not limited to, information disclosed
               in discussions  between the parties in connection  with technical
               information,  data,  proposals  and other  documents  of Employer
               pertaining to its business, products, services, finances, product
               designs,  plans,  customer  lists,  public  relations  and  other
               marketing   information   and  other   unpublished   information.
               Confidential  Information  shall  include all tangible  materials
               containing  Confidential  Information including,  but not limited
               to,  written or printed  documents and computer  disks and tapes,
               whether machine or user readable.

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          (b)  STANDARD   OF  CARE.   Executive   shall   protect   Confidential
               Information  from  disclosure  to any  person  other  than  other
               executives, Board members, employees, agents, and representatives
               of Employer who have a need to know,  by using the same degree of
               care,  but no less than a reasonable  degree of care,  to prevent
               the   unauthorized   use,   dissemination,   or   publication  of
               Confidential  Information  as  Executive  is  required  to use to
               protect such Confidential Information.

          (c)  EXCLUSION. This Section imposes no obligation upon Executive with
               respect to information  that:  (i) was in Executive`s  possession
               before  receipt  from  Employer;  (ii) is or  becomes a matter of
               public  knowledge  through  no  fault  of  Executive;   (iii)  is
               rightfully  received by Executive from a third party who does not
               have a duty of confidentiality; (iv) is disclosed under operation
               of law, except that Executive will disclose only such information
               as is legally required and give Employer prompt prior notice;  or
               (v) is disclosed  by  Executive  with  Employer`s  prior  written
               consent.

          (d)  INTELLECTUAL  PROPERTY.  Executive  hereby  agrees to disclose to
               Employer all work product developed by Executive within the scope
               of his  employment,  except as  otherwise  permitted by the Board
               (the "Work Product").  Both parties acknowledge and agree that if
               any Work Product or any portion thereof is copyrightable, it will
               be deemed a "work  made for hire," as such term is defined in the
               Federal  Copyright  Act,  17  U.S.C.  Section  101 et  seq.,  and
               Employer  will own all right,  title and  interest  in and to the
               Work   Product.    Notwithstanding   the   foregoing,    Employer
               acknowledges  and agrees (i) that Executive  brings to Employer a
               substantial   accumulation   of   ideas,   concepts,    know-how,
               techniques,  data,  modules,   components,   designs,  utilities,
               interfaces,    templates,    subroutines,    analyses,   methods,
               algorithms, formulas, technical information,  specifications, and
               other  pre-existing  materials  used or developed by Executive in
               the  course  of his  work  performed  outside  the  scope  of his
               employment  for  Employer,  and that there  also  exists and will
               exist an accumulation of general ideas, general concepts, general
               know-how,  general  techniques,  and  general  methods  gained or
               learned by Executive during the performance of his employment for
               Employer  (all  of the  foregoing  accumulations,  the  "Residual
               Information"),  and (ii) that nothing contained in this Agreement
               is  intended  to or  shall  restrict  Executive  from  using  the
               Residual Information for any purpose whatsoever.

          (e)  STOCK  TRADING.   If  the  information   disclosed  hereunder  is
               material,  non-public information about Employer,  then Executive
               agrees  not to trade in the  securities  of  Employer,  or in the
               securities of or any  appropriate  and relevant third party until
               such time as no  violation  of the  applicable  federal and state
               securities laws would result from such securities trading.

          (f)  RETURN OF CONFIDENTIAL  INFORMATION.  Executive will  immediately
               destroy or return all tangible  material  embodying  Confidential
               Information (in any form and including,  without limitation,  all
               summaries,  copies and excerpts of Confidential Information) upon
               the earlier of (i) the  completion or termination of the dealings
               between the Employer and Executive  under this  Agreement or (ii)
               at such time that Employer may so request.

          (g)  NOTICE OF BREACH.  Executive  shall notify  Employer  immediately
               upon  discovery  of  any   unauthorized   use  or  disclosure  of
               Confidential Information, or any other breach of the Agreement by
               Executive,  and will cooperate with Employer in every  reasonable
               way  to  help  Employer   regain   possession   of   Confidential
               Information and prevents its further unauthorized use.

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<PAGE>

     7.   REPRESENTATION BY EXECUTIVE.

          Executive hereby represents and warrants that he is not a party to any
agreement, whether oral or written, which would prohibit him from being employed
by Employer.

     8.   INJUNCTIVE RELIEF.

          The parties  acknowledge that the services to be rendered hereunder by
Executive are special,  unique and of extraordinary  character,  and that in the
event of a breach or a  threatened  breach of  Executive  of any of  Executive`s
obligations  under  Section  6 of this  Agreement,  Employer  will  not  have an
adequate  remedy at law.  Accordingly,  in the event of any breach or threatened
breach by Executive, Employer shall be entitled to such equitable and injunctive
relief  as may be  available  to  restrain  Executive  and any  business,  firm,
partnership,  individual,  corporation or entity  participating in the breach of
Section 6 of this  Agreement.  Nothing in this  Agreement  shall be construed as
prohibiting  Employer  from  pursing any other  remedies  available at law or in
equity for such breach or threatened  breach,  including the recovery of damages
and  the  immediate  termination  of the  employment  of  Executive  under  this
Agreement.

