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April 29, 1999


Mr. John C. Voaden
12 Willow Lane
Avon, CT 06001


Dear John:

         We are pleased to extend a formal offer of employment to you. This
letter, when signed by you, shall constitute our agreement (this "Agreement")
with respect to the terms and conditions of your employment with Caribiner
International, Inc. (the "Company").


                  1. Position: You shall be hired to fill the position of Chief
         Executive Officer of the Hospitality Resources
         International/Presentation Services ("HRI/PS") division of Caribiner
         Audio Visual Services, Inc., a subsidiary of the Company. In the
         performance of your duties, you will report to the Chief Executive
         Officer of the Company. You will perform the duties of Chief Executive
         Officer of HRI/PS and such other duties and responsibilities as shall
         be designated to you, from time to time, by the Chief Executive Officer
         of the Company or the Board of Directors of the Company (the "Board").
         You will be based in the Company's Chicago offices.

                  2.  Compensation:

                           (a) You will receive a base salary of $250,000.00 per
                           annum, which will be payable in bi-weekly
                           installments or otherwise in accordance with the
                           Company's policies. Your performance and base salary
                           will be reviewed annually, and may, in the discretion
                           of senior management and the Board, be increased
                           following such review.

                           (b) In addition to your base salary, provided that
                           you are employed by the Company on the last day of
                           its fiscal year, you will be eligible to receive an
                           annual bonus payable on or about December 15 of each
                           year. Your bonus shall be subject to the discretion
                           of the Board, and is not guaranteed (except as set
                           forth below), and shall be dependent upon your and
                           the Company's performance. Your target bonus shall be
                           at forty (40%) percent of your annual base salary.
                           Provided you are employed by the Company on September
                           30, 1999, your guaranteed Bonus in respect of the
                           Company's fiscal year ended September 30, 1999
                           (payable on approximately December 15, 1999) shall be
                           no less than $50,000.

                  3. Benefits: (a) You will be entitled to participate in the
         Company's hospitalization, medical, dental and vision insurance plans,
         as well as long-term and short-term disability and life insurance
         plans, on the same basis as other senior executive employees of the
         Company in accordance with Company practices and subject in each case
         to the terms and conditions of the applicable plan, which shall govern
         your participation therein. You will also be entitled to participate in
         the Company's 401(k) plan and any other similar plan or plans adopted
         by the Company for similar employees and subject in each case to the
         terms and condtions of the applicable plan, which shall govern your
         participation therein.

                           (b) You willl be entitled to reimbursement for all
                           reasonable travel, entertainment and other reasonable
                           expenses incurred in connection with the Company's
                           business, provided that such expenses are



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Mr. John C. Voaden
April 29, 1999
Page 2

                           adequately documented and vouchered in accordance
                           with the Company's policies.

                           (c) You will be entitled to an automobile allowance
                           in the amount of $500 per month, payable in equal
                           installments during each payroll period, to defray
                           all costs incurred by you in connection with your use
                           of your automobile in connection with the business of
                           the Company (except for those which you are entitled
                           to reimbursement pursuant to Paragraph 3(b) hereof).

                           (d) You will be entitled to reimbursement for weekly
                           airfare from Hartford, Connecticut to Chicago,
                           Illinois in accordance with, and subject to, the
                           Company's policies.

                  4. Vacation: You will be entitled to four (4) weeks paid
         vacation per year in accordance with the Company's policies, which
         shall be in addition to all other holidays established as part of the
         Company's standard practices.

                  5. Non-Competition. You hereby agree and covenant that
         commencing as of the date hereof and for a period of two (2) years
         following the termination of your employment with the Company (the
         "Restricted Period") you will not directly or indirectly engage in or
         become interested (whether as an owner, principal, agent, stockholder,
         member, partner, trustee, venturer, lender or other investor, director,
         officer, employee, consultant or through the agency of any corporation,
         limited liability company, partnership, association or agent or
         otherwise) in any business or enterprise that shall, at the time, be in
         whole or in substantial part competitive with any material part of the
         business conducted by HRI/PS during the period of your employment with
         the Company (except that ownership of not more than 1% of the
         outstanding securities of any class of any entity that are listed on a
         national securities exchange or traded in the over-the-counter market
         shall not be considered a breach of this Paragraph 5).

                  6. Non-Solicitation: You hereby agree and covenant that for
         the Restricted Period you shall not (without first obtaining the
         written permission of the Company), directly or indirectly, (i)
         participate in the solicitation of any business of any type conducted
         by the Company during the period of your employment with the Company
         from any person or entity which was a client or customer of the Company
         during the period of your employment with the Company, or was a
         prospective customer of the Company from which you (or employees under
         your supervision) solicited business or for which a proposal for
         submission was prepared during the period of your employment with the
         Company or (ii) recruit for employment, or induce or seek to cause such
         person to terminate his or her employment with the Company, any person
         who then is an employee of the Company.

