ATLANTIC INTERNATIONAL ENTERTAINMENT
                              EMPLOYMENT AGREEMENT

            EMPLOYMENT  AGREEMENT  effective as of the 1st day of May,  1997, by
and between NORMAN J. HOSKIN, an individual  residing at 2401 Coconut Road, Boca
Raton, FL 33432 ("Executive"), and ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD., a
Delaware  corporation  with its principal  offices at 2200 Corporate  Boulevard,
Suite 317, Boca Raton, FL 33431 (the "Company").

                              W I T N E S S E T H:

            WHEREAS,  the  Company,   through  its  wholly-owned  or  controlled
subsidiaries, is engaged in a variety of businesses,  including gaming, wagering
and internet software development and related  telecommunications  and financial
advisory and business consulting services; and

            WHEREAS,  the  Company,  desires  the  Executive  to serve,  and the
Executive is willing to serve, as the Company's  Chief Executive  Officer on and
subject to the terms set forth in this Agreement;

            NOW, THEREFORE, the parties hereto do hereby agree as follows:

1.  Employment.  The Company  hereby  employs the  Executive as its Chairman and
Secretary for the Term of this Agreement (as hereinafter defined) subject to and
in accordance with the terms,  conditions and provisions of this Agreement.  The
Executive  shall also  serve as an  executive  officer of such of the  Company's
wholly-owned or controlled subsidiaries (the "Subsidiaries") which shall include
any entity  existing as of the date hereof or formed or acquired during the Term
hereof, including corporations, partnerships, limited liability companies, joint
ventures or other entities (each an "entity" and collectively,  the "Entities"),
owned or  controlled  by the Company or by any Entity owned or controlled by any
such Entity,  to which Executive may be elected by the board of directors of any
such  Subsidiary.  The  Executive  shall also serve in such other  positions  or
capacities,  not inconsistent with his position as Chairman and Secretary of the
Company or the provisions of this  Agreement,  to which he may be elected by the
Board  or by the  board of  directors  of any  Subsidiary  or to which he may be
assigned  by the Board from time to time  during the Term  hereof.  The  Company
shall, subject to the Executive's  consent,  cause the Executive to be nominated
and  elected  to the  Board  and to the  boards  of  directors  of  such  of the
Subsidiaries  as the Board may  determine.  The  Executive  hereby  accepts such
employment  upon and subject to the terms,  conditions  and  provisions  of this
Agreement.

2. Executive' s Duties and Responsibilities.

(a) During the Term  hereof,  the  Executive  will  perform all of the  services
customarily  associated  with the position of Chairman and Secretary  including,
without  limitation,  services on behalf of any Subsidiary of which he may serve
as an officer,  subject to the policies  established  by and at the direction of
the Board.




<PAGE>

(b) The Executive will devote  substantially all of his business time, attention
and efforts to the  performance  of his duties under this  Agreement  during the
Term hereof and shall  perform  such duties  diligently,  in good faith and in a
manner consistent with the best interests of the Company. The Executive will use
his best  efforts at all times  during  the Term  hereof to  preserve,  protect,
enhance and maintain the trade, business and goodwill of the Company. Subject to
the provisions of subparagraphs  7(b) and (c) hereof, the Executive will perform
his services  wherever his services may reasonably be required,  but principally
at the  principal  offices of the Company,  which are  currently  located at the
address set forth above.

3. Term: Severance.

(a) The term of this Agreement (the "Term")  commenced in January 1997 and shall
expire on  December  31,  2000,  subject to earlier  termination  as provided in
subparagraph 3(b) below:

(b)  This  Agreement  shall  terminate  prior to  December  31,  2000,  upon the
occurrence of any of the following events:

         (i) The death of the Executive;
         (ii)  The  Permanent   Disability,   as  hereinafter  defined,  of  the
Executive, subject to the provisions of Paragraph 8 of this Agreement;
         (iii) Entry of a final  judgment by a court of  competent  jurisdiction
that there has been a breach or default by the Executive in the  performance  or
observance of any of the provisions of Paragraph 9 of this Agreement;
         (iv) Entry of a final  judgment  by a court of  competent  jurisdiction
that there has been repeated and deliberate misconduct by the Executive;
         (v) Entry of a final judgment by a court of competent jurisdiction that
there has been a repeated  breach of trust or other repeated action by which the
Executive  has obtained a material  personal gain (other than as provided for in
this  Agreement or consented to by the Board) at the material  expense or to the
material detriment of the Company;
         (vi) Entry of a final  judgment  by a court of  competent  jurisdiction
that there has been a failure by the Executive to perform the  customary  duties
of his position;  provided  that the Executive is furnished  with notice of such
breach from the Company, which notice sets forth with particularity such alleged
failures,  and the  Executive  fails to cure any such breach  within thirty (30)
days of such  notice.  If the  alleged  breach is of a type that cannot be cured
within thirty (30) days, no breach shall exist under this subparagraph  3(b)(vi)
if the Executive has undertaken and is diligently pursuing such cure;
         (vii) Upon notice to the Company by the Executive of the termination of
this  Agreement  for  any  breach  or  default  by  the  Company  of  any of its
obligations or covenants under this Agreement;  provided that any such breach or
default is not cured within thirty (30) days of such notice; or
         (viii) In the event of a Change of  Control,  as  hereinafter  defined,
during the Term hereof,  the Executive may terminate  this Agreement upon ninety
(90) days  notice to the  Company.  For  purposes  of this  Agreement,  the term
"Change  of  Control"  shall  mean the date on which  the  Company  sells all or
substantially all of its assets,  sells more than 20% of the outstanding capital
stock of any one or more  subsidiaries,  the aggregate  gross  revenues of which
constitute  33-1/3%


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<PAGE>
or more of the gross  revenues of the Company on a  consolidated  basis,  merges
with or  into  or  consolidates  with  any  Entity,  issues  to an  independent,
non-affiliated  third  party such  number of shares of its  outstanding  capital
stock (or equity or debt securities  convertible into or exchangeable for shares
of the Comp any's  capital  stock) as shall equal twenty five  percent  (25%) or
more of its total issued and  outstanding  shares of capital stock, or Executive
is removed from the Board, without cause,  provided,  however,  that a Change of
Control  shall not be deemed to occur as a result of or in  connection  with any
recapitalization  or  public  offering  of  the  Company's   securities  or  the
occurrence  of  any of the  foregoing  transactions  which  is  approved  by the
Executive. For the purpose of this subparagraph 3(b)(viii), a merger transaction
shall mean the merger or  consolidation  of the  Company  with or into any other
Entity; or
         (ix) Upon  thirty  (30) days  notice from  Executive  if  Executive  is
removed from the Board without cause; or
         (x) Upon seven days notice from  Executive in the event of the entry by
a court of competent  jurisdiction of a decree or order for relief in respect of
the Company in an involuntary case under any applicable bankruptcy,  insolvency,
or similar  law then in effect or the  appointment  of a  receiver,  liquidator,
assignee,  custodian,  trustee,  or  sequestrator  of the  Company  or  for  any
substantial  part of its  property or an order by any such court for the wind-up
or liquidation of the Company's affairs; or a petition initiating an involuntary
case under any such bankruptcy,  insolvency, or similar law is filed against the
Company and is pending for sixty (60) days without a stay or  dismissal;  or the
Company  commences a voluntary case under any such  bankruptcy,  insolvency,  or
similar law then in effect,  or makes any general  assignment for the benefit of
its  creditors  or fails  generally to pay its debts as such debts become due or
takes corporate action in furtherance of any of the foregoing.