     9.   NOTICES.

          All  notices  shall be in writing  and shall be  delivered  personally
(including  by  courier),  sent  by  facsimile  transmission  (with  appropriate
documented receipt thereof), by overnight receipted courier service (such as UPS
or Federal  Express) or sent by certified,  registered or express mail,  postage
prepaid,  to the  parties at their  address set forth at the  beginning  of this
Agreement  with  Employer`s  copy being sent to Employer  at its then  principal
office. Any such notice shall be deemed given when so delivered  personally,  or
if sent by facsimile  transmission,  when  transmitted,  or, if mailed, 48 hours
after  the date of  deposit  in the  mail.  Any party  may,  by notice  given in
accordance with this Section 9 to the other party,  designate another address or
person for  receipt of notices  hereunder.  Copies of any notices to be given to
Employer shall be given simultaneously to: [Richard Friedman].

     10.  MISCELLANEOUS.

          (a)  This  Agreement  shall be  governed  in all  respects,  including
               validity,  construction,  interpretation  and effect, by New York
               law.

          (b)  This Agreement may be amended,  superseded,  canceled, renewed or
               extended,  and the terms hereof may be waived,  only by a written
               instrument  signed by authorized  representatives  of the parties
               or, in the case of a waiver,  by an authorized  representative of
               the party waiving compliance. No such written instrument shall be
               effective  unless it  expressly  recites  that it is  intended to
               amend,  supersede,  cancel,  renew or extend this Agreement or to
               waive  compliance  with one or more of the terms  hereof,  as the
               case may be. No delay on the part of any party in exercising  any
               right,  power or privilege  hereunder  shall  operate as a waiver
               thereof,  nor  shall  any  waiver on the part of any party of any
               such right, power or privilege, or any single or partial exercise
               of any such  right,  power or  privilege,  preclude  any  further
               exercise  thereof or the exercise of any other such right,  power
               or  privilege.  The  rights  and  remedies  herein  provided  are

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<PAGE>

               cumulative  and are not  exclusive of any rights or remedies that
               any party may otherwise have at law or in equity.

          (c)  Any  controversy  or claim  arising  out of or  relating  to this
               Agreement or the breach of this Agreement that is not resolved by
               Executive  and Employer  (or its  affiliates,  where  applicable)
               shall  be  submitted  to  arbitration  in New  York,  New York in
               accordance  with New York law and the  procedures of the American
               Arbitration  Association.  The determination of the arbitrator(s)
               shall be conclusive  and binding on Employer (or its  affiliates,
               where  applicable)  and  Executive and judgment may be entered on
               the arbitrator(s)` award in any court having jurisdiction.

          (d)  Employer  shall pay, at least  monthly,  all costs and  expenses,
               including  attorneys`  fees and  disbursements,  of Employer  and
               Executive in connection with (i) the preparation, negotiation and
               execution  of this  Agreement  and  (ii)  any  legal  proceeding,
               whether or not  instituted by Employer or Executive,  relating to
               the  interpretation  or  enforcement  of any  provision  of  this
               Agreement;  provided that if Executive  institutes the proceeding
               and Employer prevails on each and every material issue, Executive
               shall pay his own costs and  expenses,  and  promptly  (and in no
               event more than 60 days after demand therefor by Employer) return
               to Employer any amounts  previously  paid by Employer  under this
               Section 10(d)(ii).

          (e)  If  any  provision  or  any  portion  of any  provision  of  this
               Agreement or the application of any such provision or any portion
               thereof to any person or  circumstance,  shall be held invalid or
               unenforceable,  the remaining  portion of such  provision and the
               remaining  provisions of this  Agreement,  or the  application of
               such provision or portion of such provision as is held invalid or
               unenforceable to persons or circumstances  other than those as to
               which it is held invalid or unenforceable,  shall not be affected
               thereby and such  provision or portion of any  provision as shall
               have been held invalid or  unenforceable  shall be deemed limited
               or  modified  to the  extent  necessary  to  make  it  valid  and
               enforceable; in no event shall this Agreement be rendered void or
               unenforceable.

          (f)  The  headings  to  the  Sections  of  this   Agreement   are  for
               convenience  of reference  only and shall not be given any effect
               in the construction or enforcement of this Agreement.