                  7. Confidential Matters: During and after the Restricted
         Period, you shall keep secret all confidential matters of the Company
         and its affiliates, including but not to limited to trade "know-how,"
         secrets, consultant contracts, customer lists, operational methods,
         marketing plans or strategies, business acquisition plans, new
         personnel and other business affairs of the Company and its affiliates
         learned by you heretofore or hereafter, and shall not disclose them to
         anyone outside of the Company during and after the Restricted Period
         except (i) with the Company's written consent, (ii) as required by law
         or (iii) as required to enforce or construe this Agreement to the
         extent



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Mr. John C. Voaden
April 29, 1999
Page 3


         reasonable and necessary. You shall deliver promptly to the Company
         upon termination of your employment, or any time the Company may
         request, all confidential memoranda, notes, records, reports and other
         documents (and all copies thereof) relating to the business of the
         Company which you may then possess or have under your control;
         provided, that, you may retain copies of documents to the extent
         reasonably needed to protect or enforce your rights hereunder.

                  8. Specific Performance; Damages: In the event of a breach or
         threatened breach of the provisions of Paragraphs 5, 6 or 7 hereof, you
         agree that the injury which would be suffered by the Company would be
         of a character which could not be fully compensated for solely by a
         recovery of monetary damages. Accordingly, you agree that in the event
         of a breach or threatened breach of Paragraphs 5, 6 or 7 hereof, in
         addition to and not in lieu of any damages sustained by the Company and
         any other remedies which the Company may pursue hereunder or under any
         applicable law, the Company shall have the right to equitable relief,
         including issuance of a temporary or permanent injunction, by any court
         of competent jurisdiction against the commission or continuance of any
         such breach or threatened breach, without the necessity of proving any
         actual damages or posting of any bond or other surety therefor. In
         addition to, and not in limitation of the foregoing, you understand and
         confirm that, in the event of a breach or threatened breach of
         Paragraphs 5, 6 or 7 hereof, you may be held financially liable to the
         Company for any loss suffered by the Company as a result.

                  9. Severance. If you are discharged within three (3) years
         from the date hereof without Cause (as hereinafter defined) or by
         reason other than because of your death or incapacity, the Company
         shall pay to you (i) for a period of one (1) year, the Base Salary
         provided for in Paragraph 2 hereof as such sums become due (or, at the
         Company's election, in a lump sum giving effect to the present value of
         such payments); and (ii) the bonus (which you understand is entirely
         discretionary) in respect only of the fiscal year of the Company in
         which such termination occurs (prorated by reference to the number of
         days in such fiscal year actually worked by you). For purposes of this
         Agreement, the term "Cause" shall have the meaning given to such term
         in CII's 1996 Stock Option Plan, as amended.

                  10. Indemnification. Subject to the succeeding sentence, the
         Company shall indemnify, defend and hold you harmless from and against
         all losses, claims, damages, liabilities, judgments, fines, penalties,
         assessments and costs and expenses incurred (including, without
         limitation, reasonable attorneys' fees and disbursements) arising prior
         to, on or after the date hereof from your performance of your services
         pursuant to this Agreement. Notwithstanding the foregoing, you shall
         not be entitled to indemnification pursuant to this Paragraph 10 if a
         Court of competent jurisdiction or an administrative body or agency
         determines that, in connection with any matter giving rise to
         indemnification, you acted in bad faith or dishonestly, or committed an
         act for illegal personal gain, except as directed by the Board or a
         superior officer (if any), and you did not have any reasonable cause to
         believe that you violated any material law, committed an act of wanton
         or willful misconduct or gross negligence or that you acted in a manner
         beyond the authorized scope of your duties to be performed pursuant to
         this Agreement.

                  11. Preservation of Intent: Should any provision of this
         Agreement be determined by a court having jurisdiction in the premises
         to be illegal or in conflict with any laws of any state or jurisdiction
         or otherwise unenforceable, you and the Company agree that such
         provision shall be modified to the extent legally possible so that the



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Mr. John C. Voaden
April 29, 1999
Page 4

         intent of this Agreement may be legally carried out and such provision
         shall be enforced to the maximum extent.

                  12. Entire Agreement: This Agreement sets forth the entire and
         only agreement or understanding between the parties relating to the
         subject matter hereof and supersedes and cancels all previous
         agreements, negotiations, correspondence, commitments and
         representations in respect thereof among them.

                  13. Governing Law. This Agreement shall be governed by,
         construed and enforced in accordance with the internal laws of the
         State of New York.

                  14. Employment: Notwithstanding anything contained herein to
         the contrary, but subject to the terms and conditions of this
         Agreement, you acknowledge that the Company reserves the right to end
         its employment relationship with you at any time and for any legal
         reason upon thirty (30) days notice to you and, as an "employee
         at-will", you may terminate your employment with the Company at any
         time and for any legal reason upon thirty (30) days notice to the
         Company.


                  If the foregoing correctly sets forth our understanding,
         please sign and return the duplicate copy of this letter which is
         enclosed herewith.

                                        Very truly yours,

                                        CARIBINER INTERNATIONAL, INC.


                                        By: /s/ Christopher A. Sinclair
                                           -----------------------------------
                                        Name:  Christopher A. Sinclair
                                        Title: President
                                               and Chief Executive Officer


AGREED AND ACCEPTED AS OF
THE 29th DAY OF APRIL, 1999.

/s/ John C. Voaden
--------------------------------
John C. Voaden