(c) In the event of a Change of Control  of any  Subsidiary  to which  Executive
renders services pursuant to this Agreement, or the occurrence of any event with
respect to any such subsidiary under  subparagraphs  3(b)(vii) or 3(b)(ix),  the
Executive  shall have the right to resign as an officer and/or  director of such
Subsidiary;  provided,  however,  that such  resignation  shall not  affect  the
compensation  or any  benefits  payable to the  Executive,  or any rights of the
Executive pursuant to this Agreement.

4.  Compensation.  In  consideration  of the performance by the Executive of the
services to be performed by him under this Agreement during the Term hereof, the
Company will pay to the Executive the following compensation:

(a) (i) An annual salary at the rate of One Hundred Forty-four  Thousand Dollars
($144,500),  plus the increases thereto  hereinafter  referred to (the "Salary")
from January 1, 1997 through the remainder of the Term hereof.  The Salary shall
be paid to the Executive in equal bi-weekly installments (after the deduction of
all applicable  withholding and other required payroll deductions),  in arrears,
during the Term hereof. The Salary may be increased at any time and from time to
time by the Board during the Term hereof.  The term "Salary"  shall also include
all such increases as well as all increases  pursuant to  subparagraph  4(a)(ii)
below.

(ii) Commencing January 1, 1998 and on each January 1 thereafter during the Term
hereof,  the Executive  shall receive an increase in Salary equal to the greater
of (A) five percent (5%) of the


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<PAGE>

Salary in effect for the year prior to such  increase,  or (B) the increase,  if
any, in the Cost of Living Index, as hereinafter  defined.  The Company will, on
the next payroll date  following the  publication  of such Cost of Living Index,
pay to the  Executive  all  amounts  of  such  increased  salary  determined  in
accordance with the preceding  sentence for the period commencing on the 1st day
of January of such year through such payroll date.

(iii) For purposes of this subparagraph-4(a), the increase in the Cost of Living
Index shall be computed as follows:

(A) The Cost of  Living  Index,  as  hereinafter  defined,  for  each  December,
commencing  with December 1996,  shall be compared with the Cost of Living Index
for  December of the  previous  year.  The  increase in the Cost of Living Index
shall mean the percentage increase in the Cost of Living Index from the previous
December to the December as of which the computation is made. Such determination
shall be made as soon as possible after  publication of the Cost of Living Index
for the December as of which the computation is being made.

(B) The Cost of Living  Index  shall mean the  "Consumers  Price Index for Urban
Wage Earners and Clerical  Workers  (Revised  Series) - Boca Raton  Metropolitan
Area,"  published  by the  Bureau  of  Labor  Statistics  of the  United  States
Department of Labor. If the said Cost of Living Index in the form in which it is
published as of the date of this  Agreement  or the  calculation  basis  thereof
shall be revised or  discontinued,  the parties  shall  attempt in good faith to
modify  the  provisions  of this  subparagraph  4(a)(ii)  on a basis  which will
provide a method of calculation  consistent with the method described herein for
prior years.

(b) (i) A bonus for each  calendar year during the Term of this  Agreement  (the
"Bonus")  commencing  with the year  ending  December  31,  1997,  equal to Five
percent  (5%)  of  the  amount  by  which  the  greater  of  (A)  the  Company's
consolidated  net income  before income  taxes,  determined  in accordance  with
generally  accepted  accounting  principles  applied on a basis  consistent with
prior years or (B) the  Company's  Consolidated  Net Cash Flow,  as  hereinafter
defined, exceeds Six Hundred Thousand Dollars ($600,000). "Consolidated Net Cash
Flow"  shall  mean  (A)   consolidated  net  income,   plus  (B)   depreciation,
amortization  and other  non-cash  items of expense,  minus (C)  payments of all
principal amounts of then outstanding indebtedness, all determined in accordance
with generally accepted accounting principles applied on a basis consistent with
prior years.  The computation of consolidated net income before income taxes and
Consolidated  Net  Cash  Flow  shall  be made in a  manner  consistent  with the
financial  statements  included in the Company's  Annual Report on Form 10-K for
the year with respect to which the Bonus is computed;  provided,  however,  that
such  computation  shall be made without any  deduction for the Bonus payable to
the Executive pursuant to this subparagraph 4(b). Such computation shall be made
by the  Company's  independent  auditors,  whose  determination  shall be final,
binding and conclusive on the parties (subject to the provisions of subparagraph
4(b)(iii) hereof)

(ii) The Bonus shall be payable to the  Executive  on or before the later of (A)
thirty (30) days following the completion of the audited consolidated  financial
statements  of the  Company,  or (B) May 1 of each such year,  or (C) within ten
(10) days after the final resolution of any disagreement



                                       4
<PAGE>

with respect to the calculation of  consolidated  net income before income taxes
or  Consolidated  Net Cash  Flow  pursuant  to  subparagraph  4(b)(iii)  of this
Agreement. In the event of any termination of this Agreement prior to the end of
any calendar year during the Term hereof,  the Company will pay to the Executive
(or,  in the case of early  termination  due to the  Executive's  death,  to his
beneficiary, as hereinafter defined), with respect to the year in which any such
termination  occurs,  a  portion  of the  Bonus  which  shall be  determined  by
calculating the Bonus for the entire year in which such  termination  occurs and
multiplying  such Bonus by a fraction,  the  numerator of which is the number of
months in such year prior to the month in which such termination  occurs and the
denominator of which shall be twelve (12), unless such termination  results from
an event or occurrence  described in  subparagraphs  3(b)(iv) or 3(b)(v) of this
Agreement, in which case, notwithstanding any provision of this Agreement to the
contrary,  the Company will have no  obligation to make any payment of the Bonus
to the Executive for the year in which such termination  occurs. As used in this
Agreement,  the term  "Beneficiary"  shall  mean the  person  designated  by the
Executive by an instrument signed by the Executive, acknowledged before a notary
public and delivered to the Company.  In the event that the  Executive  fails to
designate a beneficiary as provided in the previous  sentence,  his estate shall
be deemed to be his beneficiary.

