ATLANTIC INTERNATIONAL ENTERTAINMENT
                              EMPLOYNENT AGREEMENT


         EMPLOYMENT  AGREEMENT  effective as of the 1st day of May, 1997, by and
between RICHARD A. IAMUNNO,  an individual  residing at 320 SW 17th Street, Boca
Raton, FL 33434 ("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 E:

         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 Chief
Executive  Officer  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 Chief Executive
Officer 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 chief  executive  officer
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


                                       2
<PAGE>
stock of any one or more  subsidiaries,  the aggregate  gross  revenues of which
constitute  33-1/3%  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  ($144,000),  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.



                                       3
<PAGE>

               (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 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)



                                       4
<PAGE>

               (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
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.


                                       5
<PAGE>

         (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:

               (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



                                       6
<PAGE>

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 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


                                       7
<PAGE>

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 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



                                       8
<PAGE>
(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  "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)



                                       9
<PAGE>

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 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



                                       10
<PAGE>

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 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


                                       11

<PAGE>

(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,  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


                                       12

<PAGE>
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.

         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



                                       13
<PAGE>

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.  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.


                                       14

<PAGE>
         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  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


                                       15
<PAGE>
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.

         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.


                                       16
<PAGE>
         (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  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.

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


Attest: /s/ Norman J. Hoskin
        ---------------------------------
        Norman J. Hoskin, Secretary


EMPLOYEE:


By:/s/ Richard A. Iamunno
   ---------------------------
   Richard A. Iamunno