          (g)  This Agreement  shall inure to the benefit of and be binding upon
               the  successor  and assigns of Employer,  but no interest in this
               Agreement shall be  transferable  in any manner by Executive.  In
               the event of any sale,  transfer or other  disposition  of all or
               substantially  all of Employer`s  assets or business,  whether by
               merger,   consolidation  or  otherwise,   Employer`s  obligations
               hereunder  shall be assigned to, and assumed by, the successor or
               successors   of   Employer;   provided   that   Employer   shall,
               notwithstanding such assignment and assumption, remain liable and
               otherwise  responsible  for  the  fulfillment  of the  terms  and
               conditions of this Agreement.

          (h)  This Agreement constitutes the entire agreement and understanding
               between  the  parties  and  supersedes  all  prior   discussions,
               agreements  and  undertakings,  written or oral, of any and every
               nature with respect thereto.


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<PAGE>

          (i)  This  Agreement may be executed by the parties hereto in separate
               counterparts  which  together  shall  constitute one and the same
               instrument.

          (j)  In the event of the  termination or expiration of this Agreement,
               the  provisions  of Sections 5, 6, 7 and 8 hereof shall remain in
               full force and effect, in accordance with their respective terms.

          (k)  Executive  shall,  at all times,  be  indemnified  by Employer in
               connection  with his  performance of services  hereunder,  at the
               maximum level  permitted by law.  Employer shall cause  Executive
               (together with other officers and directors) to be covered at all
               times by directors  and officers  liability  insurance  with such
               coverage to be not less than $5,000,000.  Employer shall continue
               to  indemnify  Executive  as  provided  above and  maintain  such
               liability  insurance  coverage for  Executive,  after the Term of
               Employment  has ended for any claims that may be made against him
               with respect to his service as a director or officer of Employer.

          (l)  Executive shall not be required to mitigate damages or the amount
               of any payment provided for under this Agreement by seeking other
               employment  or  otherwise,  nor will any  payments  hereunder  be
               subject to offset in the event Executive does mitigate.

          (m)  If all,  or any  portion,  of the  payments  provided  under this
               Agreement,  either  alone or  together  with other  payments  and
               benefits which Executive  receives or is entitled to receive from
               Employer or an affiliate,  would constitute an "excess  parachute
               payment"  within the meaning of Section 280G of the Code (whether
               or not under an existing plan,  arrangement  or other  agreement)
               (each such parachute payment, a "Parachute  Payment"),  and would
               result in the  imposition  on  Executive  of an excise  tax under
               Section 4999 of the Code, then, in addition to any other benefits
               to which  Executive is entitled under this  Agreement,  Executive
               shall be paid by  Employer  an amount in cash equal to the sum of
               the excise  taxes  payable by  Executive  by reason of  receiving
               Parachute  Payments plus the amount necessary to put Executive in
               the same  after-tax  position  (taking  into  account any and all
               applicable federal, state and local excise, income or other taxes
               at the  highest  possible  applicable  rates  on  such  Parachute
               Payments  (including  without  limitation any payments under this
               Section  10(m))  as if no  excise  taxes  had been  imposed  with
               respect to Parachute  Payments (the  "Parachute  Gross-up").  The
               amount of any payment  under this Section 10(m) shall be computed
               by a certified  public  accounting  firm of  national  reputation
               reasonably selected by Executive.  If Employer desires to dispute
               the computation  rendered by such accounting  firm,  Employer may
               select  an  alternative   certified  public  accounting  firm  of
               national  reputation to perform the applicable  computations.  If
               the two  accounting  firms  cannot  agree upon the  computations,
               Executive  and Employer  will jointly  appoint a third  certified
               public  accounting  firm  of  national   reputation,   reasonably
               acceptable  to Executive  and  Employer,  within 10 calendar days
               after the two conflicting  computations have been rendered.  Such
               third  accounting  firm  shall be asked to  determine  within  30
               calendar days the  computation  of the  Parachute  Gross-up to be
               paid to Executive, and payments shall be made accordingly. In any
               event,  Employer  will  pay to  Executive  or pay on  Executive`s
               behalf the Parachute  Gross-up as computed by the accounting firm
               initially  selected by Executive by the time any taxes payable by
               Executive as a result of the Parachute  Payments become due, with

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<PAGE>

               Executive  agreeing to return the excess  amount of such  payment
               over the final computation rendered from the process described in
               this  Section  10(m).  Executive  and  Employer  will provide the
               accounting  firms with all information  which any accounting firm
               reasonably deems necessary in computing the Parachute Gross-up to
               be made available to Executive.  The costs and expenses of all of
               the  accounting   firms  retained  to  perform  the  computations
               described above shall be borne by Employer.



     IN WITNESS WHEREOF,  this Agreement has been executed as of the date stated
at the beginning of this Agreement.

                              A.B. Watley Group Inc.



                              By:      ______________________________________

                              Title:   ______________________________________



                              -----------------------------------------------
                              John Amore



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