(iii) The  Company  shall  deliver to the  Executive  with each Bonus  payment a
report setting forth the  calculation of  consolidated  net income before income
taxes and  Consolidated  Net Cash Flow for the year with  respect  to which such
Bonus is computed in accordance  with  subparagraph  4(b)(i) of this  Agreement.
Unless the  Executive  notifies the Company  within  fifteen (15)  business days
after receipt of said  calculations of his disagreement  therewith (which notice
shall state with reasonable  specificity  the reasons for any such  disagreement
and the  amounts in  dispute),  such  calculations  will be final,  binding  and
conclusive on the Executive.  If there is a disagreement of which the Company is
so notified by the  Executive,  and the  disagreement  cannot be resolved by the
Company and the Executive  within sixty (60) days following the delivery of such
notice,  the items in dispute  may be  submitted  by either  the  Company or the
Executive to the Company's  independent auditors (with a copy being furnished to
the other  party).  After  affording  each of the Company and the  Executive the
opportunity to present their respective  positions (which  opportunity shall not
extend for more than ten (10)  business days  following  the  submission of such
disputed  items to such  auditors),  the Company's  independent  auditors  shall
determine  what  changes,  if any,  are required in the  calculations,  and such
determination  shall be final,  binding  and  conclusive  on the Company and the
Executive.  The fees, costs and expenses of such  independent  auditors shall be
borne by the Company.

(iv) The Executive and his duly authorized representatives shall have the right,
at his sole expense,  upon reasonable  advance notice and during normal business
hours at the Company's offices, to examine and copy the books and records of the
Company  relating  to its  financial  statements  and/or  any  sums  payable  to
Executive under this Agreement.

(c) In the event of a termination  of this Agreement  pursuant to  subparagraphs
3(b)(i), (ii), (vii), (viii), (ix) or (x) of this Agreement,  the Executive will
be entitled  to receive  from the  Company,  in addition to any Salary and Bonus
payable pursuant to this Paragraph 4, and the Company will pay to the Executive,
severance compensation as follows:


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<PAGE>

(i) In the event of any  termination of the Term hereof pursuant to subparagraph
3(b)(i) of this Agreement,  the Company will pay to the Executive's  beneficiary
the face value of the life  insurance  policy to be  maintained  by the  Company
pursuant to subparagraph  5(b) of this Agreement.  In the event that the Company
fails to maintain such  insurance,  unless such failure results from the Company
having a lack of sufficient funds to pay the premiums therefor,  the Executive's
failure  to  pass  an  insurance  physical  or  the  Executive  being  otherwise
uninsurable,  the  Company  will pay  such  amount  in  forty-eight  (48)  equal
consecutive monthly installments, the first of which shall be due and payable on
the first day of the first month  following  the month in which the  Executive's
death occurs.

(ii) In the event of the termination of this Agreement  pursuant to subparagraph
3(b)(ii)  of this  Agreement,  the  Executive  will be  entitled  to receive the
payments provided for in subparagraph 8(b) of this Agreement.

(iii)  In  the  event  of  the   termination  of  this  Agreement   pursuant  to
subparagraphs  3(b)(vii),  (viii), (ix) or (x) of this Agreement, the Executive,
his legal  representative or his beneficiary,  as the case may be, will continue
to  receive  the  Executive's  then  Salary in equal  monthly  installments,  in
advance,  for a period of one hundred  twenty  (120) months from the date of any
such termination.

(d) In the event of the sale, during the Term hereof, of the stock,  business or
assets of the Company or any Subsidiary of the Company,  the Executive  shall be
entitled to a  profitsharing  bonus (the  "Profit-Sharing  Bonus")  equal to ten
percent  (10%) of the gross  profit  (determined  as  provided  below),  if any,
received by the seller in such  transaction  (the  "Seller") as a result of such
sale. In the event of any such sale in which the purchase  price is paid in cash
or marketable  securities,  or a combination of cash and marketable  securities,
the  Profit-Sharing  Bonus  shall be paid by delivery  to the  Executive  by the
Seller of cash and/or  marketable  securities in the same proportion as received
by the Seller. In all other events, the Profit-Sharing Bonus shall be payable in
cash or in such other manner as to which the Executive and the Company may agree
prior to the  consummation  of such sale.  Each  Profit-Sharing  Bonus  shall be
payable by the Seller to the  Executive  within  twenty (20) days  following the
date of any such sale and each such payment shall be  accompanied by a document,
signed by the Chief  Financial  Officer of the  Company,  showing  the  Seller's
adjusted cost basis in the stock, business or assets sold, the gross sale price,
the gross profit on such sale, which shall be the Seller's gross sale price less
the  Seller's  adjusted  cost basis in the stock,  business  or assets sold (the
"Gross  Profit"),   the  amount  of  the  Profit-Sharing  Bonus  payable  and  a
description  and  statement  of the value of each kind of  property,  other than
cash,  being  delivered  in payment  of the  Profit-Sharing  Bonus  (the  "Bonus
Certificate").  The adjusted cost basis of the Seller in the stock,  business or
assets being sold, the value of each kind of property, other than cash, received
by the  Seller  in such  sale,  the  gross  sale  price  and the  amount  of the
Profit-Sharing Bonus shall be determined by the Company's  independent auditors.
If the  Executive  shall  not have  disputed  the  amount of such  payment,  the
accuracy or  completeness  of the Bonus  Certificate  and/or the information set
forth in such  Bonus  Certificate  within  thirty  (30) days of the  receipt  of
payment of any Profit-Sharing Bonus under this subparagraph 4(d) and the related
Bonus Certificate, then the information set forth in the Bonus Certificate shall
be conclusive and binding upon the parties.  If the Executive desires to


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<PAGE>
dispute the amount of such payment,  the accuracy or  completeness  of the Bonus
Certificate  and/or the  information  set forth  therein,  such dispute shall be
conducted and resolved in accordance with the procedures set forth in the third,
fourth and fifth  sentences of subparagraph  6(i) of this  Agreement.  The Bonus
Certificate  to  which  any  such  dispute  relates  will be  promptly  modified
following the resolution of any such dispute to reflect such resolution.

(e) In the event of the  Retirement (as  hereinafter  defined) of the Executive,
the Executive or his legal  representative  or beneficiary,  as the case may be,
will continue to receive, as and for retirement compensation, an amount equal to
one-twelfth of the greater of (i) the  Executive's  Salary for the year in which
Retirement  occurs, or (ii) the average of the Executive's  Salary and Bonus for
each of the five (5) years  immediately  preceding the year in which  Retirement
occurs, for a period of twenty (20) months from the date of commencement of such
Retirement.  The amount calculated  pursuant to the preceding  sentence shall be
payable,  in equal  monthly  installments,  in arrears.  For the purpose of this
subparagraph  4(e),  "retirement"  shall  be  deemed  to  have  occurred  at the
expiration of the Term or any renewal Term of this Agreement or upon termination
of the employment provided for herein prior to the expiration of the Term by the
mutual consent of the Executive and the Company.

