EMPLOYMENT AGREEMENT


This Employment Agreement (this "Agreement") is made effective as of January 01,
2000, by and between Swiftnet Ltd ("Swiftnet"),  of 960 High Road,  London,  UK,
N12 9RY and Bosmat  Houston  ("Bosmat"),  of 53 Goldsmith  Road,  Friern Barnet,
London, UK, N11 3JG.

      A. Swiftnet is engaged in the business of Telecommunications.  Bosmat will
         primarily perform the job duties at the following location:
         960 High Road, London, UK.

      B. Swiftnet desires to have the services of Bosmat.

      C. Bosmat is willing to be employed by Swiftnet.

Therefore, the parties agree as follows:

     1. EMPLOYMENT.  Swiftnet shall employ Bosmat as a R&D Manager. Bosmat shall
provide to Swiftnet the following services: duties as needed. Bosmat accepts and
agrees to such employment,  and agrees to be subject to the general supervision,
advice and direction of Swiftnet and Swiftnet's  supervisory  personnel.  Bosmat
shall also  perform (i) such other  duties as are  customarily  performed  by an
employee in a similar position,  and (ii) such other and unrelated  services and
duties as may be assigned to Bosmat from time to time by Swiftnet.

     2.  BEST  EFFORTS  OF  EMPLOYEE.   Bosmat  agrees  to  perform  faithfully,
industriously, and to the best of Bosmat's ability, experience, and talents, all
of the duties that may be required  by the  express and  implicit  terms of this
Agreement,  to the  reasonable  satisfaction  of Swiftnet.  Such duties shall be
provided at such place(s) as the needs,  business,  or opportunities of Swiftnet
may require from time to time.

     3.  COMPENSATION OF EMPLOYEE.  As compensation for the services provided by
Bosmat  under  this  Agreement,  Swiftnet  will pay  Bosmat an annual  salary of
27,192.00 Pounds Sterling  payable monthly on the first day of each month.  Upon
termination  of this  Agreement,  payments  under this  paragraph  shall  cease;
provided,  however,  that Bosmat  shall be  entitled to payments  for periods or
partial  periods that occurred  prior to the date of  termination  and for which
Bosmat has not yet been paid, and for any commission  earned in accordance  with
Swiftnet's customary procedures, if applicable. Accrued vacation will be paid in
accordance with state law and Swiftnet's customary  procedures.  This section of
the Agreement is included only for  accounting  and payroll  purposes and should
not be construed as establishing a minimum or definite term of employment.

     4.   EXPENSE   REIMBURSEMENT.    Swiftnet   will   reimburse   Bosmat   for
"out-of-pocket"  expenses  incurred  by Bosmat  in  accordance  with  Swiftnet's
policies in effect from time to time.

     5. RECOMMENDATIONS FOR IMPROVING OPERATIONS.  Bosmat shall provide Swiftnet
with all information,  suggestions,  and  recommendations  regarding  Swiftnet's
business, of which Bosmat has knowledge, that will be of benefit to Swiftnet.

     6.  CONFIDENTIALITY.  Bosmat  recognizes  that  Swiftnet  has and will have
information regarding the following:

     Inventions,  products, product design, processes,  technical matters, trade
secrets, copyrights, customer lists, prices, costs, discounts, business affairs,
future plans and other vital  information  items  (collectively,  "Information")
which are valuable,  special and unique  assets of Swiftnet.  Bosmat agrees that
Bosmat will not at any time or in any  manner,  either  directly or  indirectly,
divulge, disclose, or communicate any Information to any third party without the
prior written consent of Swiftnet. Bosmat will protect the Information and treat
it as strictly confidential.  A violation by Bosmat of this paragraph shall be a
material  violation of this  Agreement and will justify  legal and/or  equitable
relief.

     7.  UNAUTHORIZED  DISCLOSURE OF INFORMATION.  If it appears that Bosmat has
disclosed  (or has  threatened  to  disclose)  Information  in violation of this
Agreement,  Swiftnet shall be entitled to an injunction to restrain  Bosmat from
disclosing,  in  whole or in  part,  such  Information,  or from  providing  any
services  to any party to whom such  Information  has been  disclosed  or may be
disclosed.  Swiftnet  shall not be  prohibited by this  provision  from pursuing
other remedies, including a claim for losses and damages.