5.  Executive  Benefits.   In  addition  to  the  Salary,  Bonus  and  severance
compensation, the Executive will receive the following benefits:

(a) The  Executive  will be entitled to four (4) weeks paid vacation and fifteen
(15) paid sick days during each calendar year of the Term hereof commencing with
1997.  The  Executive  will  take  such  vacation  at such  times  as  will  not
unreasonably  interfere  with  significant  activities  of the  Company and upon
reasonable advance notice to the Company. Any unused vacation or sick days shall
be paid to the  Executive  by the  Company  at the end of each  year of the Term
hereof based upon Executive's then Salary.

(b) The Company will pay for and maintain for the  Executive  during the Term of
this Agreement,  disability insurance providing for the payment to the Executive
of a minimum  of sixty  percent  (60%) of his  Salary  for any  "disability"  as
defined in such  disability  insurance  policy.  The  Company  will also pay and
maintain   for  the   Executive   during  the  Term   hereof,   major   medical,
hospitalization,  dental and vision  insurance  (which  insurance will cover the
Executive  and members of his  immediate  family,  as defined in the  applicable
insurance  policies) and life insurance upon the life of the Executive  having a
face value of not less than One Million  Dollars  ($1,000,000),  the proceeds of
which shall be payable to such  beneficiary(ies)  as shall be  designated by the
Executive from time to time during the Term hereof,  or, in the absence thereof,
Executive's estate. The Company will maintain such disability,  medical, dental,
and vision  insurance  in effect,  at the  Company's  cost,  for a period of one
hundred  twenty (120) months after the  expiration  or  termination  of the Term
hereof  unless this  Agreement  shall be  terminated  pursuant to  subparagraphs
3(b)(iii),  (iv), (v) or (vi) of this Agreement,  in which case the Company will
not be obligated to maintain such  insurance.  During the Term hereof,  any such
life  insurance  policy which the Company is obligated  hereby to maintain  will
remain the property of the Company;  provided,  however,  upon the expiration of
the Term hereof,  the Executive  will have the right to have such life insurance
policy  assigned to him and the Company  shall  continue to pay or



                                       7
<PAGE>

reimburse the Executive for all costs therefor. The Company may, at its election
at any time during the Term  hereof,  obtain and maintain at its cost, a key man
life  insurance  policy  on  the  Executive's  life  with  the  Company  as  the
beneficiary  thereof,  and the Executive will cooperate with the Company and its
insurer  with  respect to  obtaining  and  maintaining  in force such  insurance
policy.

(c) The Company will provide the Executive  with a late model luxury  automobile
during the Term of this Agreement  (and/or reimburse the Executive for all costs
incurred by him in connection therewith) with a maximum of $750.00 per month. In
addition,  the  Company  will pay or  reimburse  the  Executive  for the cost of
insurance,   gasoline,   service  and   maintenance  of  such   automobile  upon
presentation of bills or other evidences of payment therefor.

(d) The Company agrees that nothing  contained in this Agreement is intended to,
or shall be deemed to be a grant to the Executive in lieu of, or as a limitation
upon, any rights and privileges to which the Executive may otherwise be entitled
as an executive  employee of the Company or any Subsidiary under any retirement,
pension,  profit sharing,  insurance,  hospitalization or other employee benefit
plan of any type (including,  without limitation, any incentive, profit sharing,
bonus or stock option  plan),  which may now be in effect or which may hereafter
be adopted or instituted by the Company or any Subsidiary during the Term hereof
of which the Executive is an officer or director,  it being  understood that the
Executive  shall have the same  rights and  privileges  to  participate  in such
Company and Subsidiary  benefit plans as any other officer or executive employee
of the Company or any such Subsidiary.

6. Executive's Right to Participate in Future Expansion of the Company.

(a) From  and  after  January  1997,  and  through  the  expiration  or  earlier
termination  of the Term hereof,  the\ Executive or his designees (who or which,
for the  purposes\of  this  Paragraph  6, shall be deemed to be  included in the
definition of and referred to as the  "Executive"),  shall have the right to and
benefit of participating  in the future growth and expansion of the Company,  as
hereinafter provided in this Paragraph 6.

(b) If the Company or its  wholly-owned  subsidiaries,  or any subsidiary of the
Company  shall  propose  to  acquire,  or  enters  into any  agreement  or other
understanding  to acquire,  by  purchase,  merger,  consolidation  or by or as a
result of any other form of business arrangement (including the establishment of
a new  business)  or  combination  (an  "Acquisition"),  all or any  part of any
corporation,  partnership,  joint  venture,  proprietorship  or other  operating
business, or any equity interest in any such business (other than for investment
purposes  only,  for  services  rendered  or  as  a  fee,  as  provided  for  in
subparagraph  6(e) hereof),  including,  but not limited to, the  acquisition of
common or preferred stock of any class or series, or options,  warrants,  rights
or other  securities  convertible  into or exchangeable  for common or preferred
stock  of  any  class  or  series  (each  a  "Security"  or  collectively,   the
"Securities"), the Executive shall have the right to form or cause to be formed,
at his sole cost and expense,  the subsidiary or  subsidiaries to be used by the
Parent for such purpose (the "Purchaser") and, in consideration of the Executive
bearing such cost and expense,  the Executive  shall receive,  as of the date of
the  formation of any such  Purchaser,  5% of the  Securities  of each class and
series  of such  Purchaser  which  are  issued  at  that  time  (the 



                                       8
<PAGE>

"Founder's Securities") Whether or not the Founder's Securities of any Purchaser
are  physically  issued on the date of the  formation  of any such  Parent,  the
Executive  shall be deemed to have equitable and  beneficial  ownership of 5% of
such securities as of the date of formation of any such Purchaser.

(c) If,  subsequent  to the  formation  of any such  Purchaser,  such  Purchaser
issues,  or agrees to issue,  any  Securities  (other  than as a dividend  or in
respect  of any  Securities  of  such  Purchaser  then  held  by the  Parent  or
Executive), Executive shall, simultaneously and on the date of such issuance (or
on the date of such agreement to issue,  if earlier),  receive five (5%) percent
of such subsequently issued securities (the ~Subsequently  Issued  Securities"),
free and clear of all  liens,  charges  and  encumbrances.  The  purchase  price
payable by Executive for any such  Subsequently  Issued  Securities shall be the
same as  provided  for in  subparagraph  6(g)  with  respect  to the  Investment
Securities  referred to therein  (except that the Purchase Date, for purposes of
this  subparagraph  (c),  shall  be the date on which  the  Subsequently  Issued
Securities are approved for issuance by the Purchaser's  Board of Directors) and
the payment  terms  therefor  shall be the same as provided for in  subparagraph
6(j) with respect to the Investment  Securities referred to therein.  Whether or
not the Subsequently  Issued Securities of any Purchaser are physically  issued,
the Executive shall be deemed to have equitable and beneficial ownership of five
(5%) percent of such  securities  as of the first date on which any recipient of
such securities became entitled to receive the same.

(d)  Attached  hereto as Schedule A is a Schedule as of the date hereof  setting
forth the name, state of incorporation  and date of formation of each Purchaser,
the capitalization of each Purchaser as of its date of formation,  the Founder's
Securities of such  Purchaser  issued to the  Executive,  the costs and expenses
incurred and paid by the Executive in connection with the formation of each such
Purchaser,  the Subsequently  Issued  Securities of each Purchaser,  if any, the
Subsequently Issued Securities of each Purchaser owned by Executive, the date of
ownership of same and the purchase price paid by Executive therefor.  Each time,
subsequent to the date of this  Agreement,  that a new Purchaser is formed,  the
Executive shall prepare and deliver to the Company a supplement to or an updated
Schedule  A which  shall  set forth the date of such  supplement  or update  and
include the information  specified in the preceding sentence with respect to the
new Purchaser. Each such supplement or updated Schedule A shall be signed by the
Executive when  delivered to the Company and, upon receipt by the Company,  will
be countersigned and returned to the Executive by the Chief Financial Officer of
the Company.  Each time, subsequent to the date hereof, that Subsequently Issued
Securities  are  approved for issuance by the Board of Directors of a Purchaser,
the Company  shall  prepare and deliver to the  Executive a supplement  to or an
updated  Schedule A which shall  include the  information  specified  above with
respect to the Subsequently  Issued Securities.  The information with respect to
the purchase price to be paid by the Executive for inclusion in such  supplement
to or updated  Schedule A shall be  provided  by the Company on the basis of the
terms and procedures  provided for in subparagraph  6(g) (subject to Executive's
right to dispute the same in the same manner as  provided in  subparagraph  6(i)
hereof).  Each such  supplement to or updated  Schedule A shall be signed by the
Chief Financial Officer of the Company when delivered to the Executive and, upon
receipt by the  Executive  and  subject to the  provisions  relating  to dispute
resolution specified in subparagraph 6(i), will be countersigned and returned to
the Chief Financial Officer of the Company by the Executive. Notwithstanding



                                       9
<PAGE>

any provision in this Agreement to the contrary,  Schedule A attached  hereto is
binding and conclusive on the parties hereto with respect to the accuracy of the
information set forth therein.

(e) If a Parent shall purchase or acquire any  Securities  solely for investment
purposes or in exchange for or in  consideration  of the performance of services
or as a fee, the Executive  will  purchase from the Parent,  and the Parent will
sell  to  the  Executive,  simultaneously  with  and  on the  same  date  as the
acquisition of each such Security by the Parent (the "Purchase Date"),  free and
clear of all liens,  charges and  encumbrances,  ten (10%)  percent of each such
Security (the "Investment Securities").  Notwithstanding the date on which legal
title to any such Security is  transferred  to the Executive by the Parent,  the
Executive  shall  have  equitable  and  beneficial  ownership  of such  Security
concurrently with the acquisition of such Security by the Parent.

(f)  Notwithstanding the provisions of any subparagraph of this Paragraph 6, the
Executive  shall have no  entitlement  to any debt or equity  securities  of the
Company  which are issued to or in any other  manner  become the property of any
subsidiary of the Company.

(g) The purchase price to be paid by the Executive for each Investment  Security
purchased  pursuant to subparagraph  6(e) hereof shall be an amount equal to one
hundred ten percent  (110%) of the "fair market  value" of each such Security on
the Purchase  Date (the  "Purchase  Price").  The fair market value of each such
Security  on the  aforesaid  date  shall be  determined  by the  Company's  then
independent  auditors who, in making such  determination  shall consider,  among
such other criteria as they shall deem relevant, the purchasing Parent's cost to
acquire such  Security,  the net tangible book value per share of such Security,
the existence or absence of a trading market in such Security,  the magnitude of
the public float of such Security,  the trading volume, if any, of such Security
over such period of time as they shall deem relevant, any restrictions, legal or
otherwise,  on the Executive's ability to freely trade such Security in a public
market,  any other  restrictions on the free  transferability  or pledge of such
Security, the value as collateral of such Security, the value of the property or
services  delivered  in exchange  for such  Security  and the current  value and
collectibility  of any loans or advances made or debt incurred by the purchasing
Parent in connection with the acquisition of such security.

(h)  Attached  hereto as Schedule B is a schedule  setting  forth as of the date
hereof each  Investment  Security  purchased by the Executive  prior to the date
hereof,  the  Purchase  Price  of each  such  Security,  the  date or  dates  of
acquisition  of each such Security by a Parent,  and the date of transfer to the
Executive of each such Security.  Each time,  subsequent to the date hereof that
the Parent acquires or otherwise obtains an Investment Security which is subject
to subparagraph 6(e) of this Agreement, the Company shall prepare and deliver to
the Executive a supplement to or an updated  Schedule B which will set forth the
date of such supplement or update, the Investment Security acquired or otherwise
obtained by the Parent (including the type or designation of such Security,  the
number  of shares  of such  Security  and the date of  purchase  or  acquisition
thereof)  the  Purchase  Price of such  Security and the date of transfer to the
Executive of such Security.  Each such supplement or updated Schedule B shall be
signed by the Chief  Financial  Officer of the  Company  when  delivered  to the
Executive and, upon receipt by the Executive, will be countersigned and returned
to the  Company  by the  Executive  (unless  disputed  in  accordance  with  the
provisions of subparagraph 6(i) hereof).  Notwithstanding  any provision in



                                       10
<PAGE>
this  Agreement  to the  contrary,  Schedule  B attached  hereto is binding  and
conclusive  on the  parties  hereto as to the  Investment  Securities,  Purchase
Price, and dates of acquisition and transfer as set forth in such Schedule.

(i) The  supplement  or updated  Schedule B provided  for in  subparagraph  6(h)
hereof shall be prepared and  delivered by the Company to the  Executive  within
thirty (30) days of the purchase or  acquisition  by a Parent of any  Investment
Security,  together with a notice of such purchase or acquisition (the "Purchase
Notice").  If the  Executive  shall not have  disputed  the  computation  of the
Purchase  Price  or  date of  acquisition  by the  Parent  and  transfer  to the
Executive with respect to any Investment  Security within thirty (30) days after
receipt of the Purchase  Notice,  then the information set forth in the Purchase
Notice  shall be  binding  upon the  parties  and the  Purchase  Price  shall be
immediately  due and payable,  as provided  elsewhere  herein.  If the Executive
disputes the  computation of the Purchase  Price,  or the date of acquisition by
the Parent or transfer to the Executive as set forth in the Purchase Notice,  he
shall be  required to give  notice of such  dispute to the  Company  within such
thirty (30) day period (the  "Dispute  Notice").  The Dispute  Notice  shall set
forth the  Executive's  computation  of the Purchase  Price with respect to such
Security  (and/or the date of such  acquisition  and/or  transfer),  and, if the
Company and Executive  shall not have agreed upon a Purchase Price (or such date
of  acquisition  and/or  transfer)  within  thirty (30) days after the Company's
receipt of the Dispute  Notice,  the matter shall be submitted to the  Company's
then independent  auditors for a determination  thereof and the decision of such
auditors shall be final,  binding and conclusive on the Company,  the Parent and
the  Executive.  Pending  the  determination  by said  auditors,  payment of the
Purchase  Price shall be made,  as  provided  elsewhere  herein,  based upon the
purchase  price set forth by the  Executive  in the Dispute  Notice,  subject to
adjustment  thereto  in the  event  that  the  Purchase  Price  is  subsequently
determined  by such  auditors  to be higher  than that set forth in the  Dispute
Notice.  The fees of said auditors shall be paid by the Company.  The supplement
or updated  Schedule B to which the  Dispute  Notice  relates  will be  promptly
modified   following  the  resolution  of  any  such  dispute  to  reflect  such
resolution.