     8.  CONFIDENTIALITY  AFTER TERMINATION OF EMPLOYMENT.  The  confidentiality
provisions of this Agreement shall remain in full force and effect for a 3 years
period after the termination of Bosmat's employment. During such 3 years period,
neither  party  shall make or permit the  making of any public  announcement  or
statement  of any kind that Bosmat was formerly  employed by or  connected  with
Swiftnet.

     9.  NON-COMPETE  AGREEMENT.  Bosmat  recognizes  that the various  items of
Information  are  special  and  unique  assets  of the  company  and  need to be
protected from improper  disclosure.  In  consideration of the disclosure of the
Information  to Bosmat,  Bosmat agrees and covenants that for a period of 1 year
following  the  termination  of this  Agreement,  whether  such  termination  is
voluntary or involuntary,  Bosmat will not directly or indirectly  engage in any
business   competitive   with  Swiftnet.   This  covenant  shall  apply  to  the
geographical  area that  includes  the United  Kingdom.  Directly or  indirectly
engaging  in any  competitive  business  includes,  but is not  limited  to: (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of
any third  party that is engaged in such  business,  (iii)  becoming  interested
directly or indirectly in any such business,  or (iv) soliciting any customer of
Swiftnet  for the  benefit of a third  party  that is engaged in such  business.
Bosmat agrees that this non-compete provision will not adversely affect Bosmat's
livelihood.

     10. TERM/TERMINATION. Bosmat's employment under this Agreement shall be for
an unspecified term on an "at will" basis. Swiftnet may terminate this Agreement
upon three  months  written  notice,  and by Bosmat  upon three  months  written
notice.  If Bosmat is in violation  of this  Agreement,  Swiftnet may  terminate
employment  without notice and with  compensation  to Bosmat only to the date of
such  termination.  The compensation paid under this Agreement shall be Bosmat's
exclusive remedy.

     11. TERMINATION FOR DISABILITY. Swiftnet shall have the option to terminate
this Agreement,  if Bosmat becomes permanently disabled and is no longer able to
perform the essential  functions of the position with reasonable  accommodation.
Swiftnet shall exercise this option by giving 30 days written notice to Bosmat.

     12. COMPLIANCE WITH EMPLOYER'S  RULES.  Bosmat agrees to comply with all of
the rules and regulations of Swiftnet.

     13. RETURN OF PROPERTY.  Upon  termination of this Agreement,  Bosmat shall
deliver to Swiftnet  all  property  which is  Swiftnet's  property or related to
Swiftnet's business (including keys, records,  notes, data,  memoranda,  models,
and equipment) that is in Bosmat's  possession or under Bosmat's  control.  Such
obligation  shall be governed by any  separate  confidentiality  or  proprietary
rights agreement signed by Bosmat.

     14. NOTICES.  All notices  required or permitted under this Agreement shall
be in writing and shall be deemed  delivered  when delivered in person or on the
third day after  being  deposited  in the  United  States  mail,  postage  paid,
addressed as follows:


       Employer:

       Swiftnet Ltd
       Abraham Keinan
       Managing Director
       960 High Road
       London, UK N12 9RY

       Employee:

       Bosmat Houston
       53 Goldsmith Road, Friern Barnet
       London, UK N11 3JG

Such  addresses  may be changed  from time to time by either  party by providing
written notice in the manner set forth above.

     15. ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties and there are no other  promises or  conditions  in any other  agreement
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements between the parties.

     16. AMENDMENT.  This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.

     17.  SEVERABILITY.  If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be  valid  and  enforceable.  If a court  finds  that any  provision  of this
Agreement is invalid or  unenforceable,  but that by limiting such  provision it
would become valid or  enforceable,  then such  provision  shall be deemed to be
written, construed, and enforced as so limited.

     18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement  shall not be construed as a waiver or limitation of
that party's right to  subsequently  enforce and compel strict  compliance  with
every provision of this Agreement.

     19.  APPLICABLE  LAW.  The laws of  England  and Wales  shall  govern  this
Agreement.


EMPLOYER:
Swiftnet Ltd



By:   ___________________________________         Date:  ______________________
      Abraham Keinan
      Managing Director



AGREED TO AND ACCEPTED.

EMPLOYEE:



      __________________________________          Date:  ______________________
      Bosmat Houston