(j)  Payment of the  Purchase  Price with  respect  to any  Investment  Security
subject to the  provisions  of  subparagraph  6(e)  hereof  shall be made by the
Executive  immediately  following  the thirty (30) day period after  Executive's
receipt of a Purchase  Notice as  referred  to in  subparagraph  6(i)  hereof if
Executive does not dispute the same in accordance  with the terms thereof or, if
disputed by Executive as provided therein, within ten (10) days after either any
resolution  of  the  dispute  between  the  Company  and  the  Executive  or the
submission  of the dispute to the  Company's  independent  auditors  (subject to
adjustment,  if any, as  provided  for in  subparagraph  6(i)  hereof),  against
delivery by the  purchasing  Parent to the  Executive of  certificates  or other
evidences of ownership of the ten (10%) percent of any such Investment  Security
purchased by the  Executive.  Payment of the Purchase  Price for any  Investment
Security  subject to the provisions of  subparagraph  6(e) hereof may be made in
cash, by delivery of a five (5) year recourse  promissory  note of the Executive
(the "Note") bearing interest to be payable annually within forty-five (45) days
after the end of each year of the term of the Note at the lowest rate  necessary
to avoid  imputed  interest  under the  applicable  provisions  of the  Internal
Revenue Code of 1986,  as amended (such rate to be determined as of the Purchase
Date),  prepayable,  in  whole  or in time to time,  without  penalty  or of the
Company's  Common Stock and/or any publicly  traded company (or other a publicly
traded company as described below),  including  affiliates of the Company or any
such stock to be valued, for these purposes, at the fair market value thereof on
the date such  stock is  tendered  in  payment of the  Purchase  Price.  For the
purposes  of  this  subparagraph   6(j),  the  fair  market  value  of  (A)  any
unregistered  shares of common stock of a publicly traded company shall mean the
fair market value thereof as determined  pursuant to  subparagraph  6(g) hereof,
and (B) any registered shares of common stock of a publicly traded company shall
mean the closing price on the principal  stock exchange on which such shares are
traded (if the shares are traded on the New York or American  Stock  Exchange or
other nationally recognized exchange) or on The Nasdaq Stock Market or, if there
are no sales on such date or if the shares are not so listed, the average of the
closing bid and ask prices as reported by Nasdaq, the National Quotation Bureau,

                                       11
<PAGE>
Inc. or similar  entity  selected by the Board of Directors  of the Company.  In
addition,  fair market value, for the purposes of this subparagraph  6(j), shall
not include or reflect any discount or reduction  for any other  restriction  of
any kind  relating or applicable  to the  securities  tendered in payment of the
Purchase Price. In the event that the Executive tenders securities which are not
publicly  traded but which are convertible  into  securities  which are publicly
traded,  the tendered  securities  shall be valued in the same manner as if they
were fully  converted on the date tendered,  even if, on the date tendered,  the
securities are not then convertible. Payment of the principal and/or interest of
any Note delivered as payment for all or any part of the Purchase Price,  may be
made,  in whole or in part, at the election of the  Executive,  in shares of the
Company's  Common  Stock and/or  shares of common  stock of any publicly  traded
company (or any such  convertible  securities) in accordance with the provisions
set forth in this subparagraph 6(j).

7. Expense Reimbursement.

(a) The Company will reimburse the Executive for all ordinary and necessary
expenses incurred by him in connection with the performance of his services
under this Agreement, subject to and upon receipt by the Company of invoices or
other supporting documentation in accordance with the Company's expense
reimbursement policies as in effect from time to time.

(b) In the event that the Company moves its corporate  headquarters from the New
York  metropolitan  area, the Company will, if the Executive elects to relocate,
pay the Executive's  reasonable  moving  expenses,  including  temporary  living
accommodations for up to six months;  provided. that the Company may not require
the  Executive to relocate.  In the event the Company so relocates its corporate
headquarters and the Executive elects not to relocate,  the Company will provide
the Executive,  at the Company's cost, with such offices and staff in a location
in the Boca Raton area as to which the Company and the Executive may agree.

(c) In the event that the Company establishes multiple offices and the Executive
is required to spend any  significant  part of his time at more than one Company
office,  the Company  shall pay to the  Executive a housing  allowance  of Three
Thousand  Five Hundred  Dollars  ($3,500) per month for as long as more than one
Company office is maintained;  provided,  however, that following the closing of
any such office, the Company will reimburse the Executive for any costs incurred
by him in moving and in terminating any lease obligations and similar expenses.


                                       12
<PAGE>
8. Disability.

(a) In the event the Executive suffers any temporary  disability during the Term
hereof,  he shall  continue to receive one hundred  (100%) percent of the Salary
and Bonus to which he was  entitled  at the time he became so  disabled  for any
period of disability not in excess of six (6) consecutive  calendar months.  The
term "Permanent  Disability" as used in this Agreement shall mean any disability
of the Executive for a period in excess of six (6) consecutive  calendar months.
For the purpose of this subparagraph 8(a). the terms "Disabled" and "disability"
shall mean (i) any physical or mental illness, injury or other incapacity which,
in the  opinion  of a doctor  reasonably  satisfactory  to the  Company  and the
Executive or his legal  representative,  renders the Executive unable to perform
substantially  all of his  duties  under  this  Agreement,  or  (ii) a  judicial
determination of incompetence. The date that any such disability shall be deemed
to have  commenced  shall be the date the Executive  first absents  himself from
work  during a  continuous  period of  disability  as  determined  by the doctor
referred to in this subparagraph  8(a) or the date of judicial  determination of
incompetence, as the case may be.

(b) In the event of a Permanent Disability,  the shall pay to the Executive,  as
disability  benefits,  one twenty (120) monthly payments each in an amount equal
to percent  (60%) of  Executive's  then Salary  divided by twelve  first of such
payments to commence on the first day of month following any such termination of
this  Agreement  as a result of a Permanent  Disability.  In the event that such
date is a date  subsequent to the date such Permanent  Disability is determined,
payments  for all prior  months  in which the  Executive  was  entitled  to such
payments will be made together with the first payment made.  Such payments shall
be reduced by the amount of all payments which the Executive  receives under any
disability policy maintained by the Company.

9. Confidentiality and Non-Disclosure Covenant.

(a) The Executive  hereby  acknowledges  that, in the  performance of his duties
pursuant to this  Agreement,  he may obtain and be  entrusted  with  unpublished
confidential  and  proprietary  information  relating to the  Company's  and its
Subsidiaries'  present  and  proposed  businesses  and  operations,  the  use or
disclosure  of which would  materially  adversely  affect the  operations of the
Company or its Subsidiaries, including, without limitation, unpublished material
financial  information  relating to the Company's and its Subsidiaries'  present
and proposed  businesses and  operations,  the cost and pricing of the Company's
and its Subsidiaries'  services, the sales and marketing plans and strategies of
the Company and its Subsidiaries,  proposed  acquisitions by the Company and its
Subsidiaries,  and the terms of all material  agreements to which the Company or
any  Subsidiary  is a party.  All of such  unpublished  information  that may be
obtained  by the  Executive  shall,  for  purposes  hereof,  be  referred  to as
"Confidential  Information".  The  Executive  hereby  agrees  that,  unless  the
Confidential  Information  becomes  publicly  known  other than by reason of any
improper act or omission of the Executive,  neither he, nor any entity or person
owned or controlled by him, shall,  during or after the Term hereof, use for his
own  benefit  or for the  benefit of others  for any  purpose  and in any manner
whatsoever,  divulge  to any  person,  firm,  corporation  or  other  entity  or
otherwise publish or disclose any Confidential Information,  except as necessary
in  connection  with the  performance  of the  Executive's  services  under this
Agreement.


                                       13
<PAGE>

Notwithstanding  the  foregoing,  the  Executive  shall not be in breach of this
covenant with respect to any use or disclosure of any  Confidential  Information
by him which is required as a result of any legal process served upon him in any
judicial or administrative,  (provided,  if possible, the Company shall be given
notice in time to enable it to object to such  disclosure) or which was obtained
by the Executive  from a third party  without such third  party's  breach of any
agreement or obligation of trust. The term "entity or person owned or controlled
by" the  Executive  or words of like import shall not include the Company or any
of its Subsidiaries.

(b) The Executive  agrees that his  violation or threatened  violation of any of
the provisions of this Paragraph 9 may cause immediate and  irreparable  harm to
the Company. In the event of any breach or threatened breach of said provisions,
the Company shall be entitled to seek all available  equitable remedies therefor
including, without limitation,  preliminary and permanent injunctions by a court
of competent jurisdiction prohibiting Executive from any violation or threatened
violation of these  provisions and compelling the Executive to comply with these
provisions.  This  Paragraph  9 shall not  affect or  limit,  and the  equitable
remedies  provided in this  subparagraph 9(b) shall be in addition to, any other
remedies  available to the Company at law. The  provisions  of this  Paragraph 9
shall survive the termination or expiration of the Term of this Agreement.

10.  Representations and Warranties of the Executive.  The Executive  represents
and warrants to the Company as follows:

(a) All action on the part of the  Executive  necessary  for the  authorization,
execution,   delivery  and   performance  of  this  Agreement  by  him  and  the
consummation of the transactions  contemplated  hereby,  has been taken and this
Agreement  constitutes a valid and legally binding  obligation of the Executive,
enforceable in accordance  with its terms,  except as the same may be limited by
bankruptcy,  insolvency,  reorganization,-moratorium,  or other  laws  affecting
generally enforcement of creditors' rights and by general principles of equity.

(b) The  authorization,  execution,  delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not result in
any violation or be in conflict with or constitute,  with or-without the passage
of time and giving of notice,  a default under any provision of any  instrument,
judgment,  order, writ, decree or agreement to which the Executive is a party or
by which he is bound.

(c) There is no action, suit,  proceeding,  or investigation  pending, or to the
knowledge of the Executive,  currently threatened against the Executive,  in any
way relating to the validity of this  Agreement or the right of the Executive to
enter into or to consummate  this  Agreement and the  transactions  contemplated
hereby.

11.  Representations  and Warranties of the Company.  The Company represents and
warrants to the Executive as follows:

(a) All action on the part of the Company,  SISC and each  Subsidiary  necessary
for the authorization,  execution, delivery and performance of this Agreement by
them and the  consummation of the  transactions  contemplated  hereby,  has been
taken and this Agreement  constitutes a valid and



                                       14
<PAGE>

legally  binding  obligation of the Company,  enforceable in accordance with its
terms,   except  as  the  same  may  be  limited  by   bankruptcy,   insolvency,
reorganization, moratorium, or other laws affecting generally the enforcement of
creditors' rights and by general principles of equity.

(b) The  authorization,  execution,  delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not result in
any violation or be in conflict with or constitute,  with or without the passage
of time and giving of notice,  a default under any provision of any  instrument,
judgment,  order,  writ,  decree  or  agreement  to which  the  Company,  or any
Subsidiary is a party or by which any of them is bound.

(c) There is no action, suit,  proceeding,  or investigation  pending, or to the
knowledge  of the  Company,  currently  threatened  against  the  Company or any
Subsidiary,  in any way relating to the validity of this  Agreement or the right
of  the  Company  to  enter  into  or  to  consummate  this  Agreement  and  the
transactions contemplated hereby.

12.  Arbitration.  Except for any action under this  Agreement for injunctive or
other   equitable   relief  and  except  .  otherwise   expressly   provided  in
subparagraphs 4(b) and 6(i) of this Agreement,  all disputes,  controversies and
differences  between the parties hereto  arising under this Agreement  which the
parties  hereto are unable to settle  amicably  shall be resolved in Boca Raton,
Florida,  by binding  arbitration in accordance  with the rules then in force of
the American Arbitration Association. The arbitration shall be held before three
arbitrators,  one of which shall be selected  by each of the  Executive  and the
Company and one of which shall be selected by the other two arbitrators, and the
decision  of such  arbitrators  shall be deemed to be final.  Judgment  upon any
award or decision rendered by such arbitrators may be entered or enforced in any
court,  domestic or foreign,  having jurisdiction thereof. The arbitrators shall
not,  except as  provided  in  subparagraph  14(f) of this  Agreement,  have any
authority to modify or amend any express provisions of this Agreement.

13.  Agreements  with  Affiliates.  The  Executive  may  enter  into  employment
agreements with affiliates of the Company (the "Affiliate  Agreements").  To the
extent  that,  for any year  during the Term hereof  that the  aggregate  annual
salary paid to Executive  pursuant to the Affiliate  Agreements  does not exceed
the Salary  payable  pursuant to this  Agreement for such year,  such  aggregate
salary  received by the Executive under such Affiliate  Agreements  shall reduce
the Salary payable  pursuant to this Agreement on a dollar for dollar basis. If,
for any year  during the Term hereof that the  aggregate  annual  salary paid to
Executive  pursuant  to the  Affiliate  Agreements  exceeds  the Salary  payable
pursuant to this Agreement for such year, no Salary shall be paid by the Company
to the Executive  pursuant to this Agreement for such year;  provided,  however,
that in such event the Executive  shall not be required to refund any Salary (or
salary  or  other  compensation  received  by  him  pursuant  to  any  Affiliate
Agreement)  paid to him  during  such  year.  Any  bonuses  or other  non-salary
compensation or benefits paid to Executive pursuant to the Affiliate  Agreements
shall not affect in any way the  Salary,  Bonus,  or other  benefits  payable to
Executive pursuant to this Agreement.


                                       15
<PAGE>
14. Miscellaneous.

(a) This  Agreement  constitutes  the entire  agreement  of the  Company and the
Executive  with respect to the subject  matter hereof and  supersedes  all prior
written or prior or contemporaneous oral understandings or agreements, including
the  Prior  Employment   Agreements  and  any  other  employment  agreements  or
understandings between the Company and the Executive with respect to the subject
matter covered in this Agreement. This Agreement may not be modified or amended,
nor may any right be waived,  except by a writing which expressly refers to this
Agreement, states that it is intended to be a modification,  amendment or waiver
and is signed by both parties hereto in the case of a modification  or amendment
or by the party granting the waiver. No course of conduct or dealing between the
parties  hereto and no custom or trade  usage  shall be relied  upon to vary the
terms of this Agreement. The failure of a party to this Agreement to insist upon
strict  adherence to any term of this  Agreement  on any  occasion  shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.

(b) Any notice,  demand or other  communication  (collectively,  the  "Notices")
required or  permitted by or with respect to the  provisions  of this  Agreement
shall be given in writing and delivered by hand,  overnight courier or messenger
service,  against a signed receipt or  acknowledgment  of receipt,  or mailed by
registered  or certified  mail,  return  receipt  requested,  with notice to the
Company  being  sent  to the  attention  of the  individual  who  executed  this
Agreement  on  behalf of the  Company.  Either  party  may,  by notice  given in
accordance  with the terms  hereof,  change the  person,  address or  telecopier
number to which Notice  should be sent.  All such Notices  shall be deemed given
when  personally  delivered  or  transmitted  as  aforesaid,  or,  if  mailed as
aforesaid,  on the fifth (5th) business day after mailing or on the day actually
received,  if  earlier,  except for a notice of a change of  person,  address or
telecopier number which shall be effective only upon receipt.

(c) Except as specifically set forth in this subparagraph,  neither party hereto
may  assign  this  Agreement  or his  or its  rights,  benefits  or  obligations
hereunder without the written consent of the other party; except that the rights
of the  Executive  set forth in Paragraph 6 hereof may be assigned to designated
purchasers   and  shall  inure  to  the  benefit  of  the   Executive's   heirs,
administrators,  executives, personal representatives,  successors and permitted
assigns.  Subject to the  foregoing,  this  Agreement  shall be binding upon and
inure to the  benefit of the  parties  hereto and their  heirs,  administrators,
executors,  personal representatives,  successors and permitted assigns. Nothing
contained herein is intended to confer upon any person or entity, other than the
parties hereto, and their respective heirs, administrators,  executors, personal
representatives,  successors  or  permitted  assigns  or,  in  the  case  of the
Executive,  his  designated  purchasers  under  Paragraph 6 hereof,  any rights,
benefits,  obligations,  remedies  or  liabilities  under or by  reason  of this
Agreement.

(d) This  Agreement  shall be governed by and construed in  accordance  with the
laws of the State of  Florida  with  respect to  contracts  made and to be fully
performed therein,  without regard to the conflicts of laws principles  thereof.
By their  execution  hereof,  the Company and the Executive  hereby  consent and
irrevocably submit to the in personam  jurisdiction of the American  Arbitration
Association tribunal located in the City of Boca Raton, County of Palm Beach and
State of Florida or, with  respect to  Paragraph  9, the Federal or state courts
situated  in Palm  Beach  County,  State  of  Florida,  which  shall  have  sole
jurisdiction  as to such  matters,  and agree  that any  process  in any  action
commenced in such


                                       16

<PAGE>
tribunal or court under this Agreement may be served upon it or him  personally,
by certified or registered mail, return receipt requested, or by Federal Express
or other courier  service,  with the same full force and effect as if personally
served upon it or him in Boca Raton.  Each of the parties  hereto  hereby waives
any claim that the  jurisdiction of any such tribunal is not a convenient  forum
for any such  action and any defense of lack of in  personam  jurisdiction  with
respect  thereto.  In  the  event  of any  arbitration  proceeding  pursuant  to
Paragraph 9 hereof,  the  arbitrator  shall have the right to assess  reasonable
counsel fees and disbursements.

(e) The parties  hereto  hereby  agree  that,  at any time and from time to time
during the Term hereof,  upon the reasonable  request of the other party hereto,
they shall do, execute,  acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered,  such further acts, deeds,  assignments,  transfers,
conveyances,  other  documents and  assurances as may be reasonably  required to
more  effectively  consummate this Agreement and the  transactions  contemplated
thereby or to confirm or otherwise effectuate the provisions of this Agreement.

(f) If any term or provision of this Agreement,  or the  application  thereof to
any person or  circumstance,  is finally  determined  by a court or  arbitration
tribunal to any extent to be illegal, invalid or unenforceable, the remainder of
this  Agreement,  or the  application  of such term or  provision  to persons or
circumstances  other  than  those  as to which it is held  illegal,  invalid  or
unenforceable, shall not be affected thereby and each term and provision of this
Agreement  shall be valid and shall be enforced to the fullest extent  permitted
hereunder and by law.

(g) During and after the Term hereof,  the Company shall  defend,  indemnify and
hold  the  Executive  harmless  from  any  and all  claims,  causes  of  action,
liabilities,   damages,  costs  or  expenses  (including,   without  limitation,
attorneys'  fees and  disbursements)  incurred by the Executive based upon or in
connection  with the  performance  of his services  under this  Agreement to the
fullest extent permitted by the laws of the State of New York (and, with respect
to  indemnification  by  by a  Subsidiary,  the  laws  of  the  jurisdiction  of
incorporation of any such Subsidiary) and of the By-Laws of the Company,  or any
such  Subsidiary,  as the case may be. In the event that,  under applicable law,
the Company is not permitted to defend the Executive or pay the costs of defense
as  provided in this  subparagraph  14(g)  unless the  Executive  undertakes  to
reimburse  the Company in the event that any such payment is unlawful,  then, in
such event,  the Company may condition  such defense or payment on receipt of an
appropriate  reimbursement  agreement  from the  Executive.  This provision will
survive the expiration or termination of the Term of this Agreement.



                                       17
<PAGE>

(h) The headings in this  Agreement are for  convenience  of reference  only and
shall  not  affect  in any  way  the  construction  or  interpretation  of  this
Agreement.

IN WITNESS  WHEREOF,  the parties hereto have hereunto set their hands and seals
as of the day and year first above written.

ATLANTIC INTERNATIONAL ENTERTAINMENT, LTD.


By:  --------------------------------------------
     Richard A. Iamunno, President & CEO


Attest: ______________________________
        Norman J. Hoskin, Secretary


EMPLOYEE:


By:__________________________
        Norman J. Hoskin